Unassociated Document


    Exhibit 10.1

    
 

    AGREEMENT
AND PLAN OF REORGANIZATION

    


    BY
AND AMONG

    


    KBL
HEALTHCARE ACQUISITION CORP. III,

    


    PRWT
SERVICES, INC.,

    


    PRWT
MERGER SUB, INC.

    


    AND

    


    ALL
OF THE STOCKHOLDERS OF PRWT SERVICES, INC.

     

    DATED
AS OF MARCH 13, 2009

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

      
         

        AGREEMENT
AND PLAN OF REORGANIZATION

         

      

    

    THIS
AGREEMENT AND PLAN OF REORGANIZATION is made and entered into as of March 13,
2009, by and among KBL Healthcare Acquisition Corp. III, a Delaware corporation
(“KBL”), PRWT
Services, Inc., a Pennsylvania corporation (“PRWT”), PRWT Merger
Sub, Inc., a Pennsylvania corporation and wholly owned subsidiary of PRWT
(“Merger Sub”),
and the persons executing the “Target Stockholders Signature Page” hereto, such
persons being the holders of all of the outstanding capital stock of PRWT (the
“Stockholders”).

     

    RECITALS

     

    A.           Upon
the terms and subject to the conditions of this Agreement (as defined in Section
1.1) and in accordance with the Delaware General Corporation Law (the “DGCL”), the
Pennsylvania Business Corporation Law (“PBCL”) and other
applicable law, KBL and PRWT intend to enter into a business combination
transaction by means of a merger in which KBL will merge into Merger Sub, with
Merger Sub being the surviving entity (the “Merger”).

     

    B.           The
board of directors of each of KBL, PRWT and Merger Sub has determined that the
Merger is fair to, and in the best interests of, its respective company and
stockholders.

     

    NOW,
THEREFORE, in consideration of the covenants, promises and representations set
forth herein, and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties agree as follows
(defined terms used in this Agreement are listed alphabetically in Article IX,
together with the Section and, if applicable, paragraph number in which the
definition of each such term is located):

     

    ARTICLE
I

     

    THE
MERGER

     

    1.1           The
Merger.  At the Effective Time (as defined in Section 1.2) and
subject to and upon the terms and conditions of this Agreement and the
applicable provisions of the DGCL and PBCL, (a) KBL shall be merged with and
into Merger Sub, the separate corporate existence of KBL shall cease and Merger
Sub shall continue as the surviving corporation in the Merger, (b) all of the
outstanding securities of KBL shall be automatically converted into an equal
number of securities of PRWT of like tenor and (c) PRWT shall become the public
company following the Merger (the “Surviving
Pubco”).  The term “Agreement” as used
herein refers to this Agreement and Plan of Reorganization, as the same may be
amended from time to time, and all schedules hereto (including the PRWT Schedule
and the KBL Schedule, as defined in the preambles to Articles II and III hereof,
respectively).

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

       

    

    1.2           Effective Time;
Closing.  Subject to the conditions of this Agreement, as soon
as practicable on or after the Closing Date (as hereinafter defined), the
parties hereto shall cause the Merger to be consummated by filing articles of
merger (the “Articles
of Merger”) with the Secretary of State of the Commonwealth of
Pennsylvania in accordance with the applicable provisions of the PBCL and the
certificate of merger (“Certificate of
Merger”) with the Secretary of State of the State of Delaware in
accordance with the applicable provisions of the DGCL (the time of such later
filing, or such later time as may be agreed in writing by PRWT and KBL and
specified in the Articles of Merger being the “Effective Time”).
Unless this Agreement shall have been terminated pursuant to Section 8.1, the
consummation of the transactions contemplated by this Agreement (the “Closing”), other than
the filing of the Articles of Merger and Certificate of Merger, shall take place
at the offices of Graubard Miller, counsel to KBL, 405 Lexington Avenue, New
York, New York 10174-1901 at a time and date to be specified by the parties,
which shall be no later than the fifth (5th) business day after the satisfaction
or waiver of the conditions set forth in Article VI, or at such other time, date
and location as the parties hereto agree in writing (the “Closing
Date”).  Closing signatures may be transmitted by facsimile or
by emailed PDF file.

     

    1.3           Effect of the
Merger.  At the Effective Time, the effect of the Merger shall
be as provided in this Agreement and the applicable provisions of the DGCL and
PBCL and other applicable provisions of Delaware and Pennsylvania law
(collectively, the “Applicable
Law”).  Without limiting the generality of the foregoing, and
subject thereto, at the Effective Time all the property, rights, privileges,
powers and franchises of KBL shall vest in Merger Sub, and all debts,
liabilities and duties of KBL shall become the debts, liabilities and duties of
Merger Sub, and Merger Sub shall continue as a wholly owned subsidiary of the
Surviving Pubco.

     

    1.4           Governing
Documents.  At the Effective Time,

     

    (a)           the
Articles of
Incorporation of PRWT shall be amended and restated in a manner to be mutually
and reasonably agreed upon by PRWT and KBL and appropriate for a public company
and shall become the Articles of Incorporation of the Surviving
Pubco;

     

    (b)           the
Bylaws of PRWT shall be amended and restated in a manner to be mutually and
reasonably agreed upon by PRWT and KBL and appropriate for a public company and
shall become the Bylaws of the Surviving Pubco;

     

    (c)           the
Articles of
Incorporation of Merger Sub in the form attached hereto as Exhibit A shall
remain the Articles of Incorporation of Merger Sub; and

     

    (d)           the
Bylaws of Merger Sub in the form attached hereto as Exhibit B shall
remain the Bylaws of Merger Sub.

     

    1.5           Effect on KBL
Securities.  Subject to the terms and conditions of this
Agreement, at the Effective Time, by virtue of the Merger and this Agreement and
without any action on the part of KBL or the holders of any of the securities of
KBL, the following shall occur:

    


    (a)           Conversion of KBL Common
Stock.  Other than any shares to be canceled pursuant to
Section 1.5(b) and subject to adjustment in accordance with Section 1.5(c),
each share of common stock, par value $.0001, of KBL (“KBL Common Stock”)
issued and outstanding immediately prior to the Effective Time will be
automatically converted into one (1) share of common stock of PRWT (“PRWT Common
Stock”).  Following the Merger, each certificate evidencing KBL
Common Stock shall automatically be deemed to represent the same number of
shares of PRWT Common Stock without surrender or exchange of such
certificate.  Following the Merger, all shares of KBL Common Stock
that are not certificated and which are converted into PRWT Common Stock in the
Merger shall be deemed replaced by the same number of shares of uncertificated
PRWT Common Stock on the books and records of the Surviving Pubco’s transfer
agent and all other entities that maintain records with respect thereto. The
shares of PRWT Common Stock that would otherwise be issuable pursuant to this
Section 1.5(a) to Persons who hold Dissenting Shares (as defined in
Section 1.15) and exercise their appraisal rights pursuant to applicable
Delaware Law shall not be issued to such Persons and shall be
canceled.

     

    
      
        
        

      

      
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    (b)           Cancellation of Treasury and
PRWT-Owned Stock.  Each share of KBL Common Stock held by KBL
or owned by PRWT or any direct or indirect wholly owned subsidiary of KBL or
PRWT immediately prior to the Effective Time shall be canceled and extinguished
without any conversion or payment in respect thereof.

     

    (c)           Adjustments to Exchange
Ratios.  The numbers of PRWT Common Stock that the holders of
KBL Common Stock (and the number of PRWT Warrants and PRWT Units that holders of
KBL Warrants and KBL Units) are entitled to receive as a result of the Merger
shall be equitably adjusted to reflect appropriately the effect of any stock
split, reverse stock split, stock dividend (including any dividend or
distribution of securities convertible into PRWT Common Stock or KBL Common
Stock), extraordinary cash dividends, reorganization, recapitalization,
reclassification, combination, exchange of shares or other like change with
respect to PRWT Common Stock or KBL Common Stock occurring on or after the date
hereof and prior to the Effective Time except that no such adjustment shall be
made as a result of the recapitalization provided for in Section
1.6.

     

    (d)           No Fractional
Shares.  No fraction of a share of PRWT Common Stock will be
issued by virtue of the Merger or the transaction contemplated hereby, and each
holder of shares of KBL Common Stock who would otherwise be entitled to a
fraction of a share of PRWT Common Stock (after aggregating all fractional
shares of PRWT Common Stock that otherwise would be received by such holder)
shall be deemed to receive from the Surviving Pubco, in lieu of such fractional
share, one (1) share of PRWT Common Stock.

     

    (e)           Conversion of KBL
Warrants.  Subject to adjustment in accordance with Section
1.5(c), each warrant (“KBL Warrant”) to
purchase shares of KBL Common Stock issued and outstanding immediately prior to
the Effective Time shall be automatically converted into a warrant (“PRWT Warrant”) to
purchase the equivalent number of shares of PRWT Common Stock having terms and
conditions substantially identical in all material respects to the terms and
conditions pertaining to the KBL Warrants.  The PRWT Warrants shall be
governed by the Warrant Agreement dated July 19, 2007 between KBL and
Continental Stock Transfer & Trust PRWT (“Continental”), as
Warrant Agent.  Following the Merger, each certificate evidencing KBL
Warrants shall automatically be deemed to represent the same number of PRWT
Warrants without surrender or exchange of such certificate.  Following
the Merger, all KBL Warrants that are not certificated shall be deemed replaced
by the same number of uncertificated PRWT Warrants on the books and records of
the Surviving Pubco’s transfer agent and all other entities that maintain
records with respect thereto.

     

    
      
        
        

      

      
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    (f)           Conversion of KBL
Units.  Subject to adjustment in accordance with Section
1.5(c), each unit (“KBL Unit”) consisting
of one (1) share of KBL Common Stock and one (1) KBL Warrant issued and
outstanding immediately prior to the Effective Time shall be automatically
converted into a unit (“PRWT Unit”)
consisting of one (1) shares of PRWT Common Stock and (1) PRWT
Warrant.  Following the Merger, each certificate evidencing KBL Units
shall automatically be deemed to represent the same number of PRWT Units without
surrender or exchange of such certificate.  Following the Merger, all
KBL Units that are not certificated shall be deemed replaced by the same number
of uncertificated PRWT Units on the books and records of the Surviving Pubco’s
transfer agent and all other entities that maintain records with respect
thereto.

     

    (g)           No Further Ownership Rights
in KBL Stock.  All PRWT Common Stock, PRWT Warrants and PRWT
Units deemed issued to holders of KBL securities upon consummation of the Merger
and conversion of the KBL securities shall be deemed to have been issued in full
satisfaction of all rights pertaining to the corresponding outstanding KBL
securities and there shall be no further registration of transfers on the
records of the Surviving Pubco of the KBL securities that were outstanding
immediately prior to the Effective Time.

     

    (h)           No
Liability.  Notwithstanding anything to the contrary in this
Article I, no party hereto shall be liable to a holder of KBL securities or PRWT
Common Stock for any amount properly paid to a public official pursuant to any
applicable abandoned property, escheat or similar law.

     

    1.6           PRWT
Recapitalization.  On or before the Closing Date, PRWT shall
recapitalize so that there are eleven million, nine hundred and fifty thousand
(11,950,000) shares of a single class of PRWT Common Stock issued and
outstanding immediately prior to the Closing, owned by the Stockholders as set
forth in Schedule
1.6 (the “Stockholder Shares”);
provided, however, that the foregoing number of shares of PRWT Common Stock
shall be subject to adjustment in accordance with Section 1.7,
below.  No other shares of PRWT Common Stock shall be outstanding
immediately prior to the Closing except as provided for in this
Agreement.

     

    1.7           Net Debt and Adjustment of
Merger Shares.

     

    (a)           The
term “Net Debt”
shall mean PRWT’s combined consolidated indebtedness (i.e., all indebtedness for
borrowed money and capitalized leases and equivalents and other obligations
evidenced by promissory notes or similar instruments, as well as cash overdrafts
excluding any costs or expenses incurred by PRWT or any subsidiary thereof in
initially implementing and establishing compliance with the Sarbanes-Oxley Act
of 2002 or other similar rules and regulations, less PRWT’s combined
consolidated cash and cash equivalents, including all short-term money market
instruments and treasury bills and similar instruments.  From the date
hereof through the Closing, PRWT shall service all indebtedness, payables and
receivables in the ordinary course of business, consistent with past
practice.

     

    (b)           PRWT
shall not incur any debt, other than in the ordinary course of business, during
the period from the date three business days prior to the Closing Date and the
Closing Date.

     

    
      
        
        

      

      
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    (c)           From
the date hereof through the Closing Date, on or before the 5th day of
each calendar month, PRWT shall deliver to KBL a written statement of PRWT’s Net
Debt as of the end of the immediately preceding calendar month (“Periodic Net Debt
Statement”), which shall (i) provide such detailed information as may be
reasonably requested by KBL prior to such date, (ii) be derived utilizing
generally accepted accounting principles, consistent with PRWT’s historical
practice and (iii) be certified as being true and complete by PRWT’s Chief
Executive Officer and Chief Financial Officer.

     

    (d)           On
the third business day prior to the scheduled Closing Date, PRWT shall deliver
to KBL and PRWT’s auditors (“Independent
Accountant”) a written statement of the estimate of PRWT’s Net Debt as of
the close of business of the business day immediately prior to the delivery
(“Estimated Net Debt
Amount”), which shall (i) provide such detailed information as may be
reasonably requested by KBL prior to such date, (ii) be derived utilizing
generally accepted accounting principles, consistent with PRWT’s historical
practice and (iii) be certified as being true and complete by PRWT’s Chief
Executive Officer and Chief Financial Officer.

     

    (e)           If
PRWT’s Estimated Net Debt Amount is less than $45,000,000, as determined in
accordance with this Agreement, the aggregate number of Stockholder Shares shall
be increased (“Stockholder Shares Increase
Amount”) by an amount equal to the Net Debt Surplus divided by
$7.85.  “Net
Debt Surplus” shall mean the amount by which $45,000,000 exceeds the
Estimated Net Debt Amount.  As an example, if the Estimated Net Debt
Amount is $44,000,000, the Net Debt Surplus will be $1,000,000, the Stockholder
Shares Increase Amount will be $1,000,000 divided by $7.85, or 127,389 shares
(and an aggregate of 12,077,389 Stockholder Shares will be issued under Section
1.6).

     

    (f)           If
PRWT’s Estimated Net Debt Amount is more than $45,000,000, as determined in
accordance with this Agreement, subject to the limitations set forth in Section
1.7(i) hereof, the aggregate number of Stockholder Shares issued at Closing
shall be decreased (“Stockholder Shares Decrease
Amount”) by an amount equal to the Net Debt Excess divided by
$7.85.  “Net
Debt Excess” shall mean the amount by which the Estimated Net Debt Amount
exceeds $45,000,000.  As an example, if the Estimated Net Debt Amount
is $46,000,000, the Net Debt Excess will be $1,000,000, the Stockholders Shares
Decrease Amount will be $1,000,000 divided by $7.85, or 127,389 shares (and an
aggregate of 11,822,611 Stockholders Shares will be issued under Section
1.6).  Notwithstanding anything herein to the contrary, the
Stockholder Shares Decrease Amount shall not exceed the number of Escrow
Shares.

     

    (g)           
As soon as practicable after the Closing, but not later than sixty (60) days
after the Closing, the Representative (as defined in Section 1.12(b)) shall use
its commercially reasonable best efforts to deliver to the Committee a statement
(the “Closing Net Debt
Statement”) showing, in reasonable detail, the calculation of PRWT’s Net
Debt as of the Closing (the “Closing Net Debt
Amount”).  The Committee and PRWT shall cooperate with the
Representative in connection with the preparation of the Closing Net Debt
Statement.  If the Representative does not receive written notice from
the Committee disputing the Closing Net Debt Statement within the fifteen (15)
day period mentioned in Section 1.7(k) below, then the Closing Net Debt
Statement shall become final and binding on the parties.  The costs
and expenses of the preparation of the Closing Net Debt Statement shall be borne
by the Surviving Pubco.

     

    
      
        
        

      

      
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    (h)           If
the Closing Net Debt Amount (as finally determined, pursuant to Section 1.7(g)
or (k), as applicable) is less than the Estimated Net Debt Amount, the Surviving
Pubco shall issue to the Stockholders, within ten (10) days after the final
determination of the Closing Net Debt Amount, shares of PRWT Common Stock equal
to (x) the amount by which the Closing Net Debt Amount is less than the
Estimated Net Debt Amount divided by (y) $7.85.  If the Closing Net
Debt Amount is greater than the Estimated Net Debt Amount, the Surviving Pubco
shall be entitled, subject to the limitations set forth in Section 1.7(i)
hereof, to withdraw, within ten (10) days after the final determination of the
Closing Net Debt Amount, the amount of Escrow Shares (as defined in Section
1.10) equal to (x) the amount by which the Closing Net Debt Amount exceeds the
Estimated Net Debt Amount divided by (y) $7.85.  If the Closing Net
Debt Amount is equal to the Estimated Net Debt Amount, there shall be no
adjustment.

     

    (i)           Notwithstanding
anything herein to the contrary, any downward adjustment of shares of PRWT
Common Stock to be issued to the Stockholders pursuant to either Section 1.7(f)
or (h) shall serve to reduce the Escrow Shares (and not the 11,008,789 shares of
PRWT Common Stock to be issued pursuant to Section 1.6 that are not subject to
the escrow described in Section 1.10), and that any such reduction shall be
limited to the number of Escrow Shares actually remaining in the Escrow
Account.

     

    (j)           The
calculation of the Estimated Net Debt Amount and the Closing Net Debt Amount
shall be made in accordance with U.S. GAAP (as defined in Section 2.7(a)) and
consistent with past practice.

     

    (k)           If
the Committee disagrees with the Closing Net Debt Statement used to calculate
the Closing Net Debt Amount, it shall notify the Representative of such
disagreement in writing specifying in reasonable detail any and all items of
disagreement (each, an “Item of Dispute”) within fifteen (15)
calendar days after its receipt of the Closing Net Debt
Statement.  The Representative and the Committee shall use their
commercially reasonable best efforts for a period of fifteen (15) calendar days
after the Committee’s delivery of such notice (or such longer period as PRWT and
the Committee may mutually agree upon) to resolve any Items of Dispute raised by
the Committee with respect to the Closing Net Debt Statement.  During
any such period of dispute, the Committee and Representative shall have
reasonable access to the working papers of the Representative’s accountants
relating to the Closing Net Debt Amount.  If, at the end of such
period, the Representative and the Committee do not resolve any such Item of
Dispute, either the Representative or the Committee may submit the matter to a
mutually acceptable independent accounting firm of recognized national standing
to review the Closing Net Debt Statement and resolve any remaining Items of
Dispute regarding the Closing Net Debt Amount.  In the event the
Representative and the Committee cannot agree upon an accounting firm within ten
(10) days after notice from a party to the other party, they shall choose an
accounting firm by lot from those accounting firms of recognized national
standing practicing in Pennsylvania having no material relationship to the
Representative, KBL, the Committee or their respective Affiliates and having
offices in locations suitable to conduct such review.  The accounting
firm selected in accordance with the preceding two sentences is referred to
herein as the “Accounting
Firm.”  The Representative and the Committee shall request that
the Accounting Firm render a determination on each Item of Dispute, solely based
on whether such Item of Dispute was prepared accurately and in accordance with
U.S. GAAP and consistent with past practice.  The determination by the
Accounting Firm shall be final, binding and conclusive on the parties, and
judgment may be entered thereon in a court of competent
jurisdiction.  The Representative and the Committee shall make their
respective submissions to the Accounting Firm within twenty (20) business days
after selecting such firm pursuant to this Section 1.7(i).  The
Representative and the Committee shall use their commercially reasonable best
efforts to cause the Accounting Firm to make its determination within thirty
(30) calendar days after accepting its selection.  All of the fees and
expenses of the Accounting Firm shall be borne by the Surviving
Pubco.

     

    
      
        
        

      

      
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    (l)           Required
Withholding.  The Surviving Pubco shall be entitled to deduct
and withhold from any consideration payable or otherwise deliverable pursuant to
this Agreement to any Person such amounts as are required to be deducted or
withheld therefrom under the Code or under any provision of state, local or
foreign tax law or under any other applicable legal requirement. To the extent
such amounts are so deducted or withheld, such amounts shall be treated for all
purposes under this Agreement as having been paid to the person to whom such
amounts would otherwise have been paid.

     

    1.8           Tax
Consequences.  It is intended by the parties hereto that the
Merger shall constitute reorganization within the meaning of Section 368 of the
Code.  The parties hereto adopt this Agreement as a “plan of
reorganization” within the meaning of Sections 1.368-2(g) and 1.368-3(a) of the
United States Income Tax Regulations.

     

    1.9           Taking of Necessary Action;
Further Action.  If, at any time after the Effective Time, any
further action is necessary or desirable to carry out the purposes of this
Agreement and to vest the Surviving Pubco with full right, title and possession
to all assets, property, rights, privileges, powers and franchises of PRWT and
KBL, the then current officers and directors of KBL, and the officers and
directors of PRWT shall take all such lawful and necessary action.

     

    1.10         General
Escrow.  As the sole remedy for the indemnification obligations
set forth in Article VII of this Agreement, and for downward adjustments to the
Stockholder Shares required under Section 1.7, 941,211 of the Stockholder Shares
(the “Escrow
Shares”) shall be deposited in escrow (the “Escrow Account”),
which shall be allocated among the Stockholders in the same proportion as the
Stockholder Shares are allocated among them under Section 1.6, as set forth in
Schedule 1.10,
all in accordance with the terms and conditions of the escrow agreement to be
entered into at the Closing between the Surviving Pubco, the Representative,
each of the Stockholders (by power of attorney granted to the Representative
appointed pursuant to Section 1.12(b)) and Continental, as escrow agent (“Escrow Agent”), in
form and substance mutually and reasonably agreed to by KBL and PRWT and
providing for the terms contemplated by Article VII hereof (the “Escrow
Agreement”).  The Escrow Agreement shall provide that, (i) on
the 30th day
after the date the Surviving Pubco has filed with the SEC its Annual Report for
the year ending December 31, 2009 on Form 10-K (the “First Escrow Release
Date”), the Escrow Agent shall release fifty percent (50%) of the Escrow
Shares, less that portion thereof applied in satisfaction of or reserved with
respect to indemnification claims in connection with claims made pursuant to
Section 7.1(a) of this Agreement (“Escrow Claims”) and
(ii) on the 30th day
after the date the Surviving Pubco has filed with the SEC its Annual Report for
the year ending December 31, 2010 on Form 10-K (the “Final Escrow Release
Date”), the
Escrow Agent shall release all Escrow Shares then remaining in escrow, less that
portion thereof applied in satisfaction of or reserved with respect to Escrow
Claims.  Any Escrow Shares due to be released on the First Escrow
Release Date or Final Escrow Release Date that continue to be held with respect
to any unresolved Escrow Claim shall be delivered to the Stockholders in the
same proportions as originally deposited into escrow, promptly upon such
resolution, subject to reduction, if any, for the indemnification obligation
associated with such resolved Escrow Claim.

     

    
      
        
        

      

      
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    1.11         EBITDA Share
Issuance.

     

    (a)           At
Closing, an additional 8,000,000 shares of PRWT Common Stock shall be issued by
PRWT to the Stockholders in the same proportion as the Stockholder Shares are
allocated among them under Section 1.6 (“EBITDA
Shares”).  All of the EBITDA Shares shall be deposited in
escrow in accordance with the terms and conditions of the escrow agreement to be
entered into at the Closing between the Surviving Pubco, the Representative,
each of the  Stockholders (by power of attorney granted to the
Representative) in form and substance mutually and reasonably agreed to by PRWT
and KBL and providing for the terms contemplated by this Section 1.11 (the
“EBITDA Shares Escrow
Agreement”).  The EBITDA Shares Escrow Agreement shall provide
that the Escrow Agent shall release the EBITDA Shares as follows:

     

    (i)           If
the Surviving Pubco’s EBITDA (as defined in Section 1.11(c)) for the year ending
December 31, 2009 (“2009 EBITDA”) is
greater than $25,000,000, as set forth in the Surviving Pubco’s audited
consolidated financial statements for the year ending December 31, 2009, the
Stockholders, as a group, shall be entitled to receive from escrow that number
of EBITDA Shares determined by dividing the 2009 EBITDA Excess by
$1.00.  “2009 EBITDA Excess”
shall mean the Surviving Pubco’s actual 2009 EBITDA less
$25,000,000.  As an example, if the Surviving Pubco’s 2009 EBITDA is
$27,000,000, the 2009 EBITDA Excess will be $2,000,000 and the Stockholders will
receive from escrow an aggregate of 2,000,000 EBITDA Shares. Notwithstanding the
foregoing, the maximum number of EBITDA Shares to be released from escrow
pursuant to this Section 1.11(a)(i) shall be 2,000,000 shares.

     

    (ii)           If
the Surviving Pubco’s EBITDA for the year ending December 31, 2010 (“2010 EBITDA”) is
greater than $30,000,000 as set forth in the
Surviving Pubco’s audited consolidated financial statements for the year ending
December 31, 2010, the Stockholders, as a group, shall be entitled to receive
from escrow that number of shares of PRWT Common Stock determined by dividing
the 2010 EBITDA Excess by $1.00.  “2010 EBITDA Excess”
shall mean the Surviving Pubco’s actual 2010 EBITDA less
$30,000,000.  As an example, if the Surviving Pubco’s 2010 EBITDA is
$32,000,000, the 2010 EBITDA Excess will be $2,000,000 and the Stockholders will
receive from escrow an aggregate of 2,000,000 shares of PRWT Common Stock.
Notwithstanding the foregoing, the maximum number of EBITDA Shares issuable
under this Section 1.11(a)(ii) shall be 3,000,000 shares.

     

    
      
        
        

      

      
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    (iii)           If
the Surviving Pubco’s EBITDA for the year ending December 31, 2011 (“2011 EBITDA”) is
greater than $40,000,000 as set forth in the
Surviving Pubco’s audited consolidated financial statements for the year ending
December 31, 2011, the Stockholders, as a group, shall be entitled to receive
from escrow that number of shares of PRWT Common Stock determined by dividing
the 2011 EBITDA Excess by $1.00.  “2011 EBITDA Excess”
shall mean the Surviving Pubco’s actual 2011 EBITDA less
$40,000,000.  As an example, if the Surviving Pubco’s 2011 EBITDA is
$42,500,000, the 2011 EBITDA Excess will be $2,500,000 and the Stockholders will
receive from escrow an aggregate of 2,500,000 shares of PRWT Common Stock.
Notwithstanding the foregoing, the maximum number of EBITDA Shares issuable
under this Section 1.11(a)(iii) shall be 3,000,000 shares.

     

    (iv)           In
the event Surviving Pubco engages in (1) a merger or business combination in
which it is not the survivor, (2) a transaction in which it sells all or
substantially all of its assets, or (3) a similar liquidity event, which in any
case results in all of the holders of PRWT Common Stock receiving consideration
having a fair market value of $9.50 or more per share (as adjusted for and to
equitably and appropriately reflect the effect of any stock split, reverse stock
split, stock dividend (including any dividend or distribution of securities
convertible into PRWT Common Stock), extraordinary cash dividends,
reorganization, recapitalization, reclassification, combination, exchange of
shares or other like change with respect to PRWT Common Stock) then all EBITDA
Shares then held in escrow in accordance with this Section 1.11 shall be
released to the Stockholders no later than the consummation of such
transaction.  Further, in each event of exercise of PRWT Warrants
(other than any exercise that occurs upon PRWT electing to lower the exercise
price from the exercise price as of the date hereof, as same may be adjusted in
connection with any stock split or the aforementioned similar events), an amount
of EBITDA Shares equal to the number of shares of PRWT Common Stock issued upon
such warrant exercise (up to the total amount of EBITDA Shares then held in
escrow) shall be released from escrow and delivered to the Stockholders, in the
same proportion as the Stockholder Shares are allocated among them under Section
1.6.

     

    (b)           Any
release of EBITDA Shares from escrow shall be made as soon as practicable and in
any event, no later than twenty (20) business days after the date of the event
giving rise to the obligation to release such EBITDA Shares.  A
party’s right to receive the EBITDA Shares from escrow shall not be subject to
any right of set-off or recoupment.  The parties hereto acknowledge
that the issuance of the EBITDA Shares is being done without any further
consideration paid by the Stockholders, in order to provide a purchase price
adjustment with respect to the PRWT Common Stock issued in the Merger by
adjusting the percentage of equity issued in the Merger. Notwithstanding anything
to the contrary herein, if, at anytime, following release of Surviving Pubco’s
audited consolidated financial statement for the year ending December 31, 2009,
no PRWT Warrants remain outstanding, any EBITDA Shares contemplated by Section
1.10(b)(i) that were not released to the Stockholders in accordance with such
Section 1.10(b)(i) shall be immediately released from escrow and returned to
Surviving Pubco for cancellation.  Similarly, notwithstanding anything
to the contrary herein, if, at anytime, following release of Surviving Pubco’s
audited consolidated financial statement for the year ending December 31, 2010,
no PRWT Warrants remain outstanding, any EBITDA Shares contemplated by Section
1.10(b)(ii) that were not released to the Stockholders in accordance with such
Section 1.10(b)(ii) shall be immediately released from escrow and returned to
Surviving Pubco for cancellation.  After the date of release of any
EBITDA Shares under Section 1.11(a)(iii) (following the release of Surviving
Pubco’s audited consolidated financial statements for the year ending December
31, 2011), above, any and all EBITDA Shares then remaining in escrow shall be
released from escrow and returned to the Surviving Pubco for
cancellation.

     

    
      
        
        

      

      
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    (c)           “EBITDA” for purposes
hereof shall consist of the Surviving Pubco’s consolidated operating earnings
before interest expense, depreciation and amortization expense, taxes on income,
costs and expenses (including without limitation, legal and accounting) or
write-downs directly related to the Merger or subsequent acquisition or other
business combinations by the Surviving Pubco (except as provided below), foreign
exchange gains and losses and extraordinary items of the Surviving Pubco. The
term “EBITDA” shall include all EBITDA generated by the Surviving Pubco or any
subsidiary thereof from any businesses or assets acquired by any of them after
the Effective Time.  Notwithstanding anything to the contrary herein,
EBITDA calculations for purposes of this Agreement shall give effect to an
imputed capital charge equal to 12.5% of the aggregate consideration paid by any
of the Surviving Pubco, Subsidiaries thereof or their Affiliates in connection
with each such acquisition or business combination (but shall not give effect to
any other closing costs or upfront, one-time write-offs related to such
acquisitions). EBITDA calculations also
shall give effect to costs incurred or related to regulatory compliance;
provided however that any costs or expenses incurred by the Surviving Pubco or
any subsidiary thereof in initially implementing and establishing compliance
with the Sarbanes-Oxley Act of 2002 or other similar rules and regulations shall
be specifically excluded from the calculation of EBITDA.  EBITDA
calculations shall not include any income from debt forgiveness or
cancellation.  Notwithstanding anything herein, the income of USF
shall be included in the EBITDA calculation contemplated hereby.

     

    1.12         Committee and Representative
for Purposes of Escrow Agreements.

     

    (a)           KBL
Committee.  Prior to the Closing, the Board of Directors of KBL
shall appoint a committee consisting of one or more of its then members to act
on behalf of he Surviving Pubco to take all necessary actions and make all
decisions pursuant to the Escrow Agreement and EBITDA Shares Escrow
Agreement.  In the event of a vacancy in such committee, the board of
directors of KBL or, after the consummation of the Merger, the members of the
board of directors of the Surviving Pubco, shall appoint as a successor a Person
who was a director of KBL prior to the Closing Date or some other Person who
would qualify as an “independent” director of the Surviving Pubco and who has
not had any relationship with PRWT or the Stockholders prior to the
Closing.  Such committee is intended to be the “Committee” referred
to in Article VII hereof and the Escrow Agreement and EBITDA Shares Escrow
Agreement.

     

    
      
        
        

      

      
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    (b)           Representative.  Each
Stockholder, by virtue of his, her or its execution of this Agreement, hereby
makes, constitutes and appoints Willie F. Johnson (the “Representative”),
with full power of substitution and re-substitution, as his, her or its true and
lawful attorney-in-fact to execute and deliver each of the Escrow Agreement and
EBITDA Shares Escrow Agreement on behalf of the Stockholders (and to execute and
deliver all other documentation required thereby) and to represent the interests
of the Persons entitled to receive Stockholder Shares and EBITDA Shares as a
result of the transactions contemplated hereby for purposes of this Agreement,
the Escrow Agreement and EBITDA Shares Escrow Agreement.  The
Representative shall be the exclusive agent for and on behalf of the
Stockholders to: (i) give and receive notices and communications to or from KBL
and/or the respective escrow agents under the Escrow Agreement and the EBITDA
Shares Escrow Agreement relating to this Agreement, the Escrow Agreement, the
EBITDA Shares Escrow Agreement or any of the transactions and other matters
contemplated hereby or thereby; (ii) authorize deliveries to KBL and/or the
Surviving Pubco of Escrow Shares from the escrow fund in satisfaction of claims
asserted by KBL and/or the Surviving Pubco (on behalf of itself or any other KBL
Indemnitee, including by not objecting to such claims); (iii) object to such
claims; (iv) consent or agree to, negotiate, enter into settlements and
compromises of, and comply with orders of courts with respect to, such claims;
(v) waive any condition in this Agreement, the Escrow Agreement or the EBITDA
Shares Escrow Agreement on behalf of the Stockholders and (vi) take all actions
necessary or appropriate in the judgment of the Representative for the
accomplishment of the foregoing, in each case without having to seek or obtain
the consent of any person under any circumstance.  Notwithstanding the
foregoing, the Representative shall not consent or agree to or negotiate or
enter into any settlement and compromise of any claim that includes any
admission of guilt, criminal liability or wrong-doing by any Stockholder unless
approved in writing in advance by such Stockholder.  The
Representative shall be the sole and exclusive means of asserting or addressing
any of the above and no Stockholder shall have any right to act on its own
behalf with respect to any such matters or other matters relating to this
Agreement or the transactions contemplated hereby, other than any claim or
dispute against the Representative.  If the Person serving as the
Representative ceases to serve in such capacity, for any reason, those members
of the board of directors of the Surviving Pubco who were members of the board
of directors of PRWT prior to the Closing shall appoint as successor a Person
who was a former director or PRWT or such other Person as such members shall
designate.  Such Person or successor is intended to be the
“Representative” referred to in Article VII hereof, the Escrow Agreement and
EBITDA Shares Escrow Agreement.  KBL, the Surviving Pubco and each
of  their respective Affiliates shall be entitled to rely upon, and
shall be fully protected in relying upon, the power and authority of the
Representative without independent investigation.  No bond shall be
required of the Representative.  The Representative shall receive no
fees for his services but shall be entitled to reimbursement for his reasonable
out-of-pocket expenses as provided below and in the Escrow Agreement and EBITDA
Shares Escrow Agreement.  Notices or communications to or from the
Representative shall constitute notice to or from each of the
Stockholders.  KBL, the Surviving Pubco and each of their respective
Affiliates shall have no liability to any of the Stockholders or any other
constituencies for any acts or omissions of the Representative (including any
failure to deliver amounts or shares paid to the Representative on behalf of any
of the Stockholders or any other constituencies), or any acts or omissions taken
or not taken by any other persons at the direction of the
Representative.  Any notice or communication given or received by, and
any decision, action, failure to act within a designated period of time,
agreement, consent, settlement, resolution or instruction of, the Representative
that is within the scope of the Representative's authority under this Section
1.12(b) shall constitute a notice or communication to or by, or a decision,
action, failure to act within a designated period of time, agreement, consent,
settlement, resolution or instruction of all Stockholders and shall be final,
binding and conclusive upon each such Stockholder and the escrow agents under
the Escrow Agreement and the EBITDA Shares Escrow Agreement and KBL and the
Surviving Pubco shall be entitled to rely upon any such notice, communication,
decision, action, failure to act within a designated period of time, agreement,
consent, settlement, resolution or instruction as being a notice or
communication to or by, or a decision, action, failure to act within a
designated period of time, agreement, consent, settlement, resolution or
instruction of, each and every such Stockholder.  The Stockholders,
jointly and severally, shall indemnify and hold harmless the Representative
against any Losses (as defined in Section 7.1(b)) arising out of actions taken
or omitted to be taken in his capacity as the Representative (except in the case
of gross negligence or willful misconduct by the Representative), including the
reasonable costs and expenses of investigation and defense of
claims.  The Representative shall not be liable to any of Stockholders
or any of their respective Affiliates for any decisions made or actions taken by
the Representative in good faith and believed by him to be authorized by, or
within the rights or powers conferred upon him by, this Agreement, and may
consult with counsel of his own choice.

     

    
      
        
        

      

      
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    1.13         Stockholder
Matters.

     

    (a)           By
his, her or its execution of this Agreement, each Stockholder, in his, her or
its capacity as a stockholder of PRWT, hereby approves and adopts this Agreement
and authorizes such PRWT and its directors and officers to take all actions
necessary for the consummation of the Merger and the other transactions
contemplated hereby pursuant to the terms of this Agreement and its
exhibits.  Such execution shall be deemed to be action taken by the
irrevocable written consent of each Stockholder for purposes of the relevant
provisions of the Applicable Pennsylvania Laws.

     

    (b)           Each
Stockholder for himself, herself or itself only, represents and warrants as
follows:

     

    (i)           he,
she or it has had both the opportunity to ask questions and receive answers from
the officers and directors of KBL and all persons acting on KBL’s behalf
concerning the business and operations of KBL and to obtain any additional
information to the extent KBL possesses or may possess such information or can
acquire it without  unreasonable effort or expense necessary to verify
the accuracy of such information;

     

    (ii)          he,
she or it has had access to the KBL SEC Reports filed prior to the date of this
Agreement;

     

    (iii)         that
the execution and delivery of this Agreement by such Stockholder does not, and
the performance of his, her or its obligations hereunder will not, require any
consent, approval, authorization or permit of, or filing with or notification
to, any Governmental Entity (as defined), except (1) for applicable
requirements, if any, of the Securities Act of 1933, as amended (“Securities Act”), the
Securities Exchange Act of 1934, as amended (“Exchange Act”), state
securities laws (“Blue
Sky Laws”), and the rules and regulations thereunder, and (2) where the
failure to obtain such consents, approvals, authorizations or permits, or to
make such filings or notifications, would not, individually or in the aggregate,
reasonably be expected to have a Material Adverse Effect (as defined in Section
10.2(a)) on such Stockholder or PRWT or, after the Closing, the Surviving Pubco,
or prevent consummation of the Merger or otherwise prevent the parties hereto
from performing their obligations under this Agreement;

     

    
      
        
        

      

      
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    (iv)         that
he, she or it owns PRWT Common Stock listed on Schedule 2.3(a) as
being owned by him, her or it free and clear of all Liens, except as set forth
in Schedule
1.13(b)(iv).

     

    (c)          
Each Stockholder that is an entity, for itself, represents, warrants and
acknowledges, with respect to each holder of its equity interests, to the same
effect as the foregoing provisions of Section 1.13(b).

     

    (d)           Each
Stockholder hereby
appoints the Representative as his, her or its true and lawful attorney-in-fact
to execute and deliver, in his, her or its name, place and stead, in any and all
capacities, any and all amendments to this Agreement and any and all other
agreements, instruments and other documents as instructed in writing by a
majority in interest of the holders of the outstanding PRWT Common
Stock  to effectuate the transactions contemplated by this
Agreement.

     

    1.14         Mutual
Release.

     

    (a)           General Release by
Stockholder.  Effective upon the consummation of the
transactions contemplated hereby, in consideration of the Release Payment, which
each Stockholder agrees to be adequate and just consideration, each Stockholder,
for himself, herself or itself hereby releases and forever discharges, effective
as of the Closing Date, PRWT, the Surviving Pubco and its shareholders,
directors, officers, employees, attorneys, representatives, consultants,
successors, assigns, executors, and administrators, from and against any and all
actions and causes of actions, suits, debts, dues, claims, accounts, bonds,
covenants, judgments, demands and liabilities and damages, whether accrued or
unaccrued, asserted or unasserted, and whether known or unknown (individually
and collectively a “Claim” or “Claims”) arising out
of or resulting from Stockholder’s status as a holder of an equity interest in
PRWT; provided, however, the foregoing shall not release (i) any obligations of
KBL or Surviving Pubco set forth in this Agreement or any of the other documents
executed in connection with the transactions contemplated hereby or executed
following the consummation of the transactions contemplated hereby, (ii)
Stockholder’s right to indemnification from PRWT or its Affiliates and/or to
insurance coverage arising from Stockholder’s status as a stockholder, employee,
officer or director of PRWT or its Affiliates for Claims that accrued prior to
the Closing Date or (iii) any claims for accrued salaries or unreimbursed
expenses incurred in the ordinary course of business.

     

    (b)           General Release by PRWT and
Surviving Pubco.  Effective upon the consummation of the
transactions contemplated hereby, in consideration of the covenants of
Stockholder agreed to herein, which PRWT and Surviving Pubco agree to be
adequate and just consideration, intending to be legally bound, PRWT and
Surviving Pubco hereby release and forever discharge, effective as of the
Closing Date, each Stockholder and his, her or its heirs, executors,
administrators, and affiliates, and its and their respective shareholders,
directors, officers, employees, attorneys, representatives, consultants,
successors, assigns, executors, and administrators, from and against any and all
Claims arising out of or resulting from such Stockholder’s status as a holder of
an equity interest in PRWT or with respect to matters arising from such
Stockholder’s activities or relating to Stockholder, by reason of any matter,
cause or thing whatsoever; provided, however, the foregoing shall not release
(i) any obligations of Stockholder set forth in this Agreement or any of the
other documents executed in connection with the transactions contemplated hereby
or (ii) any notes payable by a Stockholder to PRWT.

     

    
      
        
        

      

      
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    (c)           Covenant Not to File
Claims.  Each Stockholder promises never to file any Claims
that are released in Section 1.14(a).  PRWT and Surviving Pubco
promise never to file any Claims that are released in Section
1.14(b).

     

    1.15        
Shares Subject to
Appraisal Rights.

     

    (a)           Notwithstanding
Section 1.5 hereof, Dissenting Shares (as defined in Section 1.15(b)) shall not
be converted into a right to receive PRWT Common Stock.  The holders
thereof shall be entitled only to such rights as are granted by the
DGCL.  Each holder of Dissenting Shares who becomes entitled to
payment for such shares pursuant to the DGCL shall receive payment therefor from
the Surviving Pubco in accordance with the DGCL, provided, however, that (i) if any
stockholder of KBL who asserts appraisal rights in connection with the Merger (a
“Dissenter”)
shall have failed to establish his entitlement to such rights as provided in the
DGCL, or (ii) if any such Dissenter shall have effectively withdrawn his demand
for payment for such shares or waived or lost his right to payment for his
shares under the appraisal rights process under the DGCL, the shares of KBL
Common Stock held by such Dissenter shall be treated as if they had been
converted, as of the Effective Time, into a right to receive PRWT Common Stock
as provided in Section 1.5.  KBL shall give PRWT prompt notice of any
demands for payment received by KBL from a person asserting appraisal rights,
and PRWT shall have the right to participate in all negotiations and proceedings
with respect to such demands.  KBL shall not, except with the prior
written consent of PRWT, make any payment with respect to, or settle or offer to
settle, any such demands.

     

    (b)           As
used herein, “Dissenting Shares”
means any shares of KBL Common Stock held by stockholders of KBL who are
entitled to appraisal rights under the DGCL, and who have properly exercised,
perfected and not subsequently withdrawn or lost or waived their rights to
demand payment with respect to those shares in accordance with the
DGCL.

     

    1.16         Outstanding PRWT Derivative
Securities.  All outstanding options to purchase Company Stock
set forth on Schedule
2.3 shall remain outstanding at the Effective Time, but each such option
shall represent the options under the Pubco Plan (as defined) to purchase
approximately that number of shares of PRWT Common Stock set forth on Schedule
2.3 at the exercise prices set forth on Schedule 2.3.

     

    1.17         Release
Payment.  In connection with the transactions contemplated
hereby and upon the Closing, PRWT shall pay an aggregate of $3.5 million (the
“Release
Payment”) to the Stockholders, pro rata in accordance with their
respective ownership of PRWT Common Stock existing prior to Closing, as set
forth on Schedule
1.17.  Such payment shall be in consideration of the release
set forth in Section 1.14(a).  

     

    
      
        
        

      

      
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    ARTICLE
II

     

    REPRESENTATIONS AND
WARRANTIES OF PRWT

     

    Subject
to the exceptions set forth in Schedule 2 attached
hereto (the “PRWT
Schedule”), PRWT and Merger Sub each hereby represents and warrants to
KBL and the Surviving Pubco as follows (as used in this Article II, and
elsewhere in this Agreement, the term “PRWT” includes the
Merger Sub and the other Subsidiaries, as hereinafter defined, unless the
context clearly otherwise indicates):

     

    2.1           Organization and
Qualification.

     

    (a)           PRWT
is a corporation duly incorporated, validly existing and in good standing under
the laws of the Commonwealth of Pennsylvania and has the requisite corporate
power and authority to own, lease and operate its assets and properties and to
carry on its business as it is now being or currently planned by PRWT to be
conducted.  PRWT is in possession of all franchises, grants,
authorizations, licenses, permits, easements, consents, certificates, approvals
and orders (“Approvals”) necessary
to own, lease and operate the properties it purports to own, operate or lease
and to carry on its business as it is now being or currently planned by PRWT to
be conducted, except where the failure to have such Approvals would not,
individually or in the aggregate, reasonably be expected to have a Material
Adverse Effect on PRWT.  Complete and correct copies of the articles
of incorporation and by-laws (or other comparable governing instruments with
different names) (collectively referred to herein as “Charter Documents”)
of PRWT, as amended and currently in effect, have been heretofore made available
to KBL or KBL’s counsel.  PRWT is not in violation of any of the
provisions of its Charter Documents.

     

    (b)           PRWT
is duly qualified or licensed to do business as a foreign corporation and is in
good standing in each jurisdiction where the character of the properties owned,
leased or operated by it or the nature of its activities makes such
qualification or licensing necessary, except for such failures to be so duly
qualified or licensed and in good standing that would not, individually or in
the aggregate, reasonably be expected to have a Material Adverse Effect on
PRWT.  Each jurisdiction in which PRWT is so qualified or licensed is
listed in Schedule
2.1.

     

    2.2           Subsidiaries.

     

    (a)           PRWT
has no direct or indirect subsidiaries or participations in joint ventures or
other entities other than Merger Sub and those listed in Schedule 2.2
(collectively, the “Subsidiaries”).  PRWT
owns all of the outstanding equity securities of Merger Sub and, except as set
forth in Schedule
2.2, PRWT owns all of the outstanding equity securities of the other
Subsidiaries, free and clear of all Liens (as defined in Section
10.2(e)).  Except for Merger Sub and the other Subsidiaries, PRWT does
not own, directly or indirectly, any ownership, equity, profits or voting
interest in any Person or has any agreement or commitment to purchase any such
interest, and has not agreed and is not obligated to make nor is bound by any
written, oral or other agreement, contract, subcontract, lease, binding
understanding, instrument, note, option, warranty, purchase order, license,
sublicense, insurance policy, benefit plan, commitment or undertaking of any
nature, as of the date hereof or as may hereafter be in effect under which it
may become obligated to make, any future investment in or capital contribution
to any other entity.

     

    
      
        
        

      

      
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    (b)           Merger
Sub and each other Subsidiary that is a corporation is duly incorporated,
validly existing and in good standing under the laws of its state of
incorporation (as listed in Schedule 2.2) and has
the requisite corporate power and authority to own, lease and operate its assets
and properties and to carry on its business as it is now being or currently
planned by PRWT to be conducted.  Each Subsidiary that is a limited
liability company is duly organized or formed, validly existing and in good
standing under the laws of its state of organization or formation (as listed in
Schedule 2.2)
and has the requisite power and authority to own, lease and operate its assets
and properties and to carry on its business as it is now being or currently
planned by PRWT to be conducted.  Merger Sub and each other Subsidiary
is in possession of all Approvals necessary to own, lease and operate the
properties it purports to own, operate or lease and to carry on its business as
it is now being or currently planned by PRWT to be conducted, except where the
failure to have such Approvals would not, individually or in the aggregate,
reasonably be expected to have a Material Adverse Effect on PRWT or such
Subsidiary.  Complete and correct copies of the Charter Documents of
each Subsidiary, as amended and currently in effect, have been heretofore
delivered to KBL or KBL’s counsel.  No Subsidiary is in violation of
any of the provisions of its Charter Documents.

     

    (c)           Merger
Sub and each other Subsidiary is duly qualified or licensed to do business as a
foreign corporation or foreign limited liability company and is in good standing
in each jurisdiction where the character of the properties owned, leased or
operated by it or the nature of its activities makes such qualification or
licensing necessary, except for such failures to be so duly qualified or
licensed and in good standing that would not, individually or in the aggregate,
reasonably be expected to have a Material Adverse Effect on PRWT or such
Subsidiary.  Each jurisdiction in which each Subsidiary is so
qualified or licensed is listed in Schedule
2.2.

     

    (d)           Merger
Sub does not have any assets or properties of any kind, does not now conduct and
has never conducted any business, and has and will have at the Closing no
obligations or liabilities of any nature whatsoever, except for such obligations
as are imposed under this Agreement.

     

    (e)           The
minute books of each Subsidiary contain true, complete and accurate records of
all meetings and consents in lieu of meetings of its board of directors (and any
committees thereof), similar governing bodies and
shareholders.  Copies of these corporate records of each Subsidiary
have been heretofore made available to KBL or KBL’s counsel.

     

    2.3           Capitalization.

     

    (a)           As
of the date of this Agreement, the authorized capital stock of PRWT consists of
120,010,000 shares of PRWT Common Stock, of which (i) 106,988,477 shares are
designated as Class A Voting Common Stock, of which 84,871,477 shares are issued
and outstanding as of the date of this Agreement and all of which are validly
issued, fully paid and nonassessable, and (ii) 13,021,523 shares are designated
as Class B Non-Voting Stock, of which no shares are issued and outstanding as of
the date of this Agreement.  Schedule 2.3(a)
hereto contains a list of all of the stockholders of PRWT, the number of shares
of PRWT Common Stock owned by each stockholder and each stockholder’s residence
address.

     

    
      
        
        

      

      
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    (b)           Except
as set forth in Schedule 2.3(b)
hereto, as of the date of this Agreement, no shares of PRWT Common Stock are
reserved for issuance upon the exercise of outstanding options to purchase PRWT
Common Stock granted to employees of PRWT or other parties (“PRWT Stock
Options”).  No shares of PRWT Common Stock are reserved for
issuance upon the exercise of outstanding warrants or other rights (other than
PRWT Stock Options) to purchase PRWT Common Stock.   All shares
of PRWT Common Stock subject to issuance as aforesaid, upon issuance on the
terms and conditions specified in the instrument pursuant to which they are
issuable, will be duly authorized, validly issued, fully paid and nonassessable.
There are no commitments or agreements of any character to which PRWT is bound
obligating PRWT to accelerate the vesting of any PRWT Stock Option as a result
of the Merger.  All outstanding shares of PRWT Common Stock and all
outstanding PRWT Stock Options have been issued and granted in compliance with
(x) all applicable securities laws and (in all material respects) other
applicable laws and regulations, and (y) all requirements set forth in any
applicable PRWT Contracts (as defined in Section 2.19).  PRWT has
heretofore made available to KBL or KBL’s counsel true and complete copies of
the forms of documents used for the issuance of PRWT Stock Options and a true
and complete list of the holders thereof, including their names and the numbers
of shares of PRWT Common Stock underlying such holders’ PRWT Stock
Options.

     

    (c)           Except
as set forth in Schedule 2.3(c)
hereto, there are no subscriptions, options, warrants, equity securities,
partnership interests or similar ownership interests, calls, rights (including
preemptive rights), commitments or agreements of any character to which PRWT is
a party or by which it is bound obligating PRWT to issue, deliver or sell, or
cause to be issued, delivered or sold, or repurchase, redeem or otherwise
acquire, or cause the repurchase, redemption or acquisition of, any shares of
capital stock, partnership interests or similar ownership interests of PRWT or
obligating PRWT to grant, extend, accelerate the vesting of or enter into any
such subscription, option, warrant, equity security, call, right, commitment or
agreement.

     

    (d)           Except
as contemplated by this Agreement and except as set forth in Schedule 2.3(c)
hereto, there are no registration rights, and there is no voting trust, proxy,
rights plan, anti-takeover plan or other agreement or understanding to which
PRWT is a party or by which PRWT is bound with respect to any equity security of
any class of PRWT.

     

    (e)           No
outstanding shares of PRWT Common Stock are unvested or subject to a repurchase
option, risk of forfeiture or other condition under any applicable agreement
with PRWT.

     

    (f)           The
authorized and outstanding capital stock of the Merger Sub is 100 shares of
common stock, par value $0.0001 per share.  PRWT owns all of the
outstanding equity securities of the Merger Sub, free and clear of all
Liens.  There are no outstanding options, warrants or other rights to
purchase securities of the Merger Sub.  The authorized and outstanding
capital stock or membership interests of each other Subsidiary are set forth in
Schedule 2.3(f)
hereto.  Except as set forth in Schedule 2.3(f), PRWT
owns all of the outstanding equity securities of each Subsidiary, free and clear
of all Liens, either directly or indirectly through one or more other
Subsidiaries.  There are no outstanding options, warrants or other
rights to purchase securities of any Subsidiary.

     

    
      
        
        

      

      
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    2.4           Authority Relative to this
Agreement.  Each of PRWT and Merger Sub has all necessary
corporate power and authority to:  (i) execute and deliver this
Agreement and each ancillary document that PRWT or Merger Sub is to execute or
deliver pursuant to this Agreement, and (ii) carry out PRWT’s and Merger Sub’s
respective obligations hereunder and thereunder and, to consummate the
transactions contemplated hereby and thereby (including the
Merger).  The execution and delivery of this Agreement by each of PRWT
and Merger Sub and the consummation by PRWT and Merger Sub of the transactions
contemplated hereby (including the Merger) have been duly and validly authorized
by all necessary corporate action on the part of PRWT and Merger Sub (including
the approval by their respective boards of directors and stockholders), and
except as set forth on Schedule 2.4, no
other corporate proceedings on the part of PRWT or Merger Sub are necessary to
authorize this Agreement or to consummate the transactions contemplated hereby
pursuant to the PBCL and the terms and conditions of this
Agreement.  This Agreement has been duly and validly executed and
delivered by each of PRWT and Merger Sub and, assuming the due authorization,
execution and delivery thereof by the other parties hereto, constitutes the
legal and binding obligation of each of PRWT and Merger Sub, enforceable against
each of them in accordance with its terms, except as may be limited by
bankruptcy, insolvency, reorganization or other similar laws affecting the
enforcement of creditors’ rights generally and by general principles of
equity.

     

    2.5           No Conflict; Required
Filings and Consents.  Except as set forth in Schedule 2.5
hereto:

     

    (a)           The
execution and delivery of this Agreement by each of PRWT and Merger Sub do not,
and the performance of this Agreement by each of PRWT and Merger Sub shall not,
(i) conflict with or violate PRWT’s or Merger Sub’s Charter Documents, (ii)
conflict with or violate any Legal Requirements (as defined in Section 10.2(b)),
(iii) result in any breach of or constitute a default (or an event that with
notice or lapse of time or both would become a default) under, or materially
impair PRWT’s rights or alter the rights or obligations of any third party
under, or give to others any rights of termination, amendment, acceleration or
cancellation of, or result in the creation of a lien or encumbrance on any of
the properties or assets of PRWT pursuant to, any PRWT Contracts or (iv) result
in the triggering, acceleration or increase of any payment to any Person
pursuant to any PRWT Contract, including any “change in control” or similar
provision of any PRWT Contract, except, with respect to clauses (ii), (iii) or
(iv), for any such conflicts, violations, breaches, defaults, triggerings,
accelerations, increases or other occurrences that would not, individually and
in the aggregate, have a Material Adverse Effect on PRWT.

     

    (b)           The
execution and delivery of this Agreement by each of PRWT and Merger Sub do not,
and the performance of its obligations hereunder will not, require any consent,
approval, authorization or permit of, or filing with or notification to, any
Governmental Entity or other third party (including, without limitation, lenders
and lessors), except (i) for applicable requirements, if any, of the Securities
Act, the Exchange Act  or Blue Sky Laws, and the rules and regulations
thereunder, and appropriate documents received from or filed with the relevant
authorities of other jurisdictions in which PRWT is licensed or qualified to do
business, (ii) for the filing of any notifications required under the
Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the “HSR Act”), and the
expiration of the required waiting period thereunder, (iii) the consents,
approvals, authorizations and permits described in Schedule 2.5(a), and
(iv) where the failure to obtain such consents, approvals, authorizations or
permits, or to make such filings or notifications, would not, individually or in
the aggregate, reasonably be expected to have a Material Adverse Effect on PRWT
or, after the Closing, the Surviving Pubco or prevent consummation of the Merger
or otherwise prevent the parties hereto from performing their obligations under
this Agreement.

     

    
      
        
        

      

      
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    2.6           Compliance.  PRWT
has complied with and is not in violation of any Legal Requirements with respect
to the conduct of its business, or the ownership or operation of its business,
except for failures to comply or violations which, individually or in the
aggregate, have not had and are not reasonably likely to have a Material Adverse
Effect on PRWT.  PRWT is not in default or violation of any term,
condition or provision of any applicable Charter Documents.  Except as
set forth in Schedule
2.6, no written notice of non-compliance with any Legal Requirements has
been received by PRWT (and PRWT has no knowledge of any such notice delivered to
any other Person).  PRWT is not in violation of any term of any PRWT
Contract, except for failures to comply or violations which, individually or in
the aggregate, have not had and are not reasonably likely to have a Material
Adverse Effect on PRWT.

     

    2.7           Financial
Statements.

     

    (a)           PRWT
has made available to KBL true and complete copies of the audited
consolidated financial statements
(including any related notes thereto) of PRWT and its Subsidiaries for the
fiscal years ended December 31, 2007, 2006
and 2005 (the “Audited
Financial Statements”).  The Audited Financial Statements were
prepared in accordance with generally accepted accounting principles of the
United States (“U.S.
GAAP”) applied on a consistent basis throughout the periods involved
(except as may be indicated in the notes thereto), and each fairly presents in
all material respects the financial position of PRWT and its Subsidiaries at the
respective dates thereof and the results of their operations and cash flows for
the periods indicated.

     

    (b)           PRWT
has made available to KBL a true and complete copy of the unaudited
consolidated financial statements of
PRWT and its Subsidiaries for the twelve-month period ended December 31, 2008
(including any notes related thereto) (the “Unaudited Financial
Statements”).  The Unaudited Financial Statements comply as to
form in all material respects, and were prepared in accordance, with U.S. GAAP
applied on a consistent basis throughout the periods involved and in a manner
consistent with the preparation of the Audited Financial Statements, and fairly
present in all material respects the financial position of PRWT and its
Subsidiaries at the date thereof and the results of their operations and cash
flows for the period indicated, except that such statements are subject to
normal audit adjustments that are not expected to have a Material Adverse Effect
on PRWT and its Subsidiaries on a consolidated basis and such statements do not
contain notes.

     

    (c)           The
books of account, minute books and transfer ledgers and other similar books and
records of PRWT and its Subsidiaries have been maintained in accordance with
good business practice, are complete and correct in all material respects and
there have been no material transactions that are required to be set forth
therein and which have not been so set forth.

     

    
      
        
        

      

      
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    (d)           Except
as otherwise noted in the Audited Financial Statements or the Unaudited
Financial Statements, the accounts and notes receivable of PRWT and its
Subsidiaries reflected on the balance sheets included in the Audited Financial
Statements and the Unaudited Financial Statements:  (i) arose from
bona fide sales transactions in the ordinary course of business and are payable
on ordinary trade terms, (ii) are legal, valid and binding obligations of the
respective debtors enforceable in accordance with their terms, except as such
may be limited by bankruptcy, insolvency, reorganization, or other similar laws
affecting creditors’ rights generally, and by general equitable principles,
(iii) are not subject to any valid set-off or counterclaim to which PRWT has
been notified in writing except to the extent set forth in such balance sheet
contained therein, and (iv) are not the subject of any actions or proceedings
brought by or on behalf of PRWT or any of its Subsidiaries.

     

    2.8           No Undisclosed
Liabilities.  Except as set forth in Schedule 2.8 hereto,
PRWT and its Subsidiaries have no liabilities (absolute, accrued, contingent or
otherwise) of a nature required to be disclosed on a balance sheet or in the
related notes to financial statements that are, individually or in the
aggregate, material to the business, results of operations or financial
condition of PRWT and its Subsidiaries on a consolidated basis,
except:  (i) liabilities provided for in or otherwise disclosed in the
interim balance sheet included in the Unaudited Financial Statements or in the
notes to the Audited Financial Statements, (ii) such liabilities arising in the
ordinary course of PRWT’s and its Subsidiaries’ businesses since December 31,
2008 and (iii) liabilities or obligations reasonably incurred by or on behalf of
PRWT in connection with this Agreement, none of which, individually or in the
aggregate, would reasonably be expected to have a Material Adverse Effect on
PRWT and its Subsidiaries on a consolidated basis.

     

    2.9           Absence of Certain Changes
or Events.  Except as set forth in Schedule 2.9 hereto
or in the Unaudited Financial Statements, since December 31, 2008, there has not
been:  (i) any Material Adverse Effect on PRWT, (ii) any declaration,
setting aside or payment of any dividend on, or other distribution (whether in
cash, stock or property) in respect of, any of the shares of PRWT Common Stock,
or any purchase, redemption or other acquisition by PRWT of any of the shares of
PRWT Common Stock or any other securities or any options, warrants, calls or
rights to acquire any such shares or other securities, (iii) any split,
combination or reclassification of any of the shares of PRWT Common Stock, (iv)
any granting by PRWT of any increase in compensation or fringe benefits, except
for normal increases of cash compensation in the ordinary course of business
consistent with past practice, or any payment by PRWT of any bonus, except for
bonuses made in the ordinary course of business consistent with past practice,
or any granting by PRWT of any increase in severance or termination pay or any
entry by PRWT into any currently effective employment, severance, termination or
indemnification agreement or any agreement the benefits of which are contingent
or the terms of which are materially altered upon the occurrence of a
transaction involving PRWT of the nature contemplated hereby, (v) entry by PRWT
into any licensing or other agreement with regard to the acquisition or
disposition of any Intellectual Property (as defined in Section 2.18(a)(i)
hereof) other than licenses in the ordinary course of business consistent with
past practice or any amendment or consent with respect to any licensing
agreement filed or required to be filed by PRWT with respect to any Governmental
Entity, (vi) any material change by PRWT in its accounting methods, principles
or practices, except as required by concurrent changes in U.S. GAAP, (vii) any
change in the auditors of PRWT, (viii) any issuance of capital stock of PRWT,
(ix) any revaluation by PRWT of any of its assets, including, without
limitation, writing down the value of capitalized inventory or writing off notes
or accounts receivable or any sale of assets of PRWT other than in the ordinary
course of business, or (x) any agreement, whether written or oral, to do any of
the foregoing.

     

    
      
        
        

      

      
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    2.10           Litigation.  Except
as disclosed in Schedule 2.10 hereto,
there are no material claims, suits, actions or proceedings pending or, to the
knowledge of PRWT, threatened against PRWT before any court, governmental
department, commission, agency, instrumentality or authority, or any
arbitrator.

     

    2.11           Employee Benefit
Plans.

     

    (a)           Schedule 2.11(a)
lists all material employee compensation, severance, deferred compensation,
incentive, fringe or benefit plans, programs, policies, commitments or other
arrangements (whether or not set forth in a written document and including,
without limitation, all “employee benefit plans” within the meaning of Section
3(3) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”)) covering any
active or former employee, director or consultant of PRWT, or any trade or
business (whether or not incorporated) which is under common control with PRWT
within the meaning of Section 414 of the Internal Revenue Code (“Code”) (an “ERISA Affiliate”),
with respect to which PRWT has material liability (individually, a “Plan,” and,
collectively, the “Plans”).  Except
as set forth in Schedule 2.11(a), all
Plans have been maintained and administered in all material respects in
compliance with their respective terms and with the requirements prescribed by
any and all statutes, orders, rules and regulations which are applicable to such
Plans, and all liabilities with respect to the Plans have been properly
reflected in the financial statements and records of PRWT.  No suit,
action or other litigation (excluding claims for benefits incurred in the
ordinary course of Plan activities) has been brought, or, to the knowledge of
PRWT, is threatened, against or with respect to any Plan.  There are
no audits, inquiries or proceedings pending or, to the knowledge of PRWT,
threatened by any governmental agency with respect to any Plan.  All
contributions, reserves or premium payments required to be made or accrued as of
the date hereof to the Plans have been timely made or accrued. PRWT does not
have any plan or commitment to establish any new Plan, to modify any Plan
(except to the extent required by law or to conform any such Plan to the
requirements of any applicable law, in each case as previously disclosed to KBL
in writing, or as required by this Agreement), or to enter into any new
Plan.  Except as disclosed in Schedule 2.11(a),
each Plan can be amended, terminated or otherwise discontinued after the Closing
in accordance with its terms, without liability to KBL or PRWT (other than
ordinary administration expenses and expenses for benefits accrued but not yet
paid)).

     

    (b)           Except
as disclosed in Schedule 2.11(b) hereto,
neither the execution and delivery of this Agreement nor the consummation of the
transactions contemplated hereby will (i) result in any payment (including
severance, unemployment compensation, golden parachute, bonus or otherwise)
becoming due to any shareholder, director, officer or employee of PRWT under any
Plan or otherwise, (ii) materially increase any benefits otherwise payable under
any Plan, or (iii) result in the acceleration of the time of payment or vesting
of any such benefits.

     

    
      
        
        

      

      
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    (c)           Except
as disclosed on Schedule 2.11(c) none
of the Plans promises or provides retiree medical or other retiree welfare
benefits to any person except as required by applicable law, and PRWT has not
represented, promised or contracted to provide such retiree benefits to any
employee, former employee, director, consultant or other person, except to the
extent required by law.

     

    (d)           None
of PRWT or the Stockholders is a party to any agreement, contract or arrangement
(including this Agreement) that would reasonably be likely to result, separately
or in the aggregate, (i) in the payment of any “excess parachute payments”
within the meaning of Section 280G of the Code as a result of the consummation
of the transactions contemplated by this Agreement involving the Surviving Pubco
or (ii) in any liability pursuant to Section 409A(a)(1)(B) of the
Code.

     

    2.12         Labor
Matters.

     

    (a)           Except
as set forth on Schedule
2.12:

     

    (i)           PRWT
is not a party to any collective bargaining agreement or other labor union
contract applicable to persons employed by PRWT nor does PRWT know of any
activities or proceedings of any labor union to organize any such
employees;

     

    (ii)          To
the knowledge of PRWT, there is no activity or proceeding by any labor
organization or other group seeking to represent employees or to organize any of
PRWT’s employees; and

     

    (iii)         There
is no unfair labor practice, labor dispute, demand for arbitrator or arbitration
proceeding pending or to the knowledge of PRWT threatened, involving any
employee of PRWT.

     

    (b)           Except
as provided for in the collective bargaining agreements and labor union
contracts set forth on Schedule 2.12, each
employee and consultant of PRWT is terminable “at will” subject to applicable
notice periods as set forth by law or in any applicable employment
agreement.  PRWT is not aware that any of its officers or key
employees intends to terminate his or her employment with PRWT.

     

    (c)           PRWT
is in compliance in all material respects with all applicable federal, state and
local laws and regulations relating to employment.

     

    (d)           PRWT
has withheld and paid to (or is holding for payment not yet due) the appropriate
Governmental Authority all amounts required by Law or agreement to be withheld
from the wages or salaries due to each of the employees. PRWT has paid in full
to all of the employees all wages, salaries, bonuses, benefits, commissions and
other compensation due to them or otherwise arising under any Law, plan, policy,
practice, program or agreement and has not unlawfully withheld any such wages,
salaries, bonuses, benefits, commissions or other compensation.

     

    
      
        
        

      

      
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    2.13         Business
Activities.  Except as disclosed in Schedule 2.13 hereto,
to PRWT’s knowledge, there is no agreement, commitment, judgment, injunction,
order or decree binding upon PRWT or its assets or to which PRWT is a party
which has or could reasonably be expected to have the effect of prohibiting or
materially impairing any business practice of PRWT, any acquisition of property
by PRWT or the conduct of business by PRWT as currently conducted other than
such effects, individually or in the aggregate, which have not had and would not
reasonably be expected to have a Material Adverse Effect on PRWT.

     

    2.14         Title to
Property.

     

    (a)           All
real property owned by PRWT and its Subsidiaries (including improvements and
fixtures thereon, easements and rights of way) is shown or reflected on the
balance sheet of PRWT included in the Unaudited Financial Statements. PRWT and
its Subsidiaries have good, valid and marketable fee simple title to the real
property owned by it, and except as set forth in the Audited Financial
Statements or on Schedule 2.14(a)
hereto, all such real property is held free and clear of all Liens, leases,
licenses and other rights to occupy or use such real property.  Schedule 2.14(a)
hereto also contains a list of all options or other contracts under which PRWT
or its Subsidiaries have a right to acquire or the obligation to sell any
interest in real property.

     

    (b)           All
personal property of PRWT and its Subsidiaries owned, used or held for use in
connection with the business of PRWT (the “Personal Property”)
is shown or reflected on the balance sheet included in the Audited Financial
Statements or Unaudited Financial Statements, to the extent required by U.S.
GAAP, as of the dates of such Audited Financial Statements and Unaudited
Financial Statements, other than those acquired on or after the date of the
Unaudited Financial Statements in the ordinary course of
business.  Schedule 2.14(b)
hereto contains a list of all leases of real property by PRWT and its
Subsidiaries.  PRWT and its Subsidiaries have good and marketable
title to the Personal Property owned by it, and all such Personal Property is in
each case held free and clear of all Liens, except for Liens disclosed on Schedule
2.14(b).

     

    (c)           All
leases pursuant to which PRWT or its Subsidiaries lease from others material
real property or Personal Property are valid and effective in accordance with
their respective terms, and there is not, under any of such leases, any existing
material default or event of default of PRWT or its Subsidiaries or, to PRWT’s
knowledge, any other party (or any event which with notice or lapse of time, or
both, would constitute a material default), except where the lack of such
validity and effectiveness or the existence of such default or event of default
could not reasonably be expected to have a Material Adverse Effect on PRWT or
its Subsidiaries.

     

    2.15         Taxes.

     

    (a)           Definition of
Taxes.  For the purposes of this Agreement, “Tax” or “Taxes” refers to any
and all federal, state, local and foreign taxes, including, without limitation,
gross receipts, income, profits, sales, use, occupation, value added, ad
valorem, transfer, franchise, withholding, payroll, recapture, employment,
excise and property taxes, assessments, governmental charges and duties together
with all interest, penalties and additions imposed with respect to any such
amounts and any obligations under any agreements or arrangements with any other
Person with respect to any such amounts and including any liability of a
predecessor entity for any such amounts.

     

    
      
        
        

      

      
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    (b)           Tax Returns and
Audits.  Except as set forth in Schedule 2.15
hereto:

     

    (i)           PRWT
has timely filed all federal, state, local and foreign returns, estimates,
information statements and reports relating to Taxes (“Returns”) required to
be filed by PRWT with any Tax authority prior to the date hereof, except such
Returns that are not material to PRWT.  All such Returns are true,
correct and complete in all material respects.  PRWT has paid all
Taxes shown to be due and payable on such Returns.

     

    (ii)           All
Taxes that PRWT is required by law to withhold or collect have been duly
withheld or collected, and have been timely paid over to the proper governmental
authorities to the extent due and payable.

     

    (iii)           PRWT
has not been delinquent in the payment of any Tax nor is there any Tax
deficiency outstanding, proposed or assessed against PRWT, nor has PRWT executed
any unexpired waiver of any statute of limitations on or extending the period
for the assessment or collection of any Tax.  PRWT has complied with
all Legal Requirements with respect to payments made to third parties and the
withholding of any payment of withheld Taxes and has timely withheld from
employee wages and other payments and timely paid over in full to the proper
taxing authorities all amounts required to be so withheld and paid over for all
periods.

     

    (iv)           To
the knowledge of PRWT, no audit or other examination of any Return of PRWT by
any Tax authority is presently in progress, nor has PRWT been notified of any
request for such an audit or other examination.

     

    (v)           No
adjustment relating to any Returns filed by PRWT has been proposed in writing,
formally or informally, by any Tax authority to PRWT or any representative
thereof.

     

    (vi)           PRWT
has no liability for any unpaid Taxes which have not been accrued for or
reserved on PRWT’s balance sheets included in the Audited Financial Statements
or the Unaudited Financial Statements, whether asserted or unasserted,
contingent or otherwise, other than any liability for unpaid Taxes that may have
accrued since the end of the most recent fiscal year in connection with the
operation of the business of PRWT in the ordinary course of business, none of
which is material to the business, results of operations or financial condition
of PRWT or, if any such amount is material, it has been accrued on the books and
records of PRWT in accordance with U.S. GAAP.

     

    
      
        
        

      

      
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    2.16         Environmental
Matters.

     

    (a)           Except
as disclosed in Schedule 2.16 hereto
and except for such matters that, individually or in the aggregate, are not
reasonably likely to have a Material Adverse Effect:  (i) PRWT has
complied with all applicable Environmental Laws (as defined below); (ii) the
properties currently operated by PRWT (including soils, groundwater, surface
water, air, buildings or other structures) are not contaminated with any
Hazardous Substances (as defined below); (iii) the properties formerly owned or
operated by PRWT were not contaminated with Hazardous Substances during the
period of ownership or operation by PRWT or, to PRWT’s knowledge, during any
prior period; (iv) PRWT is not currently subject to liability for any Hazardous
Substance disposal or contamination on any third party or public property
(whether above, on or below ground or in the atmosphere or water); (v) PRWT has
not received any written notice, demand, letter, claim or request for
information alleging that PRWT may be in violation of or liable under any
Environmental Law; and (vi) PRWT is not subject to any orders, decrees,
injunctions or other arrangements with any Governmental Entity or subject to any
written indemnity or other written agreement with any third party relating to
liability under any Environmental Law.

     

    (b)           As
used in this Agreement, the term “Environmental Law”
means any federal, state, local or foreign law, regulation, order, decree,
permit, authorization, opinion, common law or agency requirement relating
to:  (A) the protection, investigation or restoration of the
environment, health and safety, or natural resources; (B) the handling, use,
presence, disposal, release or threatened release of any Hazardous Substance;
(C) the maintenance, remediation, cleanup, operation or modification of any
facility now owned or operated by PRWT or previously owned or operated by PRWT
or its predecessors; or (D) noise, odor, wetlands, pollution, contamination or
any injury or threat of injury to persons or property.

     

    (c)           As
used in this Agreement, the term “Hazardous Substance”
means any substance that is:  (i) listed, classified or regulated
pursuant to any Environmental Law; (ii) any petroleum product or by-product,
asbestos-containing material, lead-containing paint or plumbing, polychlorinated
biphenyls, radioactive materials or radon; or (iii) any other substance which is
the subject of regulatory action by any Governmental Entity pursuant to any
Environmental Law.

     

    (d)           PRWT
has made available to KBL or KBL’s counsel all material environmental reports
completed with respect to PRWT and/or its Subsidiaries or their respective
properties, assets or operations, including all Phase I assessment reports,
which are in the possession of PRWT.

     

    (e)           PRWT
has no knowledge of any underground storage tanks on any of its Real
Property.

     

    (f)           Except
as set forth on Schedule 2.16(f),
PRWT has no knowledge of any claims relating to asbestos exposure with respect
to  its employees to the extent that such exposure occurred on or
after January 1, 2008 at any of its facilities.

     

    (g)           Notwithstanding
anything herein to the contrary, the representations set forth in this Section
2.16 are PRWT’s sole representations with respect to environmental
matters.

     

    2.17         Brokers; Third Party
Expenses.  Except as set forth in Schedule 2.17 hereto,
PRWT has not incurred, nor will it incur, directly or indirectly, any liability
for brokerage, finders’ fees, agent’s commissions or any similar charges in
connection with this Agreement or any transactions contemplated
hereby.

     

    
      
        
        

      

      
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    2.18         Intellectual
Property.

     

    (a)           Schedule 2.18 hereto
contains a description of all material PRWT Intellectual Property (except trade
secrets, proprietary information, know how, technical data, customer lists,
unregistered copyrights, databases and data collections).  For the
purposes of this Agreement, the following terms have the following
definitions:

     

    (i)           “Intellectual
Property” shall mean any or all of the following and all worldwide common
law and statutory rights in, arising out of, or associated therewith: (i)
patents and applications therefor and all reissues, divisions, renewals,
extensions, provisionals, continuations and continuations-in-part thereof
(“Patents”);
(ii) inventions (whether patentable or not), invention disclosures,
improvements, trade secrets, proprietary information, know how, technology,
technical data and customer lists, and all documentation relating to any of the
foregoing; (iii) copyrights, copyrights registrations and applications therefor,
and all other rights corresponding thereto throughout the world (“Copyrights”); (iv)
software and software programs; (v) domain names, uniform resource locators and
other names and locators associated with the Internet; (vi) industrial designs
and any registrations and applications therefor; (vii) trade names, logos,
common law trademarks and service marks, trademark and service mark
registrations and applications therefor (collectively, “Trademarks”); (viii)
all databases and data collections and all rights therein; (ix) all moral and
economic rights of authors and inventors, however denominated, and (x) any
similar or equivalent rights to any of the foregoing (as
applicable).

     

    (ii)          “PRWT Intellectual
Property” shall mean any Intellectual Property that is owned by, or
exclusively licensed to, PRWT, including software and software programs
developed by or exclusively licensed to PRWT (specifically excluding any off the
shelf or shrink-wrap software).

     

    (iii)         “Registered Intellectual
Property” means all Intellectual Property that is the subject of an
application, certificate, filing, registration or other document issued, filed
with, or recorded by any government or other legal authority.

     

    (iv)         “PRWT Registered Intellectual
Property” means all of the Registered Intellectual Property owned by, or
filed in the name of, PRWT.

     

    (v)     
    “PRWT Products” means
all current versions of products or service offerings of PRWT.

     

    (b)           PRWT
owns or has enforceable rights to use all material Intellectual Property
required for the conduct of its business as presently
conducted.  Except as disclosed in Schedule 2.18 hereto, no PRWT
Intellectual Property or PRWT Product is subject to any material proceeding or
outstanding decree, order, judgment, contract, license, or agreement restricting
in any manner the use, transfer or licensing thereof by PRWT, other than in the
ordinary course of business, or which may affect the validity, use or
enforceability of such PRWT Intellectual Property or PRWT Product that in any
such case could reasonably be expected to have a Material Adverse Effect on
PRWT.

     

    
      
        
        

      

      
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    (c)           Except
as disclosed in Schedule 2.18 hereto, PRWT
owns and has good and exclusive title to, or has the valid right to use, each
material item of PRWT Intellectual Property owned or licensed by it free and
clear of any Liens (excluding non-exclusive licenses and related restrictions
granted by it in the ordinary course of business); and PRWT is the exclusive
owner of all material registered Trademarks and Copyrights used in connection
with the operation or conduct of the business of PRWT including the sale of any
products or the provision of any services by PRWT.

     

    (d)           To
PRWT’s knowledge, the operation of the business of PRWT as such business
currently is conducted, including PRWT’s use of any product, device or process,
has not and does not infringe or misappropriate the Intellectual Property of any
third party and PRWT has not received any written claims or threats from third
parties alleging any such infringement or misappropriation.

     

    2.19         Agreements, Contracts and
Commitments.

     

    (a)           Schedule 2.19 hereto
sets forth a complete and accurate list of all Material PRWT Contracts (as
hereinafter defined), specifying the parties thereto.  For purposes of
this Agreement, (i) the term “PRWT Contracts” shall mean
all contracts, agreements, leases, mortgages, indentures, notes, bonds,
licenses, permits, franchises, purchase orders, sales orders, and other
understandings, commitments and obligations of any kind, whether written or
oral, to which PRWT is a party or by or to which any of the properties or assets
of PRWT may be bound, subject or affected (including without limitation notes or
other instruments payable to PRWT) and (ii) the term “Material PRWT
Contracts” shall mean (x) each PRWT Contract (A) providing for payments
(present or future) to PRWT in excess of $250,000 in the aggregate or (B) under
or in respect of which PRWT presently has any liability or obligation of any
nature whatsoever (absolute, contingent or otherwise) in excess of $250,000, (y)
each PRWT Contract that otherwise is or may be material to the businesses,
operations, assets, condition (financial or otherwise) of PRWT, and (z) the
limitations of subclause (x) and subclause (y) notwithstanding, each of the
following PRWT Contracts:

     

    (i)          any
mortgage, indenture, note, installment obligation or other instrument, agreement
or arrangement for or relating to any borrowing of money by or from PRWT and by
or to any officer, director, employee, stockholder or holder of derivative
securities of PRWT (“Insider”);

     

    (ii)         any
guaranty, direct or indirect, by PRWT, a Subsidiary or any Insider of PRWT of
any obligation for borrowings, or otherwise, excluding endorsements made for
collection in the ordinary course of business;

     

    (iii)        any
PRWT Contract of employment or management;

     

    (iv)        any
PRWT Contract (x) made other than in the ordinary course of business or (y)
providing for the grant of any preferential rights to purchase or lease any
asset of PRWT or (z) providing for any right (exclusive or non-exclusive) to
sell or distribute, or otherwise relating to the sale or distribution of, any
product or service of PRWT;

     

    
      
        
        

      

      
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    (v)         any
obligation to register any shares of the capital stock or other securities of
PRWT with any Governmental Entity;

     

    (vi)        any
obligation to make payments, contingent or otherwise, arising out of the prior
acquisition of the business, assets or stock of other Persons;

     

    (vii)        any
collective bargaining agreement with any labor union;

     

    (viii)      any
lease or similar arrangement for the use by PRWT of real property or Personal
Property where the annual lease payments are greater than $100,000 (other than
any lease of vehicles, office equipment or operating equipment made in the
ordinary course of business);

     

    (ix)         any
PRWT Contract granting or purporting to grant, or otherwise in any way relating
to, any mineral rights or any other interest (including, without limitation, a
leasehold interest) in real property; and

     

    (x)          any
PRWT Contract to which any Insider of PRWT, or any entity owned or controlled by
an Insider, is a party.

     

    (b)           Each
Material PRWT Contract was entered into at arms’ length and in the ordinary
course, except as set forth in Schedule 2.14(b), is
in full force and effect and, to PRWT’s knowledge, is valid and binding upon and
enforceable against each of the parties thereto, except insofar as
enforceability may be limited by applicable bankruptcy, insolvency,
reorganization, moratorium or similar laws affecting creditors’ rights generally
or by principles governing the availability of equitable remedies.  To
PRWT’s knowledge, no other party to a Material PRWT Contract is the subject of a
bankruptcy or insolvency proceeding. True and complete copies of all Material
PRWT Contracts (or written summaries in the case of oral Material PRWT Contracts
or offers or proposals) have been heretofore made available to KBL or KBL’s
counsel.

     

    (c)           Except
as set forth in Schedule 2.19,
neither PRWT nor, to PRWT’s knowledge, any other party thereto is in breach of
or in default under, and no event has occurred which with notice or lapse of
time or both would become a breach of or default under, any Material PRWT
Contract, and no party to any Material PRWT Contract has given any written
notice of any claim of any such breach, default or event, which, individually or
in the aggregate, are reasonably likely to have a Material Adverse Effect on
PRWT.  Each Material PRWT Contract that has not expired by its terms
is in full force and effect.

     

    2.20         Insurance.  Schedule 2.20 sets
forth PRWT’s insurance policies and fidelity and surety bonds covering the
assets, business, equipment, properties, operations, employees, officers and
directors (collectively, the “Insurance Policies”)
as of the date hereof.  The insurances provided by such Insurance
Policies are adequate in amount and scope for PRWT’s business and operations,
consistent with normal industry practices, including any insurance required to
be maintained by PRWT Contracts.  Schedule 2.20 shall
be updated as of the Closing Date and such update shall be delivered to KBL in
connection with the Closing.

     

    
      
        
        

      

      
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    2.21         Governmental
Actions/Filings.

     

    (a)           Except
as set forth in Schedule 2.21(a),
PRWT has been granted and holds, and has made, all Governmental Actions/Filings
(as defined below) (including, without limitation, Governmental Actions/Filings
necessary to the conduct by PRWT of its business (as presently conducted and as
presently proposed to be conducted) or used or held for use by PRWT, and true,
complete and correct copies of which have heretofore been delivered to KBL or
KBL’s counsel.  Each such Governmental Action/Filing is in full force
and effect and, except as disclosed in Schedule 2.21(a)
hereto, will not expire prior to December 31, 2009 (except to the extent such
expiration would not reasonably be expected to have a Material Adverse Effect on
PRWT) and to PRWT’s knowledge, PRWT is in substantial compliance with all of its
obligations with respect thereto.  To PRWT’s knowledge, no event has
occurred and is continuing which requires or permits, or after notice or lapse
of time or both would require or permit, and consummation of the transactions
contemplated by this Agreement or any ancillary documents will not require or
permit (with or without notice or lapse of time, or both), any modification or
termination of any such Governmental Actions/Filings except such events which,
either individually or in the aggregate, would not have a Material Adverse
Effect upon PRWT.

     

    (b)           Except
as set forth in Schedule 2.21(b), no
Governmental Action/Filing is necessary to be obtained, secured or made by PRWT
to enable it to continue to conduct its businesses and operations and use its
properties after the Closing in a manner which is consistent with current
practice.

     

    (c)           For
purposes of this Agreement, the term “Governmental
Action/Filing” shall mean any franchise, license, certificate of
compliance, authorization, consent, order, permit, approval, consent or other
action of, or any filing, registration or qualification with, any federal,
state, municipal, foreign or other governmental, administrative or judicial
body, agency or authority.

     

    2.22           Interested Party
Transactions.  Except as set forth in the Schedule 2.22 hereto,
or expressly stated in the Audited Financial Statements, no employee, officer,
director or shareholder of PRWT or a member of his or her immediate family is
indebted to PRWT, nor is PRWT indebted (or committed to make loans or extend or
guarantee credit) to any of such Persons, other than (i) for payment of salary
for services rendered, (ii) reimbursement for reasonable expenses incurred on
behalf of PRWT, and (iii) for other employee benefits made generally available
to all employees.  Except as set forth in Schedule 2.22, to
PRWT’s knowledge, none of such individuals has any direct or indirect ownership
interest in any Person with whom PRWT is affiliated or with whom PRWT has a
contractual relationship, or in any Person that competes with PRWT, except that
each Insider and members of their respective immediate families may own less
than 5% of the outstanding stock in publicly traded companies that may compete
with PRWT.  Except as set forth in Schedule 2.22, to the
knowledge of PRWT, no Insider or any member of an Insider’s immediate family is,
directly or indirectly, interested in any Material PRWT Contract with PRWT
(other than such contracts as relate to any such Person’s ownership of capital
stock or other securities of PRWT or such Person’s employment with
PRWT).

     

    
      
        
        

      

      
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    2.23           Board and Stockholder
Approval.  The board of directors of PRWT (including any
required committee or subgroup thereof) has, as of the date of this Agreement,
duly approved, subject to the approval of PRWT’s stockholders, this Agreement
and the transactions contemplated hereby.  This Agreement and the
consummation of the Merger and other transactions contemplated hereby have been
duly and validly approved by the holders of the necessary outstanding PRWT
Common Stock as required under the Applicable Pennsylvania Law.

     

    2.24           Compliance with Minority
Certifications.  Schedule 2.24 sets
forth all federal, state and local and organizational body (including the
National Minority Supplier Development Council) minority owned business
certifications and registrations that have been granted to PRWT that are
currently in effect (collectively, the “Minority Owned Business
Certifications”).  PRWT has no knowledge of any facts or
circumstances currently existing that would be likely to cause PRWT to not be in
compliance with the Minority Owned Business Certifications.

     

    2.25           Representations and
Warranties Complete.  The representations and warranties of
PRWT included in this Agreement and any list, statement, document or information
set forth in, or attached to, any Schedule provided pursuant to this Agreement
or delivered hereunder (excluding any and all drafts of such documentation), are
true and complete in all material respects and do not contain any untrue
statement of a material fact or omit to state a material fact required to be
stated therein or necessary to make the statements contained therein not
misleading, under the circumstance under which they were made.

     

    2.26           Survival of Representations
and Warranties.  The representations and warranties of PRWT set
forth in this Agreement shall survive the Closing until, and shall terminate and
be of no further force or effect on, the Final Escrow Release Date.

     

    ARTICLE
III

     

    REPRESENTATIONS AND
WARRANTIES OF KBL

     

    Subject
to the exceptions set forth in Schedule 3 attached
hereto (the “KBL
Schedule”), KBL represents and warrants to, and covenants with, PRWT,
Merger Sub and the Stockholders, as follows:

     

    3.1           Organization and
Qualification.

     

    (a)           KBL
is a corporation duly incorporated, validly existing and in good standing under
the laws of the State of Delaware and has the requisite corporate power and
authority to own, lease and operate its assets and properties and to carry on
its business as it is now being or currently planned to be
conducted.  KBL is in possession of all Approvals necessary to own,
lease and operate the properties it purports to own, operate or lease and to
carry on its business as it is now being or currently planned to be conducted by
KBL, except where the failure to have such Approvals could not, individually or
in the aggregate, reasonably be expected to have a Material Adverse Effect on
KBL.  Complete and correct copies of KBL’s Charter Documents, as
amended and currently in effect, have been heretofore made available to
PRWT.  KBL is not in violation of any of the provisions of its Charter
Documents.

     

    
      
        
        

      

      
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    (b)           KBL
is duly qualified or licensed to do business as a foreign corporation and is in
good standing in each jurisdiction where the character of the properties owned,
leased or operated by it or the nature of its activities makes such
qualification or licensing necessary, except for such failures to be so duly
qualified or licensed and in good standing that could not, individually or in
the aggregate, reasonably be expected to have a Material Adverse Effect on KBL.
Each jurisdiction in which KBL is so qualified or licensed is listed in Schedule
3.1.

     

    3.2           Subsidiaries.  KBL
has no direct or indirect Subsidiaries.  KBL does not own, directly or
indirectly, any ownership, equity, profits or voting interest in any Person or
has any agreement or commitment to purchase any such interest, and has not
agreed and is not obligated to make nor is bound by any written, oral or other
agreement, contract, subcontract, lease, binding understanding, instrument,
note, option, warranty, purchase order, license, sublicense, insurance policy,
benefit plan, commitment or undertaking of any nature, as of the date hereof or
as may hereafter be in effect under which it may become obligated to make, any
future investment in or capital contribution to any other entity.

     

    3.3           Capitalization.

     

    (a)           As
of the date of this Agreement, the authorized capital stock of KBL consists of
50,000,000 shares of KBL Common Stock and 1,000,000 shares of preferred stock,
par value $0.0001 per share (“KBL Preferred
Stock”), of which 21,000,000 shares of KBL Common Stock are issued and
outstanding and no shares of KBL Preferred Stock are issued and outstanding, all
of which are validly issued, fully paid and nonassessable.  Other than
the KBL Common Stock and KBL Preferred Stock, KBL has no class or series of
securities authorized by its Charter Documents.

     

    (b)           Except
as set forth in Schedule 3.3(b), as of the date
of this Agreement, (i) no shares of KBL Common Stock or KBL Preferred Stock are
reserved for issuance upon the exercise of outstanding options to purchase KBL
Common Stock or KBL Preferred Stock granted to employees of KBL or other parties
(“KBL Stock
Options”) and there are no outstanding KBL Stock Options; (ii) no shares
of KBL Common Stock or KBL Preferred Stock are reserved for issuance upon the
exercise of outstanding warrants to purchase KBL Common Stock or KBL Preferred
Stock and there are no outstanding KBL Warrants; and (iii) no shares of KBL
Common Stock or KBL Preferred Stock are reserved for issuance upon the
conversion of the KBL Preferred Stock or any outstanding convertible notes,
debentures or securities (“KBL Convertible
Securities”).  All shares of KBL Common Stock and KBL Preferred
Stock subject to issuance as aforesaid, upon issuance on the terms and
conditions specified in the instrument pursuant to which they are issuable, will
be duly authorized, validly issued, fully paid and nonassessable.  All
outstanding shares of KBL Common Stock and all outstanding KBL Warrants have
been issued and granted in compliance with (x) all applicable securities laws
and (in all material respects) other applicable laws and regulations, and (y)
all requirements set forth in any applicable KBL Contracts (as defined in
Section 3.19).  KBL has heretofore delivered to PRWT true, complete
and accurate copies of the KBL Warrants, including any and all documents and
agreements relating thereto.

     

    
      
        
        

      

      
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    (c)           The
shares of KBL Common Stock to be issued by KBL in connection with the Merger,
upon issuance in accordance with the terms of this Agreement, will be duly
authorized and validly issued and such shares of KBL Common Stock will be fully
paid and nonassessable.

     

    (d)           Except
as set forth in Schedule 3.3(d)
hereto, there are no subscriptions, options, warrants, equity securities,
partnership interests or similar ownership interests, calls, rights (including
preemptive rights), commitments or agreements of any character to which KBL is a
party or by which it is bound obligating the KBL to issue, deliver or sell, or
cause to be issued, delivered or sold, or repurchase, redeem or otherwise
acquire, or cause the repurchase, redemption or acquisition of, any shares of
capital stock, partnership interests or similar ownership interests of KBL or
obligating KBL to grant, extend, accelerate the vesting of or enter into any
such subscription, option, warrant, equity security, call, right, commitment or
agreement.

     

    (e)           Except
as set forth in Schedule 3.3(e) or as
contemplated by this Agreement or the KBL SEC Reports (as defined in Section
3.7), there are no registration rights, and there is no voting trust, proxy,
rights plan, anti-takeover plan or other agreements or understandings to which
the KBL is a party or by which the KBL is bound with respect to any equity
security of any class of the KBL.

     

    (f)           No
outstanding shares of KBL Common Stock are unvested or subject to a repurchase
option, risk of forfeiture or other condition under any applicable agreement
with KBL.

     

    3.4           Authority Relative to this
Agreement.  KBL has all necessary corporate power and authority
to:  (i) execute and deliver this Agreement, and each ancillary
document that KBL is to execute or deliver pursuant to this Agreement, and (ii)
carry out KBL’s obligations hereunder and thereunder and, to consummate the
transactions contemplated hereby (including the Merger).  The
execution and delivery of this Agreement and the consummation by KBL of the
transactions contemplated hereby (including the Merger) have been duly and
validly authorized by all necessary corporate action on the part of KBL
(including the approval by their respective boards of directors), and no other
corporate proceedings on the part of KBL are necessary to authorize this
Agreement or to consummate the transactions contemplated hereby pursuant to the
DGCL and the PBCL and the terms and conditions of this Agreement, other than the
KBL Stockholder Approval (as defined in Section 5.1(a)).  This
Agreement has been duly and validly executed and delivered by KBL and, assuming
the due authorization, execution and delivery thereof by the other parties
hereto, constitutes the legal and binding obligation of KBL, enforceable against
KBL in accordance with its terms, except as may be limited by bankruptcy,
insolvency, reorganization or other similar laws affecting the enforcement of
creditors’ rights generally and by general principles of equity.

     

    
      
        
        

      

      
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    3.5           No Conflict; Required
Filings and Consents.

     

    (a)           The
execution and delivery of this Agreement by KBL does not, and the performance of
this Agreement by KBL shall not:  (i) conflict with or violate KBL’s
Charter Documents, (ii) conflict with or violate any Legal Requirements, or
(iii) result in any breach of or constitute a default (or an event that with
notice or lapse of time or both would become a default) under, or materially
impair KBL’s rights or alter the rights or obligations of any third party under,
or give to others any rights of termination, amendment, acceleration or
cancellation of, or result in the creation of a lien on any of the properties or
assets of KBL pursuant to, any KBL Contracts, except, with respect to clauses
(ii) or (iii), for any such conflicts, violations, breaches, defaults or other
occurrences that would not, individually and in the aggregate, have a Material
Adverse Effect on KBL.

     

    (b)           The
execution and delivery of this Agreement by KBL does not, and the performance of
KBL’s obligations hereunder will not, require any consent, approval,
authorization or permit of, or filing with or notification to, any Governmental
Entity, except (i) for applicable requirements, if any, of the Securities Act,
the Exchange Act, Blue Sky Laws, and the rules and regulations thereunder, and
appropriate documents with the relevant authorities of other jurisdictions in
which KBL is qualified to do business and (ii) where the failure to obtain such
consents, approvals, authorizations or permits, or to make such filings or
notifications, would not, individually or in the aggregate, reasonably be
expected to have a Material Adverse Effect on KBL, or prevent consummation of
the Merger or otherwise prevent the parties hereto from performing their
obligations under this Agreement.

     

    3.6           Compliance.  KBL
has complied with, and is not in violation of, any Legal Requirements with
respect to the conduct of its business, or the ownership or operation of its
business, except for failures to comply or violations which, individually or in
the aggregate, have not had and are not reasonably likely to have a Material
Adverse Effect on KBL.  KBL is not in default or violation of any
term, condition or provision of its respective Charter Documents.  No
written notice of non-compliance with any Legal Requirements has been received
by KBL.

     

    3.7           SEC Filings; Financial
Statements.

     

    (a)           KBL
has made available to PRWT a correct and complete copy of each report,
registration statement and definitive proxy statement filed by KBL with the SEC
(the “KBL SEC
Reports”), which are all the forms, reports and documents required to be
filed by KBL with the SEC prior to the date of this Agreement.  All
KBL SEC Reports required to be filed by KBL in the twenty-four (24) month period
prior to the date of this Agreement were filed in a timely manner.  As
of their respective dates the KBL SEC Reports:  (i) were prepared in
accordance and complied in all material respects with the requirements of the
Securities Act or the Exchange Act, as the case may be, and the rules and
regulations of the SEC thereunder applicable to such KBL SEC Reports, and (ii)
did not at the time they were filed (and if amended or superseded by a filing
prior to the date of this Agreement then on the date of such filing and as so
amended or superseded) contain any untrue statement of a material fact or omit
to state a material fact required to be stated therein or necessary in order to
make the statements therein, in light of the circumstances under which they were
made, not misleading. Except to the extent set forth in the preceding sentence,
KBL makes no representation or warranty whatsoever concerning any KBL SEC Report
as of any time other than the date or period with respect to which it was
filed.

     

    
      
        
        

      

      
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    (b)           Except
as set forth in Schedule 3.7(b), each
set of financial statements (including, in each case, any related notes thereto)
contained in KBL SEC Reports, including each KBL SEC Report filed after the date
hereof until the Closing, complied or will comply as to form in all material
respects with the published rules and regulations of the SEC with respect
thereto, was or will be prepared in accordance with U.S. GAAP applied on a
consistent basis throughout the periods involved (except as may be indicated in
the notes thereto or, in the case of unaudited statements, do not contain
footnotes as permitted by Form 10-Q of the Exchange Act) and each fairly
presents or will fairly present in all material respects the financial position
of KBL at the respective dates thereof and the results of its operations and
cash flows for the periods indicated, except that the unaudited interim
financial statements were, are or will be subject to normal adjustments which
were not or are not expected to have a Material Adverse Effect on KBL taken as a
whole.

     

    3.8           No Undisclosed
Liabilities.  KBL has no liabilities (absolute, accrued,
contingent or otherwise) of a nature required to be disclosed on a balance sheet
or in the related notes to the financial statements included in KBL SEC Reports
that are, individually or in the aggregate, material to the business, results of
operations or financial condition of KBL, except (i) liabilities provided for in
or otherwise disclosed in KBL SEC Reports filed prior to the date hereof, and
(ii) liabilities incurred since September 30, 2008 in the ordinary course of
business, none of which would have a Material Adverse Effect on
KBL.

     

    3.9           Absence of Certain Changes
or Events.  Except as set forth in KBL SEC Reports filed prior
to the date of this Agreement, and except as contemplated by this Agreement,
since September 30, 2008, there has not been:  (i) any Material
Adverse Effect on KBL, (ii) any declaration, setting aside or payment of any
dividend on, or other distribution (whether in cash, stock or property) in
respect of, any of KBL’s capital stock, or any purchase, redemption or other
acquisition by KBL of any of KBL’s capital stock or any other securities of KBL
or any options, warrants, calls or rights to acquire any such shares or other
securities, (iii) any split, combination or reclassification of any of KBL’s
capital stock, (iv) any granting by KBL of any increase in compensation or
fringe benefits, except for normal increases of cash compensation in the
ordinary course of business consistent with past practice, or any payment by KBL
of any bonus, except for bonuses made in the ordinary course of business
consistent with past practice, or any granting by KBL of any increase in
severance or termination pay or any entry by KBL into any currently effective
employment, severance, termination or indemnification agreement or any agreement
the benefits of which are contingent or the terms of which are materially
altered upon the occurrence of a transaction involving KBL of the nature
contemplated hereby, (v) entry by KBL into any licensing or other agreement with
regard to the acquisition or disposition of any Intellectual Property other than
licenses in the ordinary course of business consistent with past practice or any
amendment or consent with respect to any licensing agreement filed or required
to be filed by KBL with respect to any Governmental Entity, (vi) any material
change by KBL in its accounting methods, principles or practices, except as
required by concurrent changes in U.S. GAAP, (vii) any change in the auditors of
KBL, (viii) any issuance of capital stock of KBL, (ix) any revaluation by KBL of
any of its assets, including, without limitation, writing down the value of
capitalized inventory or writing off notes or accounts receivable or any sale of
assets of KBL other than in the ordinary course of business or (x) any
agreement, whether written or oral, to do any of the foregoing

     

    
      
        
        

      

      
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    3.10         Litigation.  There
are no claims, suits, actions or proceedings pending or to KBL’s knowledge,
threatened against KBL, before any court, governmental department, commission,
agency, instrumentality or authority, or any arbitrator.

     

    3.11         Employee Benefit
Plans.  Except as may be contemplated by the KBL Plan (as
defined in Section 5.1(a)), KBL does not maintain, and has no liability under,
any Plan (as defined in Section 2.11(a) of this Agreement), and neither the
execution and delivery of this Agreement nor the consummation of the
transactions contemplated hereby will (i) result in any payment (including
severance, unemployment compensation, golden parachute, bonus or otherwise)
becoming due to any stockholder, director or employee of KBL, or (ii) result in
the acceleration of the time of payment or vesting of any such
benefits.  KBL is not a party to any agreement, contract or
arrangement (including this Agreement) that would reasonably be likely to
result, separately or in the aggregate, (i) in the payment of any “excess
parachute payments” within the meaning of Section 280G of the Code as a result
of the consummation of the transactions contemplated by this Agreement or future
transactions involving the Surviving Pubco or (ii) in any liability pursuant to
Section 409A(a)(1)(B) of the Code.  No Plan of KBL provides for the
reimbursement of excise Taxes under Section 4999 of the Code or any income Taxes
under the Code.

     

    3.12         Labor
Matters.  KBL is not a party to any collective bargaining
agreement or other labor union contract applicable to persons employed by KBL
and KBL does not know of any activities or proceedings of any labor union to
organize any such employees.

     

    3.13        Business
Activities.  Since its organization, KBL has not conducted any
business activities other than activities directed toward the accomplishment of
a business combination.  Except as set forth in the KBL Charter
Documents, there is no agreement, commitment, judgment, injunction, order or
decree binding upon KBL or to which KBL is a party which has or could reasonably
be expected to have the effect of prohibiting or materially impairing any
business practice of KBL, any acquisition of property by KBL or the conduct of
business by KBL as currently conducted other than such effects, individually or
in the aggregate, which have not had and could not reasonably be expected to
have, a Material Adverse Effect on KBL.

     

    3.14         Title to
Property.  KBL does not own or lease any real property or
personal property.  Except as set forth in Schedule 3.14, there
are no options or other contracts under which KBL has a right or obligation to
acquire or lease any interest in real property or personal
property.

     

    3.15         Taxes.  Except
as set forth in Schedule 3.15
hereto:

     

    (a)           KBL
has timely filed all Returns required to be filed by KBL with any Tax authority
prior to the date hereof, except such Returns which are not material to
KBL.  All such Returns are true, correct and complete in all material
respects.  KBL has paid all Taxes shown to be due on such
Returns.

     

    
      
        
        

      

      
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    (b)           All
Taxes that KBL is required by law to withhold or collect have been duly withheld
or collected, and have been timely paid over to the proper governmental
authorities to the extent due and payable.

     

    (c)           KBL
has not been delinquent in the payment of any Tax that has not been accrued for
in KBL’s books and records of account for the period for which such Tax relates
nor is there any Tax deficiency outstanding, proposed or assessed against KBL,
nor has KBL executed any unexpired waiver of any statute of limitations on or
extending the period for the assessment or collection of any Tax.

     

    (d)           No
audit or other examination of any Return of KBL by any Tax authority is
presently in progress, nor has KBL been notified of any request for such an
audit or other examination.

     

    (e)           No
adjustment relating to any Returns filed by KBL has been proposed in writing,
formally or informally, by any Tax authority to KBL or any representative
thereof.

     

    (f)           KBL
has no liability for any unpaid Taxes which have not been accrued for or
reserved on KBL’s balance sheets included in the audited financial statements
for the most recent fiscal year ended, whether asserted or unasserted,
contingent or otherwise, other than any liability for unpaid Taxes that may have
accrued since the end of the most recent fiscal year in connection with the
operation of the business of KBL in the ordinary course of business, none of
which is material to the business, results of operations or financial condition
of KBL or, if any such amount is material, it has been accrued on the books and
records of KBL in accordance with U.S. GAAP.

     

    3.16         Environmental
Matters.  Except for such matters that, individually or in the
aggregate, are not reasonably likely to have a Material Adverse Effect on
KBL:  (i) KBL has complied with all applicable Environmental Laws;
(ii) KBL is not subject to liability for any Hazardous Substance disposal or
contamination on any third party property; (iii) KBL has not been associated
with any release or threat of release of any Hazardous Substance; (iv) KBL has
not received any notice, demand, letter, claim or request for information
alleging that KBL may be in violation of or liable under any Environmental Law;
and (v) KBL is not subject to any orders, decrees, injunctions or other
arrangements with any Governmental Entity or subject to any indemnity or other
agreement with any third party relating to liability under any Environmental Law
or relating to Hazardous Substances.

     

    3.17         Brokers.  KBL
has not incurred, nor will it incur, directly or indirectly, any liability for
brokerage or finders’ fees or agent’s commissions or any similar charges in
connection with this Agreement or any transaction contemplated
hereby.

     

    3.18         Intellectual
Property.  KBL does not own, license or otherwise have any
right, title or interest in any Intellectual Property or Registered Intellectual
Property except non-exclusive rights to the names “KBL” and “KBL
Healthcare.”

     

    
      
        
        

      

      
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    3.19         Agreements, Contracts and
Commitments.

     

    (a)           There
are no contracts, agreements, leases, mortgages, indentures, notes, bonds,
liens, license, permit, franchise, purchase orders, sales orders or other
understandings, commitments or obligations of any kind, whether written or oral,
to which KBL is a party or by or to which any of the properties or assets of KBL
may be bound, subject or affected, which either (a) creates or imposes a
liability greater than $50,000, or (b) may not be cancelled by KBL on less than
30 days’ or less prior notice (“KBL
Contracts”).  All KBL Contracts are listed in Schedule
3.19.

     

    (b)           Except
as set forth in Schedule 3.19, each
KBL Contract was entered into at arms’ length and in the ordinary course, is in
full force and effect and is valid and binding upon and enforceable against each
of the parties thereto. True, correct and complete copies of all KBL Contracts
(or written summaries in the case of oral KBL Contracts) and of all outstanding
offers or proposals of KBL have been heretofore made available to PRWT or PRWT’s
counsel.

     

    (c)           Neither
KBL nor, to the knowledge of KBL, any other party thereto is in breach of or in
default under, and no event has occurred which with notice or lapse of time or
both would become a breach of or default under, any KBL Contract, and no party
to any KBL Contract has given any written notice of any claim of any such
breach, default or event, which, individually or in the aggregate, are
reasonably likely to have a Material Adverse Effect on KBL.  Each
agreement, contract or commitment to which KBL is a party or by which it is
bound that has not expired by its terms is in full force and effect, except
where such failure to be in full force and effect is not reasonably likely to
have a Material Adverse Effect on KBL.

     

    3.20         Insurance.  Except
for directors’ and officers’ liability insurance, KBL does not maintain any
Insurance Policies.

     

    3.21         Interested Party
Transactions.  Except as set forth in the KBL SEC Reports filed
prior to the date of this Agreement:  (a) no employee, officer,
director or stockholder of KBL or a member of his or her immediate family is
indebted to KBL nor is KBL indebted (or committed to make loans or extend or
guarantee credit) to any of them, other than reimbursement for reasonable
expenses incurred on behalf of KBL;  (b) to KBL’s knowledge, none of
such individuals has any direct or indirect ownership interest in any Person
with whom KBL is affiliated or with whom KBL has a material contractual
relationship, or any Person that competes with KBL, except that each employee,
stockholder, officer or director of KBL and members of their respective
immediate families may own less than 5% of the outstanding stock in publicly
traded companies that may compete with KBL; and (c) to KBL’s knowledge, no
officer, director or stockholder or any member of their immediate families is,
directly or indirectly, interested in any material contract with KBL (other than
such contracts as relate to any such individual ownership of capital stock or
other securities of KBL).

     

    3.22         Indebtedness. 
Except as set forth on Schedule 3.22 and as
otherwise contemplated by this Agreement, KBL has no indebtedness for borrowed
money.     

     

    3.23         NYSE Amex
Listing.  KBL Common Stock is listed for trading on the NYSE
Amex (the “NYSEA”).  Except
as set forth on Schedule 3.23, there
is no action or proceeding pending or, to KBL's knowledge, threatened against
KBL by the NYSEA with respect to any intention by such entity to prohibit or
terminate the listing of KBL Common Stock on the NYSEA.

     

    
      
        
        

      

      
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    3.24         Board
Approval.  The board of directors of KBL (including any
required committee or subgroup of the board of directors of KBL) has, as of the
date of this Agreement, unanimously (i) declared the advisability of the Merger
and approved this Agreement and the transactions contemplated hereby, (ii)
determined that the Merger is in the best interests of the stockholders of KBL
and (iii) determined that the fair market value of PRWT is equal to at least 80%
of the balance in the Trust Fund (as defined in Section 3.25) not including
deferred underwriting discounts and commissions.

     

    3.25         Trust
Fund.  As of the date hereof and at the Closing Date, KBL has
and will have no less than $135,000,000 invested in United States Government
securities or money market funds meeting certain conditions under Rule 2a-7
promulgated under the Investment PRWT Act of 1940 in a trust account
administered by Continental (the “Trust Fund”);
provided that a portion of the Trust Fund shall be utilized in accordance with
Section 5.19.

     

    3.26         Governmental
Filings.  Except as set forth in Schedule 3.26, KBL
has been granted and holds, and has made, all Governmental Actions/Filings
necessary to the conduct by KBL of its business (as presently conducted) or used
or held for use by KBL, and true, complete and correct copies of which have
heretofore been delivered to PRWT or its counsel.  Each such
Governmental Action/Filing is in full force and effect and, except as disclosed
in Schedule
3.26, will not expire prior to December 31, 2009, and KBL is in
compliance with all of its obligations with respect thereto.  No event
has occurred and is continuing which requires or permits, or after notice or
lapse of time or both would require or permit, and consummation of the
transactions contemplated by this Agreement or any ancillary documents will not
require or permit (with or without notice or lapse of time, or both), any
modification or termination of any such Governmental Actions/Filings except such
events which, either individually or in the aggregate, would not have a Material
Adverse Effect upon KBL.

     

    3.27           Representations and
Warranties Complete.  The representations and warranties of KBL
included in this Agreement and any list, statement, document or information set
forth in, or attached to, any Schedule provided pursuant to this Agreement or
delivered hereunder, are true and complete in all material respects and do not
contain any untrue statement of a material fact or omit to state a material fact
required to be stated therein or necessary to make the statements contained
therein not misleading, under the circumstance under which they were
made.

     

    3.28           Survival of Representations
and Warranties.  The representations and warranties of KBL set
forth in this Agreement shall survive until and terminate at the
Closing.

     

    
      
        
        

      

      
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    ARTICLE
IV

     

    CONDUCT PRIOR TO THE
EFFECTIVE TIME

     

    4.1           Conduct of Business by PRWT
and KBL.  During the period from the date of this Agreement and
continuing until the earlier of the termination of this Agreement pursuant to
its terms or the Closing, each of PRWT, Merger Sub and KBL shall, except to the
extent that the other party shall otherwise consent in writing or as
contemplated by this Agreement or as set forth in Schedule 4.1, carry
on its business in the usual, regular and ordinary course consistent with past
practices, in substantially the same manner as heretofore conducted and in
compliance with all applicable laws and regulations (except where noncompliance
would not be reasonably expected to have a Material Adverse Effect), pay its
debts and taxes when due subject to good faith disputes over such debts or
taxes, pay or perform other material obligations when due, and use its
commercially reasonable best efforts  consistent with past practices and
policies to (i) preserve substantially intact its present business organization,
(ii) keep available the services of its present key officers and key employees
and (iii) preserve its relationships with customers, suppliers, distributors,
licensors, licensees, and others with which it has significant business
dealings.  In addition, except as required or permitted by the terms
of this Agreement and except as set forth in Schedule 4.1, without
the prior written consent of the other party, during the period from the date of
this Agreement and continuing until the earlier of the termination of this
Agreement pursuant to its terms or the Closing, each of PRWT, Merger Sub and KBL
shall not do any of the following:

     

    (a)           Waive
any stock repurchase rights, accelerate, amend or (except as specifically
provided for herein) change the period of exercisability of options or
restricted stock, or reprice options granted under any employee, consultant,
director or other stock plans or authorize cash payments in exchange for any
options granted under any of such plans;

     

    (b)           Grant
any severance or termination pay to (i) any officer or (ii) any employee, except
pursuant to applicable law, written agreements outstanding, or policies existing
on the date hereof and as previously or concurrently disclosed in writing or
made available to the other party, or adopt any new severance plan, or amend or
modify or alter in any manner any severance plan, agreement or arrangement
existing on the date hereof;

     

    (c)           Transfer
or license to any person or otherwise extend, amend or modify any material
rights to any Intellectual Property of PRWT or KBL, as applicable, or enter into
grants to transfer or license to any person future patent rights, other than in
the ordinary course of business consistent with past practices provided that in
no event shall PRWT or KBL license on an exclusive basis or sell any
Intellectual Property of PRWT, or KBL as applicable;

     

    (d)           Declare,
set aside or pay any dividends on or make any other distributions (whether in
cash, stock, equity securities or property in respect of any capital stock or
split, combine or reclassify any capital stock or issue or authorize the
issuance of any other securities in respect of, in lieu of or in substitution
for any capital stock; provided, however, that in connection with enhancing the
likelihood of (a) approval of the transactions contemplated hereby by the
holders of KBL Common Stock, (b) compliance with Section 5.22 and (c) compliance
with the Stockholder ownership requirements described in Section 6.1(d), KBL
shall be entitled to declare a dividend prior to consummation of the merger
payable on shares of KBL Common Stock to be outstanding immediately after
consummation of the Merger; and provided, further, that (1) any such dividend
shall not eliminate the obligation of KBL to deliver at least $25 million of
proceeds from trust at closing (net of the aggregate amount of any such dividend
described in this Section 4.1(d) that is payable by PRWT on behalf of KBL
following the consummation of the Merger), (2) any such dividend shall be lawful
under applicable law and (3) PRWT shall, to the extent necessary, cause the
payment of such dividend to be made on behalf of KBL; and, provided further
that, in connection with the preceding clause, each of the Stockholders hereby
waives any claim to such dividend and that it shall be a condition to the
declaration of any such dividend that the holders of KBL Common Stock set forth
on Schedule
4.2(d) shall execute and deliver a similar waiver (“KBL Insider
Waiver”);

     

    
      
        
        

      

      
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    (e)           With
respect to PRWT, purchase, redeem or otherwise acquire, directly or indirectly,
any shares of capital stock or other equity securities or ownership interests of
PRWT;

     

    (f)           Except
as contemplated by this Agreement,  issue, deliver, sell, authorize,
pledge or otherwise encumber, or agree to any of the foregoing with respect to,
any shares of capital stock or other equity securities or ownership interests or
any securities convertible into or exchangeable for shares of capital stock or
other equity securities or ownership interests, or subscriptions, rights,
warrants or options to acquire any shares of capital stock or other equity
securities or ownership interests or any securities convertible into or
exchangeable for shares of capital stock or other equity securities or other
ownership interests, or enter into other agreements or commitments of any
character obligating it to issue any such shares, equity securities or other
ownership interests or convertible or exchangeable securities;

     

    (g)           Amend
its Charter Documents;

     

    (h)           Acquire
or agree to acquire by merging or consolidating with, or by purchasing any
equity interest in or a portion of the assets of, or by any other manner, any
business or any corporation, partnership, association or other business
organization or division thereof, or otherwise acquire or agree to acquire any
assets which are material, individually or in the aggregate, to the business of
KBL or PRWT, as applicable, or enter into any joint ventures, strategic
partnerships or alliances or other arrangements that provide for exclusivity of
territory or otherwise restrict such party’s ability to compete or to offer or
sell any products or services.  For purposes of this paragraph,
“material” includes the requirement that, as a result of such transaction,
financial statements of the acquired, merged or consolidated entity be included
in the Proxy Statement/Prospectus;

     

    (i)           Sell,
lease, license, encumber or otherwise dispose of any properties or assets,
except (A) sales of inventory in the ordinary course of business consistent with
past practice, and (B) the sale, lease or disposition (other than through
licensing) of property or assets that are not material, individually or in the
aggregate, to the business of such party;

     

    (j)           Except
with respect to (i) KBL, as permitted pursuant to Section 5.18,  (ii)
advances under the Company’s current credit facilities or (iii) PRWT
indebtedness to the USDA and the Machinery Loan Equipment Fund (“MELF”) (provided that
indebtedness relating to USDA and MELF shall be included in the calculation of
Net Debt), incur any indebtedness for borrowed money or guarantee any such
indebtedness of another Person or Persons, issue or sell any debt securities or
options, warrants, calls or other rights to acquire any debt securities of KBL
or the Company, as applicable, enter into any “keep well” or other agreement to
maintain any financial statement condition or enter into any arrangement having
the economic effect of any of the foregoing;

     

    
      
        
        

      

      
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    (k)           Adopt
or amend any employee benefit plan, policy or arrangement, any employee stock
purchase or employee stock option plan, or enter into any employment contract or
collective bargaining agreement (other than offer letters and letter agreements
entered into in the ordinary course of business consistent with past practice
with employees who are terminable “at will”), pay any special bonus or special
remuneration to any director or employee, or increase the salaries or wage rates
or fringe benefits (including rights to severance or indemnification) of its
directors, officers, employees or consultants, except in the ordinary course of
business consistent with past practices or to conform to the requirements of any
applicable law;

     

    (l)           Pay,
discharge, settle or satisfy any claims, liabilities or obligations (absolute,
accrued, asserted or unasserted, contingent or otherwise), or litigation
(whether or not commenced prior to the date of this Agreement) other than the
payment, discharge, settlement or satisfaction, in the ordinary course of
business consistent with past practices or in accordance with their terms, or
liabilities recognized or disclosed in the most recent financial statements
included in the KBL SEC Reports filed prior to the date of this Agreement or
PRWT’s Unaudited Financial Statements, as applicable, or incurred since the date
of such financial statements, or waive the benefits of, agree to modify in any
manner, terminate, release any person from or knowingly fail to enforce any
confidentiality or similar agreement to which PRWT is a party or of which PRWT
is a beneficiary or to which KBL is a party or of which KBL is a beneficiary, as
applicable;

     

    (m)           Except
in the ordinary course of business consistent with past practices, modify, amend
or terminate any Material PRWT Contract or KBL Contract, as applicable, or
waive, delay the exercise of, release or assign any material rights or claims
thereunder;

     

    (n)           Except
as required by U.S. GAAP, revalue any of its assets or make any change in
accounting methods, principles or practices;

     

    (o)           Except
in the ordinary course of business consistent with past practices, incur or
enter into any agreement, contract or commitment requiring such party to pay in
excess of $100,000 in any 12-month period;

     

    (p)           Settle
any litigation where the consideration given is other than monetary or to which
an Insider is a party;

     

    (q)           Make
or rescind any Tax elections that, individually or in the aggregate, could be
reasonably likely to adversely affect in any material respect the Tax liability
or Tax attributes of such party, settle or compromise any material income tax
liability or, except
as required by applicable law, materially change any method of
accounting for Tax purposes or prepare or file any Return in a manner
inconsistent with past practice;

     

    (r)           Form
or establish any subsidiary except in the ordinary course of business consistent
with prior practice or as contemplated by this Agreement;

     

    (s)           Permit
any Person to exercise any of its discretionary rights under  any Plan
to provide for the automatic acceleration of any outstanding
options, the termination of any outstanding repurchase rights or the termination
of any cancellation rights issued pursuant to such plans;

     

    
      
        
        

      

      
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    (t)           Make
capital expenditures except in accordance with prudent business and operational
practices consistent with past practices;

     

    (u)           Make
or omit to take any action which would be reasonably expected to have a Material
Adverse Effect;

     

    (v)           Enter
into any transaction with or distribute or advance any assets or property to any
of its officers, directors, partners, stockholders, managers, members or other
Affiliates other than the payment of salary and benefits and tax distributions
in the ordinary course of business consistent with past
practices;  or

     

    (w)           Agree
in writing or otherwise agree, commit or resolve to take any of the actions
described in Section 4.1 (a) through (v) above.

     

    4.2           Minority PRWT Status;
Purchases of KBL Common Stock and Warrants.  Notwithstanding
anything to the contrary contained in this Agreement, from and after the date of
this Agreement until the Closing, KBL, PRWT and the Stockholders shall take all
necessary actions to ensure that PRWT remains in compliance in all respects with
the Minority Owned Business Certifications.  Notwithstanding anything
to the contrary in this Agreement, for purposes of the foregoing and achieving
necessary approval of the Merger and related transactions by the stockholders of
KBL, KBL may, and shall be permitted to, seek, negotiate and enter into
arrangements for the purchase, redemption, tender or assignment of currently
outstanding shares of KBL Common Stock and/or Warrants or similar or related
arrangements that would be consummated at, prior to or immediately following
Closing and which may utilize a portion of the funds released from the Trust
Fund; provided, however, that any of the foregoing shall not result in Merger
Sub receiving aggregate net distributions from the Trust Fund at Closing of less
than $25,000,000 (giving effect to the use of Trust Fund proceeds for any such
transactions and all other purposes contemplated by Section 5.19,
below).

     

    4.3           Exclusivity.

     

    (a)           PRWT
and each Stockholder shall not, and PRWT and each Stockholder shall cause PRWT’s
officers, directors, employees, representatives and agents, as applicable, not
to, directly or indirectly, (i) encourage, solicit, initiate, engage or
participate in negotiations with any person or entity (other than the KBL)
concerning any Merger Transaction or (ii) take any other action intended or
designed to facilitate the efforts of any person or entity (other than KBL)
relating to a possible Merger Transaction.  For purposes of this
Agreement, the term “Merger Transaction”
shall mean any of the following involving PRWT or any Subsidiary of PRWT: (i)
any merger, consolidation, share exchange, business combination or other similar
transaction; or (ii) any sale, lease, exchange, transfer or other disposition of
any of the assets of PRWT or Subsidiaries (other than in the normal course of
business consistent with past practice) or any shares of the capital stock of
PRWT or any Subsidiary in a single transaction or series of
transactions.

     

    (b)           In
the event that there is an unsolicited proposal for or an unsolicited indication
of a serious interest in entering into, an Merger Transaction, communicated to
PRWT, any Stockholder or any of PRWT’s officers, directors or employees or any
of their representatives or agents, such party shall immediately (and in no less
than 48 hours) give written notice of same to the KBL.

     

    
      
        
        

      

      
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    ARTICLE
V

     

    ADDITIONAL
AGREEMENTS

     

    5.1           Registration Statement;
Special Meeting.

     

    (a)           As
soon as is reasonably practicable after receipt by KBL from PRWT and the
Stockholders of all financial and other information relating to PRWT and the
Stockholders as KBL may reasonably request for its preparation, KBL and PRWT
shall prepare and file with the SEC under the Securities Act, and with all other
applicable regulatory bodies, a joint registration statement on Form S-4 and/or
such other applicable form (the “Registration
Statement”) under which both PRWT and KBL shall be registrants, with
respect to the PRWT securities to be issued to the holders of KBL securities,
which shall include proxy materials for the purpose of soliciting proxies from
holders of KBL Common Stock to vote, at a meeting of the holders of KBL Common
Stock to be called for such purpose (the “Special Meeting”), in
favor of, among other things, (i) the adoption of this Agreement and the
approval of the Merger (“KBL Stockholder
Approval”), (ii) the adoption of an Incentive Equity Plan (the “Pubco Plan”), (iii)
the adoption of the amended and restated PRWT Articles of Incorporation and (iv)
an adjournment proposal, if necessary.  The Pubco Plan shall provide
that an aggregate of no less than 2,500,000 shares of PRWT Common Stock shall be
reserved for issuance pursuant to the Pubco Plan.  Such proxy
materials shall be in the form of a proxy statement/prospectus to be used for
the purposes of (1) soliciting proxies from holders of KBL Common Stock for the
matters to be acted upon at the Special Meeting and (2) issuing PRWT Common
Stock, PRWT Warrants and PRWT Units to the holders of the KBL securities upon
conversion of same in connection with the Merger (the “Proxy
Statement/Prospectus”). PRWT and its counsel shall be given an
opportunity to review, comment on and approve (such approval not to be
unreasonably withheld or delayed) the Pubco Plan and the Registration Statement
prior to its filing with the SEC.  KBL, with the assistance of PRWT,
shall promptly respond to any SEC comments on the Registration Statement and
shall otherwise use commercially reasonable best efforts to cause the
Registration Statement to be declared effective by the SEC as promptly as
practicable.  Each of KBL and PRWT shall also take any and all actions
required to satisfy the requirements of the Securities Act and the Exchange
Act.  Prior to the Closing Date, PRWT and KBL shall cause the shares
of PRWT Common Stock, PRWT Warrants and PRWT Units to be issued to the holders
of KBL securities under this Agreement to be registered or qualified under all
applicable Blue Sky Laws of each of the states and territories of the United
States in which it is believed, based on information furnished by KBL that
holders of KBL securities reside and to take any other such actions that may be
necessary to enable the PRWT securities be issued pursuant to the Merger and the
terms of this Agreement in each such jurisdiction. Filing fees with respect to
the Registration Statement and blue sky filings shall be paid by KBL and PRWT in
equal amounts.

     

    
      
        
        

      

      
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    (b)           As
soon as reasonably practicable following the declaration of effectiveness of the
Registration Statement by the SEC, KBL shall distribute the Proxy
Statement/Prospectus to the holders of KBL Common Stock and, pursuant thereto,
shall call the Special Meeting in accordance with the DGCL and, subject to the
other provisions of this Agreement, solicit proxies from such holders to vote in
favor of the adoption of this Agreement and the approval of the Merger and the
other matters presented to the stockholders of KBL for approval or adoption at
the Special Meeting, including, without limitation, the matters described in
Section 5.1(a).

     

    (c)           KBL
shall comply with all applicable provisions of and rules under the Exchange Act
and all applicable provisions of the DGCL in the preparation, filing and
distribution of the Proxy Statement/Prospectus, the solicitation of proxies
thereunder, and the calling and holding of the Special Meeting. Without limiting
the foregoing, KBL shall ensure that the Proxy Statement/Prospectus does not, as
of the date on which it is first distributed to holders of KBL Common Stock, and
as of the date of the Special Meeting, contain any untrue statement of a
material fact or omit to state a material fact necessary in order to make the
statements made, in light of the circumstances under which they were made, not
misleading (provided that KBL shall not be responsible for the accuracy or
completeness of any information relating to PRWT or the Stockholders any other
information furnished by PRWT or the Stockholders for inclusion in the Proxy
Statement/Prospectus).  PRWT represents and warrants that the
information relating to PRWT supplied by PRWT and the Stockholders for inclusion
in the Proxy Statement/Prospectus will not as of the date on which the Proxy
Statement/Prospectus (or any amendment or supplement thereto) is first
distributed to holders of KBL Common Stock or at the time of the Special Meeting
contain any statement which, at such time and in light of the circumstances
under which it is made, is false or misleading with respect to any material
fact, or omits to state any material fact required to be stated therein or
necessary in order to make the statement therein not false or
misleading.

     

    (d)           KBL,
acting through its board of directors, shall include in the Proxy
Statement/Prospectus the recommendation of its board of directors that the
holders of KBL Common Stock vote in favor of the adoption of this Agreement and
the approval of the Merger, and shall otherwise use commercially reasonable best
efforts to obtain the KBL Stockholder Approval.

     

    (e)           As
soon as practicable after the date of this Agreement, PRWT shall file a
registration statement on Form 8-A to register the PRWT Common Stock, PRWT
Warrants and PRWT Units under the Exchange Act.

     

    5.2           Directors and Officers of
the Surviving Pubco After Merger.  The Parties shall take all
necessary action so that the persons listed in Schedule 5.2 are
elected to the positions of officers and directors of the Surviving Pubco, as
set forth therein, to serve in such positions effective immediately after the
Closing. If any Person listed in Schedule 5.2 is
unable to serve, the party appointing such Person shall designate a successor;
provided that, if such designation is to be made after the Closing, any
successor to a Person designated by KBL shall be made by the Person serving in
the capacity of Chairman of KBL immediately prior to the
Closing.  Further, the parties shall take all necessary actions to
ensure that the composition of the board of directors meets all minority
certification requirements.

     

    
      
        
        

      

      
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    5.3           HSR
Act.  If required pursuant to the HSR Act, as promptly as
practicable after the date of this Agreement, KBL and PRWT shall each prepare
and file the notifications and any other information required of it thereunder
in connection with the transactions contemplated by this Agreement and shall
promptly and in good faith respond to all information requested of it by the
Federal Trade Commission and Department of Justice in connection with such
notifications in accordance with all applicable requirements of all Governmental
Entities.  KBL and PRWT shall cooperate in good faith with each other
and such Governmental Entities.  KBL and PRWT shall (a) promptly
inform the other of any communication to or from the Federal Trade Commission,
the Department of Justice or any other Governmental Entity regarding the
transactions contemplated by this Agreement, (b) give the other prompt notice of
the commencement of any action, suit, litigation, arbitration, proceeding or
investigation by or before any Governmental Entity with respect to such
transactions, (c) request an early termination of the waiting period under the
HSR Act and (d) keep the other reasonably informed as to the status of any such
action, suit, litigation, arbitration, proceeding or
investigation.  Filing fees with respect to the notifications required
under the HSR Act shall be shared equally by KBL and PRWT.

     

    5.4           Other
Actions.

     

    (a)           As
promptly as practicable after execution of this Agreement, KBL shall prepare and
file a Current Report on Form 8-K pursuant to the Exchange Act to report the
execution of this Agreement (“Signing Form 8-K”),
which PRWT shall review, comment upon and approve (which approval shall not be
unreasonably withheld or delayed) prior to filing.  Any language
included in the Signing Form 8-K that reflects PRWT’s comments, as well as any
text as to which PRWT has approved, may henceforth be used by KBL in other
filings made by it with the SEC and in other documents distributed by KBL in
connection with the transactions contemplated by this Agreement without further
review or consent of PRWT.  Promptly after the execution of this
Agreement, KBL and PRWT shall also mutually agree on and issue a press release
announcing the execution of this Agreement (the “Signing Press
Release”).

     

    (b)           At
least five (5) days prior to Closing, KBL shall prepare a draft Form 8-K
announcing the Closing, together with, or incorporating by reference, the
financial statements prepared by PRWT and its accountant, and such other
information that may be required to be disclosed with respect to the Merger in
any report or form to be filed with the SEC (“Closing Form 8-K”),
which PRWT shall review, comment upon and approve (which approval shall not be
unreasonably withheld or delayed) prior to filing.  Prior to Closing,
KBL and PRWT shall mutually agree on and issue a press release announcing the
consummation of the Merger hereunder (“Closing Press
Release”).  Concurrently with the Closing, the Surviving Pubco
shall distribute the Closing Press Release.  Concurrently with the
Closing, or as soon as practicable thereafter, the Surviving Pubco shall file
the Closing Form 8-K with the Commission.

     

    (c)           PRWT
and KBL shall further cooperate with each other and use their respective
commercially reasonable best efforts to take or cause to be taken all actions,
and do or cause to be done all things, necessary, proper or advisable on their
part under this Agreement and applicable laws to consummate the Merger and the
other transactions contemplated by this Agreement as soon as practicable,
including preparing and filing as soon as practicable all documentation to
effect all necessary notices, reports and other filings and to obtain as soon as
practicable all consents, registrations, approvals, permits and authorizations
necessary or advisable to be obtained from any third party and/or any
Governmental Entity.  This obligation shall include, on the part of
KBL, sending to Continental a termination letter with respect to the Investment
Management Trust Agreement by and between KBL and Continental.

     

    
      
        
        

      

      
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    5.5           Required
Information.  In connection with the preparation of the Signing
Form 8-K, the Signing Press Release, the Proxy
Statement/Prospectus,  the Closing Form 8-K and the Closing Press
Release, or any other statement, filing notice or application made by or on
behalf of KBL and/or PRWT to any Government Entity or other third party in
connection with the Merger and the other transactions contemplated hereby, and
for such other reasonable purposes, PRWT and KBL each shall, upon request by the
other, furnish the other with all information concerning themselves, their
respective directors, officers, managers, members and stockholders (including
the directors of KBL and PRWT to be elected effective as of the Closing pursuant
to Section 5.2 hereof) and such other matters as may be reasonably necessary or
advisable in connection with the Merger, or any other statement, filing, notice
or application made by or on behalf of PRWT and KBL to any third party and/or
any Governmental Entity in connection with the Merger and the other transactions
contemplated hereby.  Each party warrants and represents to the other
party that all such information shall be true and correct in all material
respects and will not contain any untrue statement of a material fact or omit to
state a material fact required to be stated therein or necessary to make the
statements contained therein, in light of the circumstances under which they
were made, not misleading.

     

    5.6           Confidentiality; Access to
Information.

     

    (a)           Confidentiality.  Any
confidentiality agreement previously executed by the parties shall be superseded
in its entirety by the provisions of this Agreement.  Each party
agrees to maintain in confidence any non-public information received from the
other party, and to use such non-public information only for purposes of
consummating the transactions contemplated by this Agreement.  Such
confidentiality obligations will not apply to (i) disclosure by a party to its
financial advisors, accountants, counsel and other representatives; (ii)
information which was known to a party or its respective agents prior to receipt
from the other party; (iii) information which is or becomes generally known
other than by breach of the covenants set forth in this Section 5.6; (iv)
information acquired by a party or its respective agents from a third party who
was not bound to an obligation of confidentiality; and (v) disclosure required
by law.   In the event this Agreement is terminated as provided
in Article VIII hereof, each party (x) will destroy or return or cause to be
destroyed or returned to the other all documents and other material obtained
from the other in connection with the Merger contemplated hereby, and (y) will
use its reasonable best efforts to delete from its computer systems all
documents and other material obtained from the other in connection with the
Merger contemplated hereby.

     

    (b)           Access to
Information.

     

    (i)           PRWT
will afford KBL and its financial advisors, accountants, counsel and other
representatives reasonable access during normal business hours, upon reasonable
notice, to the properties, books, records and key personnel of PRWT during the
period prior to the Closing, and subject to any applicable confidentiality
agreements with third parties (the existence and scope of which of which have
been disclosed to KBL), to obtain all information concerning the business,
including the status of business development efforts, properties, results of
operations and personnel of PRWT as KBL may reasonably request.  No
information or knowledge obtained by KBL in any investigation pursuant to this
Section 5.6 will affect or be deemed to modify any representation or warranty
contained herein or the conditions to the obligations of the parties to
consummate the Merger.

     

    
      
        
        

      

      
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    (ii)           KBL
will afford PRWT and its financial advisors, underwriters, accountants, counsel
and other representatives reasonable access during normal business hours, upon
reasonable notice, to the properties, books, records and personnel of KBL during
the period prior to the Closing, and subject to any applicable confidentiality
agreements with third parties (the existence and scope of which have been
disclosed to PRWT), to obtain all information concerning the business, including
properties, results of operations and personnel of KBL, as PRWT may reasonably
request.  No information or knowledge obtained by PRWT in any
investigation pursuant to this Section 5.6 will affect or be deemed to modify
any representation or warranty contained herein or the conditions to the
obligations of the parties to consummate the Merger.

     

    5.7           Public
Disclosure.  From the date of this Agreement until Closing or
termination of this Agreement, the parties shall cooperate in good faith to
jointly prepare and mutually agree upon all press releases and public
announcements pertaining to this Agreement and the transactions governed by it,
and no party shall issue or otherwise make any public announcement or
communication pertaining to this Agreement or the transaction without the prior
consent of KBL (in the case of PRWT) or PRWT (in the case of KBL), except as
provided by Section 5.4 or as required by any legal requirement or by the rules
and regulations of, or pursuant to any agreement of, a stock exchange or trading
system.  Each party will not unreasonably withhold approval from the
others with respect to any press release or public announcement.  If
any party determines with the advice of counsel that it is required to make this
Agreement or any terms of the transaction public or otherwise issue a press
release or make public disclosure with respect thereto, it shall, at a
reasonable time before making any public disclosure, consult with the other
party regarding such disclosure, seek such confidential treatment for such terms
or portions of this Agreement or the transaction as may be reasonably requested
by the other party and disclose only such information as is legally compelled to
be disclosed.  This provision will not apply to communications by any
party to its counsel, accountants, investors, and other professional
advisors.


     

    5.8           Commercially Reasonable Best
Efforts.  Upon the terms and subject to the conditions set
forth in this Agreement, each of the parties agrees to use its commercially
reasonable best efforts to take, or cause to be taken, all actions, and to do,
or cause to be done, and to assist and cooperate with the other parties in
doing, all things necessary, proper or advisable to consummate and make
effective, in the most expeditious manner practicable, the Merger and the other
transactions contemplated by this Agreement, including using commercially
reasonable best efforts to accomplish the following:  (i) the taking
of all reasonable acts necessary to cause the conditions precedent set forth in
Article VI to be satisfied, (ii) the obtaining of all necessary actions,
waivers, consents, approvals, orders and authorizations from Governmental
Entities and the making of all necessary registrations, declarations and filings
(including registrations, declarations and filings with Governmental Entities,
if any) and the taking of all reasonable steps as may be necessary to avoid any
suit, claim, action, investigation or proceeding by any Governmental Entity,
(iii) the obtaining of all consents, approvals or waivers from third parties
required as a result of the transactions contemplated in this Agreement,
including the consents referred to in Schedule 2.5 of PRWT Schedule, (iv) the
defending of any suits, claims, actions, investigations or proceedings, whether
judicial or administrative, challenging this Agreement or the consummation of
the transactions contemplated hereby, including seeking to have any stay or
temporary restraining order entered by any court or other Governmental Entity
vacated or reversed and (v) the execution or delivery of any additional
instruments reasonably necessary to consummate the transactions contemplated by,
and to fully carry out the purposes of, this Agreement.  In connection
with and without limiting the foregoing, KBL and its board of directors, and
PRWT and its board of directors, shall, if any state takeover statute or similar
statute or regulation is or becomes applicable to the Merger, this Agreement or
any of the transactions contemplated by this Agreement, use its commercially
reasonable best efforts to enable the Merger and the other transactions
contemplated by this Agreement to be consummated as promptly as practicable on
the terms contemplated by this Agreement.  Notwithstanding anything
herein to the contrary, nothing in this Agreement shall be deemed to require KBL
or PRWT to agree to any divestiture by itself or any of its Affiliates of shares
of capital stock or of any business, assets or property, or the imposition of
any material limitation on the ability of any of them to conduct their business
or to own or exercise control of such assets, properties and stock.

     

    
      
        
        

      

      
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    5.9           Sale
Restrictions.  No public market
sales of shares of PRWT Common Stock issued as a result of the Merger shall be
made by any Person listed on Schedule 5.9 hereto
during the period prescribed by and as otherwise permitted pursuant by the
lock-up agreements (in the form of Exhibit C hereto)
executed by such Persons in connection with this Agreement (the “Lock-Up
Agreements”).

     

    5.10         No Securities
Transactions.  Neither PRWT or the Stockholders nor any of
their respective affiliates, directly or indirectly, shall engage in any
transactions involving the securities of KBL prior to the time of the making of
a public announcement of the transactions contemplated by this
Agreement.  PRWT shall use its commercially reasonable best efforts to
require each of its officers, directors, employees, agents, advisors,
contractors, associates, clients, customers and representatives, to comply with
the foregoing requirement.

     

    5.11         No Claim Against Trust
Fund.  Notwithstanding anything else in this Agreement, PRWT
and each Stockholder acknowledges that it has read KBL’s final prospectus dated
July 19, 2007 and understands that KBL has established the Trust Fund for the
benefit of KBL’s public stockholders and that KBL may disburse monies from the
Trust Fund only (a) to KBL’s public stockholders in the event they elect to
convert their shares into cash in accordance with KBL’s Charter Documents and/or
the liquidation of KBL or (b) to KBL after, or concurrently with, the
consummation of a business combination.  PRWT and each Stockholder
further acknowledge that, if the transactions contemplated by this Agreement,
or, upon termination of this Agreement, another business combination, are not
consummated by July 19, 2009, KBL will be obligated to return to its
stockholders the amounts being held in the Trust Fund.  Accordingly,
PRWT, for itself and its subsidiaries, affiliated entities, directors, officers,
employees, stockholders, representatives, advisors and all other associates and
affiliates, and each Stockholder, for his, her or itself, hereby waive all
rights, title, interest or claim of any kind against KBL to collect from the
Trust Fund any monies that may be owed to them by KBL for any reason whatsoever,
including but not limited to a breach of this Agreement by KBL or any
negotiations, agreements or understandings with KBL (whether in the past,
present or future), and will not seek recourse against the Trust Fund at any
time for any reason whatsoever.  The foregoing waiver shall not apply
if both (a) KBL wrongfully fails or refuses to consummate the transactions
contemplated by this Agreement or PRWT terminates this Agreement pursuant to
Section 8.1(d), and (b) KBL consummates a merger or other business combination
with another entity.  This paragraph will survive this Agreement and
will not expire and will not be altered in any way without the express written
consent of the Committee, KBL, PRWT and each Stockholder.

     

    
      
        
        

      

      
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    5.12         Disclosure of Certain
Matters.  Each of KBL and PRWT will provide the other with
prompt written notice of any event, development or condition that (a) would
cause any of such party’s representations and warranties to become untrue or
misleading or which may affect its ability to consummate the transactions
contemplated by this Agreement, (b) had it existed or been known on the date
hereof would have been required to be disclosed under this Agreement, (c) gives
such party any reason to believe that any of the conditions set forth in Article
VI will not be satisfied, (d) is of a nature that is or may be materially
adverse to the operations, prospects or condition (financial or otherwise) of
PRWT, or (e) would require any amendment or supplement to the Proxy
Statement/Prospectus.  The parties shall have the obligation to
supplement or amend PRWT Schedules and KBL Schedules (the “Disclosure
Schedules”) being delivered concurrently with the execution of this
Agreement with respect to any matter hereafter arising or discovered which, if
existing or known at the date of this Agreement, would have been required to be
set forth or described in the Disclosure Schedules. The obligations of the
parties to amend or supplement the Disclosure Schedules being delivered herewith
shall terminate on the Closing Date.  Notwithstanding any such
amendment or supplementation, for purposes of Sections 6.2(a), 6.3(a),
7.1(a)(i), 8.1(d) and 8.1(e), the representations and warranties of the parties
shall be made with reference to the Disclosure Schedules as they exist at the
time of execution of this Agreement, subject to such anticipated changes as are
set forth in Schedule
4.1 or otherwise expressly contemplated by this Agreement or that are set
forth in the Disclosure Schedules as they exist on the date of this
Agreement.

     

    5.13         Securities
Listing.  KBL and PRWT shall use commercially reasonable best
efforts to obtain listing for trading of the PRWT Common Stock, PRWT
Warrants and PRWT Units on the NYSEA, the NYSE or the Nasdaq Stock
Market.

     

    5.14         Charter Protections;
Directors’ and Officers’ Liability Insurance.

     

    (a)           All
rights to indemnification for acts or omissions occurring through the Closing
Date now existing in favor of the current directors and officers of KBL as
provided in the Charter Documents of KBL or in any indemnification agreements
shall survive the Merger and shall continue in full force and effect in
accordance with their terms.

     

    (b)           For
a period of six (6) years after the Closing Date, the Surviving Pubco shall
cause to be maintained in effect the current policies of directors' and
officers' liability insurance maintained by KBL and PRWT, respectively (or
policies of at least the same coverage and amounts containing terms and
conditions which are no less advantageous), with respect to claims arising from
facts and events that occurred prior to the Closing Date.

     

    
      
        
        

      

      
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    (c)           If
the Surviving Pubco or any of its successors or assigns (i) consolidates with or
merges into any other Person and shall not be the continuing or surviving entity
of such consolidation or merger, or (ii) transfers or conveys all or
substantially all of its properties and assets to any Person, then, in each such
case, to the extent necessary, proper provision shall be made so that the
successors and assigns of the Surviving Pubco assume the obligations set forth
in this Section 5.14.

     

    (d)           The
provisions of this Section 5.14 are intended to be for the benefit of, and shall
be enforceable by, each Person who will have been a director or officer of KBL
for all periods ending on or before the Closing Date and may not be changed
without the consent of Committee.

     

    5.15        Insider Loans; Equity
Ownership in Subsidiaries.  PRWT shall use its commercially
reasonable best efforts to cause each Insider of PRWT or its Subsidiaries to, at
or prior to Closing (i) repay to PRWT any loan by PRWT to such Person and any
other amount owed by such Person to PRWT; (ii) cause any guaranty or similar
arrangement pursuant to which PRWT has guaranteed the payment or performance of
any obligations of such Person to a third party to be terminated; and (iii)
cease to own any direct equity interests in any Subsidiary of PRWT or in any
other Person that utilizes the name “PRWT” or any other names
comprising the Intellectual Property or any derivative thereof; provided,
however, that following Closing, Thomas A. Leonard, James Dobrowolski and Ernest
Argesto shall continue to own a direct interest in US Facilities,
Inc.

     

    5.16        Certain Financial
Information.  Within fifteen (15) business days after the end
of each month between the date hereof and the earlier of the Closing Date and
the date on which this Agreement is terminated, PRWT shall deliver to KBL
unaudited consolidated financial statements of PRWT for such month, including a
balance sheet, statement of operations, statement of cash flows and statement of
shareholders’ equity, that are certified as true and complete by the Chief
Executive Officer and Chief Financial Officer of PRWT, prepared in accordance
with U.S. GAAP applied on a consistent basis to prior periods (except as may be
indicated in the notes thereto) and fairly presenting in all material respects
the financial position of PRWT at the date thereof and the results of its
operations and cash flows for the period indicated, except that such statements
need not contain notes and may be subject to normal adjustments that are not
expected to have a Material Adverse Effect on PRWT.

     

    5.17        Access to Financial
Information.  PRWT will, and will cause its auditors to (a)
continue to provide KBL and its advisors access to all of PRWT’s financial
information used in the preparation of its Audited Financial Statements and
Unaudited Financial Statements and the financial information furnished pursuant
to Section 5.16 hereof and (b) cooperate fully with any reviews performed by KBL
or its advisors of any such financial statements or information.

     

    5.18        KBL Borrowings;
Indebtedness.  Through the Closing, KBL shall be allowed to
borrow funds from its directors, officers and/or stockholders to meet its
reasonable capital requirements, with any such loans to be made only as
reasonably required by the operation of KBL in due course on a non-interest
bearing basis and repayable at Closing from the Trust Fund.  Any
indebtedness of KBL existing immediately prior to the Closing Shall be paid in
full immediately upon the release of funds from the Trust Fund.

     

    
      
        
        

      

      
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    5.19        Trust Fund
Disbursement.  KBL shall cause the Trust Fund to be disbursed
to the Surviving Pubco and as otherwise contemplated by this Agreement
immediately upon the Closing.  All liabilities and obligations of KBL
due and owing or incurred at or prior to the Effective Time shall be paid as and
when due, including all amounts payable (i) to stockholders who elect to have
their shares converted to cash in accordance with the provisions of KBL’s
Charter Documents, (ii) all amounts payable in connection with any of the
arrangements or transactions contemplated by Section 4.2 (including all costs
and expenses in connection therewith), (iii) as deferred underwriters’
compensation in connection with KBL’s initial public offering, (iv) as the
Release Payment, (v) for income tax or other tax obligations of KBL prior to
Closing, (vi) as repayment of loans and reimbursement of expenses to directors,
officers and founding stockholders of KBL, and (vii) to third parties (e.g.,
professionals, printers, etc.) who have rendered services to KBL in connection
with its operations and efforts to effect a business combination, including the
Merger; provided, however, that not less than $25,000,000 of the monies in the
Trust Fund shall, as a result of the Merger, become an asset of Merger Sub (for
the benefit of Surviving Pubco for working capital purposes) at the Effective
Time, after payment of all such aforementioned liabilities and
obligations.

     

    5.20        Employment
Agreements.  As soon as practicable following execution of this
Agreement, KBL and PRWT shall proceed diligently and in good faith in
identifying management personnel with whom PRWT shall enter into employment
agreements (“Employment
Agreements”).  KBL and PRWT shall agree upon and deliver the
proposed terms of such Employment Agreements to the designated employees in good
faith by March 31, 2009.  KBL and PRWT shall proceed diligently and in
good faith to finalize such Employment Agreements prior to or on the Closing
Date and use their commercially reasonable best efforts to negotiate same with
such employees and have such employees accept and execute same effective upon
the Closing.

     

    5.21        Lock-Up
Agreements.  Concurrently with the execution of this Agreement,
each of the Persons listed on Schedule 5.9 are
executing the Lock-Up Agreements.

     

    5.22        Minority PRWT
Status.  Notwithstanding anything to the contrary contained in
this Agreement, from and after the Closing and for a period of six years
following the Closing, the Surviving Pubco shall take all necessary actions to
ensure that the equity ownership and operational control of PRWT complies in all
respects with the Minority Owned Business Certifications.

     

    5.23        KBL Insider Waiver.
In the event the parties undertake to proceed with any dividend of the type
permitted by Section 4.1(d), each of the Persons listed on Schedule 4.1(d) is
shall, prior to declaration of such dividend, execute the KBL Insider Waiver as
contemplated by Section 4.1(d) and in form and substance mutually and reasonably
satisfactory to PRWT and KBL.

     

    5.24        Certain Actions with Respect
to KBL Securities.  It is agreed that, notwithstanding anything
to the contrary contained in this Agreement, KBL and its affiliates (and PRWT
and its affiliates) shall be permitted to, and shall use their best commercially
reasonable efforts to negotiate and execute agreements related to the repurchase
and redemption of, and other similar actions relating to, KBL and/or PRWT
securities, including common stock and warrants, for the purposes of (a)
enhancing the likelihood of approval of the transactions contemplated hereby by
the holders of KBL Common Stock, (b) compliance with Section 5.22 and (c)
compliance with the Stockholder ownership requirements described in Section
6.1(d); provided, however, that nothing in this Section 5.24 shall be deemed to
limit the obligation to deliver at least $25 million to PRWT at Closing as
described in Section 5.19.

     

    
      
        
        

      

      
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    5.25    
   Cashless Exercise of
Warrants.  It is agreed that in connection with any redemption
or call of the PRWT Warrants following closing of the Merger the holders thereof
shall be offered the ability to exercise such warrants on a “cashless”
basis.

     

    ARTICLE
VI

     

    CONDITIONS TO THE
TRANSACTION

     

    6.1          Conditions to Obligations of
Each Party to Effect the Merger.  The respective obligations of
each party to this Agreement to effect the Merger shall be subject to the
satisfaction at or prior to the Closing Date of the following
conditions:

     

    (a)           Stockholder
Approval.  The KBL Stockholder Approval and the KBL Plan shall
have been duly approved and adopted by the stockholders of KBL by the requisite
vote under the laws of the State of Delaware.

     

    (b)           KBL Common
Stock.  Holders of thirty percent (30%) or more of the shares
of KBL Common Stock issued in KBL’s initial public offering of securities and
outstanding immediately before the Closing shall not have exercised their rights
to convert their shares into a pro rata share of the Trust Fund in accordance
with KBL’s Charter Documents.

     

    (c)           HSR Act; No
Order.  All specified waiting periods under the HSR Act shall
have expired, and no Governmental Entity shall have enacted, issued,
promulgated, enforced or entered any statute, rule, regulation, executive order,
decree, injunction or other order (whether temporary, preliminary or permanent)
which is in effect and which has the effect of making the Merger illegal or
otherwise prohibiting consummation of the Merger, substantially on the terms
contemplated by this Agreement.

     

    (d)           Ownership by the
Stockholders.  The number of shares of PRWT Common
Stock owned by the Stockholders immediately after the Merger and after giving
effect to the recapitalization in Section 1.6, the conversion of KBL Common
Stock into PRWT Common Stock as provided by Section 1.5 and any actions taken
under Section 4.2 shall constitute no less than 58% of all of the then issued
and outstanding shares of PRWT Common Stock (such calculation excluding the
EBITDA Shares issued into escrow pursuant to Section 1.11). 

     

    6.2          Additional Conditions to
Obligations of PRWT, Merger Sub and the Stockholders.  The
obligations of PRWT, Merger Sub and the Stockholders to consummate and effect
the Merger shall be subject to the satisfaction at or prior to the Closing Date
of each of the following conditions, any of which may be waived, in writing,
exclusively by PRWT:

     

    
      
        
        

      

      
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    (a)           Representations and
Warranties.  Each representation and warranty of KBL contained
in this Agreement that is (i) qualified as to materiality shall have been true
and correct (A) as of the date of this Agreement and (B) on and as of the
Closing Date with the same force and effect as if made on the Closing
Date,  and (ii) not qualified as to materiality shall have been true
and correct (C) as of the date of this Agreement and (D) in all material
respects on and as of the Closing Date with the same force and effect as if made
on the Closing Date. PRWT shall have received a certificate with respect to the
foregoing signed on behalf of KBL by an authorized officer of KBL (“KBL Closing
Certificate”).

     

    (b)           Agreements and
Covenants.  KBL shall have performed or complied in all
material respects with all agreements and covenants required by this Agreement
to be performed or complied with by it on or prior to the Closing Date, and the
KBL Closing Certificate shall include a provision to such effect.

     

    (c)           No
Litigation.  No action, suit or proceeding shall be pending or
threatened before any Governmental Entity which is reasonably likely to (i)
prevent consummation of any of the transactions contemplated by this Agreement,
or (ii) cause any of the transactions contemplated by this Agreement to be
rescinded following consummation and no order, judgment, decree, stipulation or
injunction to any such effect shall be in effect.

     

    (d)           Consents.  KBL
shall have obtained the consents, waivers and approvals required to be obtained
by KBL in connection with the consummation of the transactions contemplated
hereby, other than consents, waivers and approvals the absence of which, either
alone or in the aggregate, would not reasonably be expected to have a Material
Adverse Effect on KBL and the KBL Closing Certificate shall include a provision
to such effect.

     

    (e)           Material Adverse
Effect.  No Material Adverse Effect with respect to KBL shall
have occurred since the date of this Agreement.

     

    (f)           SEC
Compliance.  Immediately prior to Closing, KBL shall be in
compliance in all material respects with the reporting requirements under the
Securities Act and Exchange Act.

     

    (g)           Opinion of Counsel.
PRWT shall have received an opinion of counsel from Graubard Miller, counsel to
KBL, to be mutually and reasonably agreed upon by PRWT and KBL.

     

    (h)           Other
Deliveries.  At or prior to Closing, KBL shall have delivered
to PRWT (i) copies of resolutions and actions taken by KBL's board of directors
and stockholders in connection with the approval of this Agreement and the
transactions contemplated hereunder, and (ii) such other documents or
certificates as shall reasonably be required by PRWT and its counsel in order to
consummate the transactions contemplated hereunder.

     

    (i)           Resignations. The
persons listed in Schedule 6.2(i),
constituting all of the pre-Closing officers and directors of KBL, shall have
resigned from all of their positions and offices with KBL.

     

    
      
        
        

      

      
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    (j)           Escrow Agreements.
The Escrow Agreement and EBITDA Shares Escrow Agreement shall have been executed
and delivered by the Surviving Pubco and shall be in full force and effect with
respect to the Surviving Pubco.

     

    (k)           Trust
Fund.  KBL shall have made appropriate arrangements, subject to
Section 5.19, to have the Trust Fund dispersed to the Surviving Pubco
immediately upon the Closing and in accordance with Section 5.19, with no less
than $25,000,000 of the monies in the Trust Fund, as a result of the Merger,
becoming an asset of Merger Sub (for the benefit of Surviving Pubco for working
capital purposes).

     

    6.3          Additional Conditions to the
Obligations of KBL.  The obligations of KBL to consummate and
effect the Merger shall be subject to the satisfaction at or prior to the
Closing Date of each of the following conditions, any of which may be waived, in
writing, exclusively by KBL:

     

    (a)           Representations and
Warranties.  Each representation and warranty of PRWT and
Merger Sub contained in this Agreement that is (i) qualified as to materiality
shall have been true and correct (A) as of the date of this Agreement and (B) on
and as of the Closing Date with the same force and effect as if made on the
Closing Date, and (ii) not qualified as to materiality shall have been true and
correct (C) as of the date of this Agreement and (D) in all material respects on
and as of the Closing Date with the same force and effect as if made on the
Closing Date.  KBL shall have received a certificate with respect to
the foregoing signed on behalf of PRWT by an authorized officer of PRWT (“PRWT Closing
Certificate”).

     

    (b)           Agreements and
Covenants.  PRWT, Merger Sub and the Stockholders shall have
performed or complied in all material respects with all agreements and covenants
required by this Agreement to be performed or complied with by them at or prior
to the Closing Date, and PRWT Closing Certificate shall include a provision to
such effect.

     

    (c)           No
Litigation.  No action, suit or proceeding shall be pending or
threatened before any Governmental Entity which is reasonably likely to (i)
prevent consummation of any of the transactions contemplated by this Agreement,
(ii) cause any of the transactions contemplated by this Agreement to be
rescinded following consummation or (iii) affect materially and adversely the
right of PRWT to issue the securities contemplated by this Agreement or
Surviving Pubco to own, operate or control any of the assets and operations of
PRWT following the Merger and no order, judgment, decree, stipulation or
injunction to any such effect shall be in effect.

     

    (d)           Consents.  PRWT
shall have obtained the consents, waivers, permits and approvals set forth on
Schedule
2.5(b).

     

    (e)           Material Adverse
Effect.  No Material Adverse Effect with respect to PRWT shall
have occurred since the date of this Agreement.

     

    (f)           Lock-Up
Agreements.  The Lock-Up Agreements shall have been executed
and delivered by the Stockholders and shall be in full force and effect with
respect to the Stockholders.

     

    
      
        
        

      

      
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    (g)           Escrow Agreements.
The Escrow Agreement and the EBITDA Shares Escrow Agreement each shall have been
executed and delivered by the Surviving Pubco, the Representative and each
Stockholder and shall be in full force and effect with respect to the Surviving
Pubco, the Representative and each Stockholder.

     

    (h)           Opinion of
Counsel.  KBL shall have received an opinion of counsel from
Blank Rome LLP, counsel to PRWT, to be mutually and reasonably agreed upon by
PRWT and KBL.

     

    (i)           Other
Deliveries.  At or prior to Closing, PRWT shall have delivered
to KBL:  (i) copies of resolutions and actions taken by PRWT's and
Merger Sub’s board of directors and Stockholders in connection with the approval
of this Agreement and the transactions contemplated hereunder, and (ii) such
other documents or certificates as shall reasonably be required by KBL and its
counsel in order to consummate the transactions contemplated
hereunder.

     

    (j)           Insider Loans; Equity
Ownership in Subsidiaries.  All outstanding indebtedness owed
by PRWT’s Insiders shall have been repaid in full, including the indebtedness
and other obligations described on Schedule 2.22, and
all outstanding guaranties and similar arrangements pursuant to which PRWT has
guaranteed the payment or performance of any obligations of any of PRWT’s
Insiders to a third party shall have been terminated, and no Insider shall own
any direct equity interests in any Subsidiary of PRWT or in any other Person
that utilizes the name “PRWT” or any other name
comprising the Intellectual Property or any derivative thereof. 

     

    (k)           Termination of Separation
Agreements.  The Separation Agreement by and between PRWT and
William Turner dated April 18, 2008, as amended, and the Separation Agreement by
and between PRWT and Fletcher Wiley dated April 15, 2008, as amended, shall have
been terminated.

     

    (l)           USF Stockholders’
Agreement.  Each of the parties to the U.S. Facilities
Stockholders’ Agreement, dated as of May 31, 2000 (the “USF Stockholders’
Agreement”) shall have agreed in writing to waive the provisions set
forth in Sections 2.6 and 4.2 of the USF Stockholders’ Agreement.

     

    ARTICLE
VII

     

    INDEMNIFICATION

     

    7.1          Indemnification of KBL and
Surviving Pubco.

     

    (a)           Subject
to the terms and conditions of this Article VII (including without limitation
the limitations set forth in Section 7.4), KBL, the Surviving Pubco and their
respective representatives, successors and permitted assigns (the “KBL Indemnitees”)
shall be indemnified, defended and held harmless with respect to the matters
under Sections 7.1(a)(i) and 7.1(a)(ii), below, but only to the extent of the
Escrow Shares, from and against all Losses asserted against, resulting to,
imposed upon, or incurred by any KBL Indemnitee by reason of, arising out of or
resulting from:

     

    
      
        
        

      

      
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    (i)           the
inaccuracy or breach of any representation or warranty of PRWT or any of the
Stockholders contained in or made pursuant to this Agreement, any Schedule or
any certificate delivered by PRWT to KBL pursuant to this Agreement with respect
hereto or thereto in connection with the Closing;

     

    (ii)           the
non-fulfillment or breach of any covenant or agreement of PRWT or any of the
Stockholders contained in this Agreement;

     

    (iii)           the
matter set forth in Schedule 2.15 of the
PRWT Schedule relating to the payment of social security Taxes for the year
2006; and

     

    (iv)           the
matters set forth in Schedule 2.16 of the
PRWT Schedule.

     

    (b)           As
used in this Article VII, the term “Losses”, subject to
Section 7.4(e) hereof, shall include all actual losses, liabilities, damages,
judgments, awards, orders, penalties, settlements, costs and expenses
(including, without limitation, interest, penalties, court costs and reasonable
legal fees and expenses) including those arising from any demands, claims,
suits, actions, costs of investigation, notices of violation or noncompliance,
causes of action, proceedings and assessments whether or not made by third
parties or whether or not ultimately determined to be valid.  Solely
for the purpose of determining the amount of any Losses (and not for determining
any breach) for which the KBL Indemnitees may be entitled to indemnification
pursuant to Article VII, any representation or warranty contained in this
Agreement that is qualified by a term or terms such as “material,” “materially,”
or “Material Adverse Effect” shall be deemed made or given without such
qualification and without giving effect to such words.

     

    7.2          Indemnification of Third
Party Claims.  The indemnification obligations and liabilities
under this Article VII with respect to actions, proceedings, lawsuits,
investigations, demands or other claims brought against a KBL Indemnitee by a
Person other than PRWT or a Stockholder (a “Third Party Claim”)
shall be subject to the following terms and conditions:

     

    (a)           Notice of
Claim.  KBL or Surviving Pubco, acting through the Committee,
will give the Representative prompt written notice after receiving written
notice of any Third Party Claim or discovering the liability, obligation or
facts giving rise to such Third Party Claim (a “Notice of Claim”)
which Notice of Third Party Claim shall set forth (i) a brief description of the
nature of the Third Party Claim, (ii) the total amount of the actual
out-of-pocket Loss or the anticipated potential Loss (including any costs or
expenses which have been or may be reasonably incurred in connection therewith),
and (iii) whether such Loss may be covered (in whole or in part) under any
insurance and the estimated amount of such Loss which may be covered under such
insurance, and the Representative shall be entitled to participate in the
defense of Third Party Claim at its expense.

     

    (b)           Defense.  The
Representative shall have the right, at its option (subject to the limitations
set forth in subsection 7.2(c) below) and at its own expense, by written notice
to KBL, to assume the entire control of, subject to the right of KBL to
participate (at its expense and with counsel of its choice) in, the defense,
compromise or settlement of the Third Party Claim as to which such Notice of
Claim has been given, and shall be entitled to appoint a recognized and
reputable counsel reasonably acceptable to KBL to be the lead counsel in
connection with such defense. If the Representative is permitted and elects to
assume the defense of a Third Party Claim:

     

    
      
        
        

      

      
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    (i)           the
Representative shall diligently and in good faith defend such Third Party Claim
and shall keep the Committee reasonably informed of the status of such defense;
provided, however, that the Committee shall have the right to approve any
settlement, which approval will not be unreasonably withheld, delayed or
conditioned except to the extent the settlement relates solely to monetary
damages that are indemnified fully under Section 7.1; and

     

    (ii)           KBL,
Surviving Pubco and the Committee shall cooperate fully in all respects with the
Representative in any such defense, compromise or settlement thereof, including,
without limitation, the selection of counsel, and KBL, Surviving Pubco and the
Committee shall make available to the Representative all pertinent information
and documents under its control.

     

    (c)           Limitations of Right to
Assume Defense.  The Representative shall not be entitled to
assume control of such defense and, subject to the limitations of Section 7.4,
shall pay the reasonable fees and expenses of one counsel retained by Surviving
Pubco or the Committee if (i) the Third Party Claim relates to or arises in
connection with any criminal proceeding, action, indictment, allegation or
investigation; (ii) the Third Party Claim seeks an injunction or equitable
relief against a KBL Indemnitee; or (iii) there is a reasonable probability that
a Third Party Claim may materially and adversely affect Surviving Pubco or its
Subsidiaries other than as a result of money damages or other money
payments.

     

    (d)           Other
Limitations.  Failure to give prompt Notice of Claim or to
provide copies of relevant available documents or to furnish relevant available
data shall not constitute a defense (in whole or in part) to any Third Party
Claim by a KBL Indemnitee against the Representative and shall not affect the
Representative’s duty or obligations under this Article VII, except to the
extent (and only to the extent that) such failure shall have adversely affected
the ability of the Representative to defend against or reduce its liability or
caused or increased such liability or otherwise caused the damages for which the
Representative is obligated to be greater than such damages would have been had
the Committee given the Representative prompt notice hereunder. So long as the
Representative is defending any such action actively and in good faith,
Surviving Pubco shall not settle such action. KBL and Surviving Pubco shall make
available to the Representative all relevant records and other relevant
materials required by them and in the possession or under the control of KBL or
Surviving Pubco, for the use of the Representative and its representatives in
defending any such action, and shall in other respects give reasonable
cooperation in such defense.

     

    (e)           Failure to
Defend.  If the Representative, promptly after receiving a
Notice of Claim, fails to defend such Third Party Claim actively and in good
faith, Surviving Pubco or the Committee, subject to the limitations of Section
7.4, will (upon further written notice) have the right to undertake the defense,
compromise or settlement of such Third Party Claim as it may determine in its
reasonable discretion, provided that the Representative shall have the right to
approve any settlement, which approval will not be unreasonably withheld,
delayed or conditioned.

     

    
      
        
        

      

      
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    (f)           KBL Indemnitee
Rights.  Anything in this Section 7.2 to the contrary
notwithstanding, the Representative shall not, without the written consent of
the Committee, settle or compromise any action or consent to the entry of any
judgment which does not include as an unconditional term thereof the giving by
the claimant or the plaintiff to each of the KBL Indemnitees of a full and
unconditional release from all liability and obligation in respect of such
action without any payment by any KBL Indemnitee.

     

    (g)           Representative
Consent.  Unless the Representative has consented to a
settlement of a Third Party Claim, the amount of the settlement shall not be a
binding determination of the amount of the Loss and such amount shall be
determined in accordance with the provisions of the Escrow
Agreement.

     

    7.3          Insurance and Tax
Effect.

     

    (a)           To
the extent that any Losses that are subject to indemnification pursuant to this
Article VII are covered by insurance, Surviving Pubco shall use reasonable best
efforts to obtain the maximum recovery under such insurance; provided that KBL
Indemnitees shall nevertheless be entitled to bring a claim for indemnification
under this Article VII in respect of such Losses and the time limitations set
forth in Section 7.4 hereof for bringing a claim of indemnification under this
Agreement shall be tolled during the pendency of such insurance claim. The
existence of a claim by KBL or Surviving Pubco for monies from an insurer or
against a third party in respect of any Loss shall not, however, delay any
payment pursuant to the indemnification provisions contained herein and
otherwise determined to be due and owing by the Representative.  If
KBL or Surviving Pubco has received the payment required by this Agreement from
the Representative in respect of any Loss and later receives proceeds from
insurance or other amounts in respect of such Loss, then it shall hold such
proceeds or other amounts in trust for the benefit of the Representative and
shall pay to the Representative, as promptly as practicable after receipt, a sum
equal to the amount of such proceeds or other amount received, up to the
aggregate amount of any payments received from the Representative pursuant to
this Agreement in respect of such Loss. Notwithstanding any other provisions of
this Agreement, it is the intention of the parties that no insurer or any other
third party shall be (i) entitled to a benefit it would not be entitled to
receive in the absence of the foregoing indemnification provisions, or (ii)
relieved of the responsibility to pay any claims for which it is
obligated.

     

    (b)           To
the extent that any Losses that are subject to indemnification pursuant to this
Article VII are deductible for income tax purposes by KBL, PRWT, the Merger Sub
or the Surviving Pubco, as the case may be, the amount of any Loss shall be
reduced by the income tax savings to such party as a result of the payment of
such Loss.

     

    7.4          Limitations on
Indemnification.

     

    (a)           Survival; Time
Limitation.  The representations, warranties, covenants and
agreements in this Agreement or in any writing delivered by PRWT, the
Stockholder or Merger Sub to KBL in connection with this Agreement (including
the certificate required to be delivered by PRWT pursuant to Section 6.3(a))
shall survive the Closing until the Final Escrow Release Date (the “Survival
Period”).

     

    
      
        
        

      

      
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    (b)           Any
indemnification claim made by KBL or Surviving Pubco in writing prior to the
termination of the Survival Period shall be preserved despite the subsequent
termination of the Survival Period and any claim set forth in a Notice of Claim
sent prior to the expiration of such Survival Period shall survive until final
resolution thereof. Except as set forth in the immediately preceding sentence,
(i) no claim for indemnification under this Article VII shall be brought after
the end of the Survival Period, and (ii) the indemnification rights of KBL
Indemnitees under this Article VII shall terminate and be of no further force or
effect.

     

    (c)           Deductible.  No
amount shall be payable under Article VII unless and until the aggregate amount
of all indemnifiable Losses otherwise payable exceeds $1,000,000 (the “Deductible”), in
which event the amount payable shall be only the amount in excess of the
Deductible.

     

    (d)           Aggregate Amount
Limitation.  The aggregate liability for Losses pursuant to
Section 7.1 shall not in any event exceed the Escrow Shares and no KBL
Indemnitee shall have any claim against PRWT’s stockholders other than the
Escrow Shares during the Escrow Period.

     

    (e)           No Special or Consequential
Damages.  In no event shall Losses be deemed to include any
special, indirect, consequential or punitive damages.

     

    7.5          Exclusive
Remedy.  Except with respect to the return of EBITDA Shares to
Surviving Pubco under Section 1.11 and with respect to the return of PRWT Common
Stock under Section 1.7, each of KBL and Surviving Pubco on behalf of itself and
the other KBL Indemnitees, hereby acknowledges and agrees that, from and after
the Closing, the sole remedy of the KBL Indemnitees with respect to any and all
claims for money damages arising out of or relating to this Agreement shall be
pursuant and subject to the requirements of the indemnification provisions set
forth in this Article VII.  Notwithstanding any of the foregoing,
nothing contained in this Article VII shall in any way impair, modify or
otherwise limit a KBL Indemnitees’ right to bring any claim, demand or suit
against the other party based upon such other party’s actual fraud.

     

    7.6          Adjustment to Purchase
Price.  Amounts paid for indemnification under Article VII
shall be deemed to be an adjustment to the “purchase price” paid to the
Stockholders in connection with business combination between PRWT and KBL,
except as otherwise required by Law.

     

    
      
        
        

      

      
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    7.7           Representative Capacities;
Application of Escrow Shares.  The parties acknowledge that the
Representative’s obligations under this Article VII are solely as a
representative of the Stockholders in the manner set forth in the Escrow
Agreement with respect to the obligations to indemnify the KBL Indemnitees under
this Article VII and that the Representative shall have no personal
responsibility for any expenses incurred by him in such capacity and that all
payments to the KBL Indemnitees as a result of such indemnification obligations
shall be made solely from, and to the extent of, the Escrow
Shares.  Out-of-pocket expenses of the Representative for attorneys’
fees and other costs shall be borne in the first instance by KBL, which may make
a claim for reimbursement thereof against the Escrow Shares upon the claim with
respect to which such expenses are incurred becoming an Established Claim (as
defined in the Escrow Agreement). The parties further acknowledge that all
actions to be taken by the KBL Indemnitees pursuant to this Article VII shall be
taken on their behalf by the Committee in accordance with the provisions of the
Escrow Agreement. The Escrow Agent, pursuant to the Escrow Agreement after the
Closing, may apply all or a portion of the Escrow Shares to satisfy any claim
for indemnification pursuant to this Article VII. The Escrow Agent will hold the
remaining portion of the Escrow Shares until final resolution of all claims for
indemnification or disputes relating thereto. Notwithstanding anything to the
contrary contained herein, all Escrow Shares remaining in escrow following the
Final Escrow Release Date in excess of the Escrow Shares necessary to satisfy
any timely filed claim for indemnification shall be released and delivered to
the Persons entitled to them on such date.  Notwithstanding anything
to the contrary contained herein, the Representative shall have no liability to
PRWT or any Stockholder or any party hereto for any action taken or omitted to
be taken hereunder, unless such liability is determined by a judgment or a court
of competent jurisdiction to have resulted from the gross negligence, or willful
misconduct of the Representative.  KBL shall defend, indemnify and
hold harmless the Representative for all losses, damages, costs and expenses
(including reasonable attorney’s fees and costs of investigation) arising out of
or in connection with, the performance by the Representative of its duties and
obligations under this Agreement, unless such liability is determined by a
judgment or a court of competent jurisdiction to have resulted from the gross
negligence, or willful misconduct of the Representative.

     

    7.8          EBITDA Shares Escrow and Net
Debt Adjustments.  For clarity, no provision of this Article
VII shall govern with respect to the EBITDA Shares, which shall be governed by
the EBITDA Shares Escrow Agreement, or with respect to the return of shares to
the Surviving Pubco as may be required under Section 1.7.

     

    ARTICLE
VIII

     

    TERMINATION

     

    8.1          Termination.  This
Agreement may be terminated at any time prior to the Closing:

     

    (a)           by
mutual written agreement of KBL and PRWT at any time;

     

    (b)           by
either KBL or PRWT if the Merger shall not have been consummated by July 19,
2009; provided, however, that the right to terminate this Agreement under this
Section 8.1(b) shall not be available to any party whose action or failure to
act has been a principal cause of or resulted in the failure of the Merger to
occur on or before such date and such action or failure to act constitutes a
breach of this Agreement;

     

    (c)           by
either KBL or PRWT if a Governmental Entity shall have issued an order, decree,
judgment or ruling or taken any other action, in any case having the effect of
permanently restraining, enjoining or otherwise prohibiting the Merger, which
order, decree, ruling or other action is final and nonappealable;

     

    
      
        
        

      

      
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    (d)           by
PRWT, upon a material breach of any representation, warranty, covenant or
agreement on the part of KBL set forth in this Agreement, or if any
representation or warranty of KBL shall have become untrue, in either case such
that the conditions set forth in Article VI would not be satisfied as of the
time of such breach or as of the time such representation or warranty shall have
become untrue, provided, that if such breach by KBL is curable by KBL prior to
the Closing Date, then PRWT may not terminate this Agreement under this Section
8.1(d) for thirty (30) days after delivery of written notice from PRWT to KBL of
such breach, provided KBL continues to exercise commercially reasonable best
efforts  to cure such breach (it being understood that PRWT may not
terminate this Agreement pursuant to this Section 8.1(d) if it shall have
materially breached this Agreement or if such breach by KBL is cured during such
thirty (30)-day period);

     

    (e)           by
KBL, upon a material breach of any representation, warranty, covenant or
agreement on the part of PRWT or a Stockholder set forth in this Agreement, or
if any representation or warranty of PRWT or a Stockholder shall have become
untrue, in either case such that the conditions set forth in Article VI would
not be satisfied as of the time of such breach or as of the time such
representation or warranty shall have become untrue, provided, that if such
breach is curable by PRWT prior to the Closing Date, then KBL may not terminate
this Agreement under this Section 8.1(e) for thirty (30) days after delivery of
written notice from KBL to PRWT of such breach, provided PRWT or such
Stockholder continues to exercise commercially reasonable best efforts  to
cure such breach (it being understood that KBL may not terminate this Agreement
pursuant to this Section 8.1(e) if it shall have materially breached this
Agreement or if such breach by PRWT or such Stockholder is cured during such
thirty (30)-day period);

     

    (f)           by
either KBL or PRWT, if, at the Special Meeting (including any adjournments
thereof), this Agreement and the transactions contemplated hereby shall fail to
be approved and adopted by the affirmative vote of the holders of KBL Common
Stock required under KBL’s certificate of incorporation, or the holders of 30%
or more of the number of shares of KBL Common Stock issued in KBL’s initial
public offering and outstanding as of the date of the record date of the Special
Meeting exercise their rights to convert the shares of KBL Common Stock held by
them into cash in accordance with KBL’s certificate of
incorporation;

     

    8.2          Notice of Termination;
Effect of Termination.

     

    (a)           Any
termination of this Agreement under Section 8.1 above will be effective
immediately upon (or, if the termination is pursuant to Section 8.1(d) or
Section 8.1(e) and the proviso therein is applicable, thirty (30) days after)
the delivery of written notice of the terminating party to the other parties
hereto.

     

    (b)           In
the event of the termination of this Agreement as provided in Section 8.1, this
Agreement shall be of no further force or effect and the Merger shall be
abandoned, except for and subject to the following:  (i) Sections 5.6,
5.7, 5.11, 8.2 and 8.3 and Article X (General Provisions) shall survive the
termination of this Agreement, and (ii) nothing herein shall relieve any party
from liability for any breach of this Agreement, including a breach by a party
electing to terminate this Agreement pursuant to Section 8.1(b) caused by the
action or failure to act of such party constituting a principal cause of or
resulting in the failure of the Merger to occur on or before the date stated
therein.

     

    
      
        
        

      

      
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    8.3           Fees and
Expenses.  All fees and expenses incurred in connection with
this Agreement and the transactions contemplated hereby shall be paid by the
party incurring such expenses whether or not the Merger is
consummated.

     

    8.4           KBL Termination
Fee.  If KBL wrongfully fails or refuses to consummate the
Merger or PRWT terminates this Agreement pursuant to Section 8.1(d) and (b) KBL
consummates a merger or other business combination with another entity on or
before July 19, 2009, KBL shall pay PRWT, concurrently with the consummation of
such merger or other business combination, a cash termination fee of $2,000,000,
payment of which shall be in full satisfaction of all other rights of PRWT and
the Stockholders for damages under this Agreement.

     

    8.5           KBL
Damages.  The parties acknowledge and agree that if PRWT or the
Stockholders wrongfully fail or refuse to consummate the Merger or KBL
terminates this Agreement pursuant to Section 8.1(e), KBL and its stockholders
may incur significant damages, including damages resulting from KBL being
required to dissolve and liquidate in accordance with the KBL Charter Documents,
provided that nothing herein shall preclude the need for KBL or its stockholders
to prove their actual damages resulting from such failure or
refusal.

     

    ARTICLE
IX

     

    DEFINED
TERMS

     

    Terms
defined in this Agreement are organized alphabetically as follows, together with
the Section and, where applicable, paragraph, number in which definition of each
such term is located:

     

    
      
        	
                “2009
      EBITDA”

              	
                Section
      1.11(a)(i)

              
	
                “2009
      EBITDA Excess”

              	
                Section
      1.11(a)(i)

              
	
                “2010
      EBITDA”

              	
                Section
      1.11(a)(ii)

              
	
                “2010
      EBITDA Excess”

              	
                Section
      1.11(a)(ii)

              
	
                “2011
      EBITDA”

              	
                Section
      1.11(a)(iii)

              
	
                “2011
      EBITDA Excess”

              	
                Section
      1.11(a)(iii)

              
	
                “AAA”

              	
                Section
      10.8

              
	
                “Accounting
      Firm”

              	
                Section
      1.7(k)

              
	
                “Affiliate”

              	
                Section
      10.2(f)

              
	
                “Agreement”

              	
                Section
      1.1

              
	
                “Applicable
      Law”

              	
                Section
      1.3

              
	
                “Approvals”

              	
                Section
      2.1(a)

              
	
                “Articles
      of Merger”

              	
                Section
      1.2

              
	
                “Audited
      Financial Statements”

              	
                Section
      2.7(a)

              
	
                “Blue
      Sky Laws”

              	
                Section
      1.13(b)(iii)

              


      

    


    
      
         


      

      
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                “Certificate
      of Merger”

              	
                Section
      1.2

              
	
                “Charter
      Documents”

              	
                Section
      2.1(a)

              
	
                “Claim”

              	
                Section
      1.14(a)

              
	
                “Closing”

              	
                Section
      1.2

              
	
                “Closing
      Date”

              	
                Section
      1.2

              
	
                “Closing
      Form 8-K”

              	
                Section
      5.4(b)

              
	
                “Closing
      Net Debt Amount”

              	
                Section
      1.7(g)

              
	
                “Closing
      Net Debt Statement”

              	
                Section
      1.7(g)

              
	
                “Closing
      Press Release”

              	
                Section
      5.4(b)

              
	
                “Code”

              	
                Section
      2.11(a)

              
	
                “Committee”

              	
                Section
      1.12(a)

              
	
                “Continental”

              	
                Section
      1.5(e)

              
	
                “Copyrights”

              	
                Section
      2.18(a)(i)

              
	
                “Deductible”

              	
                Section
      7.4(c)

              
	
                “DGCL”

              	
                Recital
      A

              
	
                “Disclosure
      Schedules”

              	
                Section
      5.12

              
	
                “Dissenter”

              	
                Section
      1.15(a)

              
	
                “Dissenting
      Shares”

              	
                Section
      1.15(b)

              
	
                “EBITDA”

              	
                Section
      1.11(c)

              
	
                “EBITDA
      Shares”

              	
                Section
      1.11(a)

              
	
                “EBITDA
      Shares Escrow Agreement”

              	
                Section
      1.11(a)

              
	
                “Effective
      Time”

              	
                Section
      1.2

              
	
                “Employment
      Agreements”

              	
                Section
      5.20

              
	
                “Environmental
      Law”

              	
                Section
      2.16(b)

              
	
                “ERISA”

              	
                Section
      2.11(a)

              
	
                “ERISA
      Affiliate”

              	
                Section
      2.11(a)

              
	
                “Escrow
      Account”

              	
                Section
      1.10

              
	
                “Escrow
      Agent”

              	
                Section
      1.10

              
	
                “Escrow
      Agreement”

              	
                Section
      1.10

              
	
                “Escrow
      Claims”

              	
                Section
      1.10

              
	
                “Escrow
      Shares”

              	
                Section
      1.10

              
	
                “Estimated
      Net Debt Amount”

              	
                Section
      1.7(d)

              
	
                “Exchange
      Act”

              	
                Section
      1.13(b)(iii)

              
	
                “Final
      Escrow Release Date”

              	
                Section
      1.10

              
	
                “First
      Escrow Release Date”

              	
                Section
      1.10

              
	
                “Governmental
      Action/Filing”

              	
                Section
      2.21(c)

              
	
                “Governmental
      Entity”

              	
                Section
      10.2(g)

              
	
                “Hazardous
      Substance”

              	
                Section
      2.16(c)

              
	
                “HSR
      Act”

              	
                Section
      2.5(b)

              
	
                “Independent
      Accountant”

              	
                Section
      1.7(d)

              
	
                “Insider”

              	
                Section
      2.19(a)(i)

              
	
                “Insurance
      Policies”

              	
                Section
      2.20

              
	
                “Intellectual
      Property”

              	
                Section
      2.18(a)(i)

              
	
                “Item
      of Dispute”

              	
                Section
      1.7(k)

              
	
                “KBL”

              	
                Heading

              
	
                “KBL
      Closing Certificate”

              	
                Section
      6.2(a)

              


      

    


    
      
         


      

      
        63

        
          

        

      

      
         


      

    

    


    
      
        	
                “KBL
      Common Stock”

              	
                Section
      1.5(a)

              
	
                “KBL
      Contracts”

              	
                Section
      3.19(a)

              
	
                “KBL
      Convertible Securities”

              	
                Section
      3.3(b)

              
	
                “KBL
      Indemnitees”

              	
                Section
      7.1(a)

              
	
                “KBL
      Insider Waiver”

              	
                Section
      4.1(d)

              
	
                “KBL
      Preferred Stock”

              	
                Section
      3.3(a)

              
	
                “KBL
      Schedule”

              	
                Article
      III Preamble

              
	
                “KBL
      SEC Reports”

              	
                Section
      3.7(a)

              
	
                “KBL
      Stockholder Approval”

              	
                Section
      5.1(a)

              
	
                “KBL
      Stock Options”

              	
                Section
      3.3(b)

              
	
                “KBL
      Units”

              	
                Section
      1.5(f)

              
	
                “KBL
      Warrants”

              	
                Section
      1.5(e)

              
	
                “knowledge”

              	
                Section
      10.2(d)

              
	
                “Legal
      Requirements”

              	
                Section
      10.2(b)

              
	
                “Lien”

              	
                Section
      10.2(e)

              
	
                “Lock-Up
      Agreements”

              	
                Section
      5.9

              
	
                “Losses”

              	
                Section
      7.1(b)

              
	
                “Material
      Adverse Effect”

              	
                Section
      10.2(a)

              
	
                “Material
      PRWT Contracts”

              	
                Section
      2.19(a)

              
	
                “MELF”

              	
                Section
      4.1(j)

              
	
                “Merger”

              	
                Recital
      A

              
	
                “Merger
      Sub”

              	
                Heading

              
	
                “Merger
      Transaction”

              	
                Section
      4.3(a)

              
	
                “Minority
      Owned Business Certificates”

              	
                Section
      2.24

              
	
                “Net
      Debt”

              	
                Section
      1.7(a)

              
	
                “Net
      Debt Excess”

              	
                Section
      1.7(f)

              
	
                “Net
      Debt Surplus”

              	
                Section
      1.7(e)

              
	
                “Notice
      of Claim”

              	
                Section
      7.2(a)

              
	
                “NYSEA”

              	
                Section
      3.23

              
	
                “Patents”

              	
                Section
      2.18(a)(i)

              
	
                “PBCL”

              	
                Recital
      A

              
	
                “Periodic
      Net Debt Statement”

              	
                Section
      1.7(c)

              
	
                “Person”

              	
                Section
      10.2(c)

              
	
                “Personal
      Property”

              	
                Section
      2.14(b)

              
	
                “Plan/Plans”

              	
                Section
      2.11(a)

              
	
                “Proxy
      Statement/Prospectus”

              	
                Section
      5.1(a)

              
	
                “PRWT”

              	
                Header

              
	
                “PRWT
      Closing Certificate”

              	
                Section
      6.3(a)

              
	
                “PRWT
      Common Stock”

              	
                Section
      1.5(a)

              
	
                “PRWT
      Contracts”

              	
                Section
      2.19(a)

              
	
                “PRWT
      Intellectual Property”

              	
                Section
      2.18(a)(ii)

              
	
                “PRWT
      Products”

              	
                Section
      2.18(a)(v)

              
	
                “PRWT
      Registered Intellectual Property”

              	
                Section
      2.18(a)(iv)

              
	
                “PRWT
      Schedule”

              	
                Article
      II Preamble

              
	
                “PRWT
      Stock Options”

              	
                Section
      2.3(b)

              
	
                “PRWT
      Units”

              	
                Section
      1.5(f)

              


      

    


    
      
         


      

      
        64

        
          

        

      

      
         


      

    


    


    
      
        	
                “PRWT
      Warrant”

              	
                Section
      1.5(e)

              
	
                “Pubco
      Plan”

              	
                Section
      5.1(a)

              
	
                “Registered
      Intellectual Property”

              	
                Section
      2.18(a)(iii)

              
	
                “Registration
      Statement”

              	
                Section
      5.1(a)

              
	
                “Release
      Payment”

              	
                Section
      1.17

              
	
                “Representative”

              	
                Section
      1.12(b)

              
	
                “Returns”

              	
                Section
      2.15(b)(i)

              
	
                “Securities
      Act”

              	
                Section
      1.13(b)(iii)

              
	
                “Signing
      Form 8-K”

              	
                Section
      5.4(a)

              
	
                “Signing
      Press Release”

              	
                Section
      5.4(a)

              
	
                “Special
      Meeting”

              	
                Section
      5.1(a)

              
	
                “Stockholders”

              	
                Header

              
	
                “Stockholder
      Shares”

              	
                Section
      1.6

              
	
                “Stockholder
      Shares Increase Amount”

              	
                Section
      1.7(e)

              
	
                “Stockholder
      Shares Decrease Amount”

              	
                Section
      1.7(f)

              
	
                “Subsidiaries”

              	
                Section
      2.2(a)

              
	
                “Survival
      Period”

              	
                Section
      7.4(a)

              
	
                “Surviving
      Pubco”

              	
                Section
      1.1

              
	
                “Tax/Taxes”

              	
                Section
      2.15(a)

              
	
                “Third
      Party Claim”

              	
                Section
      7.2

              
	
                “Trademarks”

              	
                Section
      2.18(a)(i)

              
	
                “Trust
      Fund”

              	
                Section
      3.25

              
	
                “Unaudited
      Financial Statements”

              	
                Section
      2.7(b)

              
	
                “USF
      Stockholders’ Agreement”

              	
                Section
      6.3(l)

              
	
                “U.S.
      GAAP”

              	
                Section
      2.7(a)

              


      

    

     

    ARTICLE
X

     

    GENERAL
PROVISIONS

     

    10.1           Notices.  All
notices and other communications hereunder shall be in writing and shall be
deemed given if delivered personally or by commercial delivery service, or sent
via telecopy (receipt confirmed) to the parties at the following addresses or
telecopy numbers (or at such other address or telecopy numbers for a party as
shall be specified by like notice):

     

    if to
KBL, to:

    


    
      
        
          	
                  KBL
      Healthcare Acquisition Corp. III

                
	
                  380
      Lexington Avenue, 31st Floor

                
	
                  New
      York, New York 10168

                
	
                  Attention:

                	
                  Marlene
      Krauss, M.D.

                
	
                  Telephone:

                	
                  (212)
      319-5555 x3416

                
	
                  Telecopy:

                	
                  (212)
      319-5591

                


        

      

    


    
      
         


      

      
        65

        
          

        

      

      
         


      

    


    with a copy to:

    


    
      
        
          	
                  David
      Alan Miller, Esq.

                
	
                  Graubard
      Miller

                
	
                  405
      Lexington Avenue

                
	
                  New
      York, New York 10174-1901

                
	
                  Telephone:

                	
                  212-818-8661

                
	
                  Telecopy:

                	
                  212-818-8881

                


        

      

    

     

    if to
PRWT to:

    


    
      
        	
                PRWT
      Services, Inc.

              
	
                1835
      Market Street

              
	
                Suite
      1100

              
	
                Philadelphia,
      Pennsylvania 19103-2917

              
	
                Attention:  Chief
      Executive Officer

              
	
                Telephone:  215-988-8979

              
	
                Telecopy:  215-569-1925

              


      

    

    


    with a
copy to:

    


    
      
        
          	
                  Blank
      Rome LLP

                
	
                  One
      Logan Square

                
	
                  130
      North 18th Street

                
	
                  Philadelphia,
      PA 19103-6998

                
	
                  Attention:

                	
                  Christopher
      A. Lewis, Esq.

                
	
                  Telephone:

                	
                  (215)
      569-5793

                
	
                  Telecopy:

                	
                  (215)
      832-5793

                


        

      

    

     

    10.2         Interpretation.  The
definitions of the terms herein shall apply equally to the singular and plural
forms of the terms defined.  Whenever the context shall require, any
pronoun shall include the corresponding masculine, feminine and neuter
forms.  When a reference is made in this Agreement to an Exhibit or
Schedule, such reference shall be to an Exhibit or Schedule to this Agreement
unless otherwise indicated.  When a reference is made in this
Agreement to Sections or subsections, such reference shall be to a Section or
subsection of this Agreement.  Unless otherwise indicated the words
“include,” “includes” and “including” when used herein shall be deemed in each
case to be followed by the words “without limitation.”  The table of
contents and headings contained in this Agreement are for reference purposes
only and shall not affect in any way the meaning or interpretation of this
Agreement.  When reference is made herein to “the business of” an
entity, such reference shall be deemed to include the business of all direct and
indirect Subsidiaries of such entity.  Reference to the Subsidiaries
of an entity shall be deemed to include all direct and indirect Subsidiaries of
such entity.  For purposes of this Agreement:

     

    
      
        
        

      

      
        66

        
          

        

      

      
        
        

      

    

     

    (a)           the
term “Material Adverse
Effect” when used in connection with PRWT or KBL, as the case may be,
means any change, event, or occurrence, individually or when aggregated with
other changes, events, or occurrences, that is materially adverse to the
business or financial condition of PRWT or KBL, as applicable, and their
respective Subsidiaries, taken as a whole; provided however that none of the
following alone or in combination shall be deemed, in and of itself, to
constitute a Material Adverse Effect any changes, events, occurrences or effects
arising out of, resulting from or attributable to (A) acts of war, sabotage or
terrorism, or any escalation or worsening of any such acts of war, sabotage or
terrorism, (B) earthquakes, hurricanes, tornados or other natural disasters, (C)
changes attributable to the public announcement or pendency of the transactions
contemplated hereby or (D) changes in the general national or regional economic
conditions.

     

    (b)           the
term “Legal
Requirements” means any federal, state, local, municipal, foreign or
other law, statute, constitution, principle of common law, resolution,
ordinance, code, edict, decree, rule, regulation, ruling or requirement issued,
enacted, adopted, promulgated, implemented or otherwise put into effect by or
under the authority of any Governmental Entity and all requirements set forth in
applicable PRWT Contracts or KBL Contracts;

     

    (c)           the
term “Person”
shall mean any individual, corporation (including any non-profit corporation),
general partnership, limited partnership, limited liability partnership, joint
venture, estate, trust, company (including any limited liability company or
joint stock company), firm or other enterprise, association, organization,
entity or Governmental Entity;

     

    (d)           the
term “knowledge” means
actual knowledge or awareness as to a specified fact or event of a Person that
is an individual or of an executive officer or director of a Person that is a
corporation or of a Person in a similar capacity of an entity other than a
corporation; provided, however, that for the purposes of Article II, the term
“PRWT’s knowledge” or “known to PRWT” or words of similar import shall mean the
actual knowledge of Jerry L. Johnson, Harold T. Epps, Murvin Lackey, Stratton
Lee, George Burrell, John McCarey, James Dobrowolski and John Elliot, after due
inquiry. Notwithstanding anything to the contrary set forth herein, such persons
are named and/or identified solely for purposes of defining the “knowledge” of
PRWT, and none of such persons shall have any liability on an individual basis
with respect to the purchase and sale contemplated hereby, or in connection with
this Agreement;

     

    (e)           the
term “Lien”
means any mortgage, pledge, security interest, encumbrance, lien, restriction or
charge of any kind (including, without limitation, any conditional sale or other
title retention agreement or lease in the nature thereof, any sale with recourse
against the seller or any Affiliate of the seller, or any agreement to give any
security interest);

     

    (f)           the
term “Affiliate” means, as
applied to any Person, any other Person directly or indirectly controlling,
controlled by or under direct or indirect common control with, such
Person.  For purposes of this definition, “control” (including with
correlative meanings, the terms “controlling,” “controlled by” and “under common
control with”), as applied to any Person, means the possession, directly or
indirectly, of the power to direct or cause the direction of the management and
policies of such Person, whether through the ownership of voting securities, by
contract or otherwise; and

     

    
      
        
        

      

      
        67

        
          

        

      

      
        
        

      

    

     

    (g)           the
term “Governmental
Entity” shall mean any United States federal or state court,
administrative agency, commission, governmental or regulatory authority or
similar body.

     

    10.3         Counterparts; Electronic
Delivery.  This Agreement and each other document executed in
connection with the transactions contemplated hereby, and the consummation
thereof, may be executed in one or more counterparts, all of which shall be
considered one and the same document and shall become effective when one or more
counterparts have been signed by each of the parties and delivered to the other
party, it being understood that all parties need not sign the same
counterpart.  Delivery by facsimile or electronic transmission to
counsel for the other party of a counterpart executed by a party shall be deemed
to meet the requirements of the previous sentence.

     

    10.4         Entire Agreement; Third
Party Beneficiaries.  This Agreement and the documents and
instruments and other agreements among the parties hereto as contemplated by or
referred to herein, including the Exhibits and Schedules hereto (a) constitute
the entire agreement among the parties with respect to the subject matter hereof
and supersede all prior agreements and understandings, both written and oral,
among the parties with respect to the subject matter hereof, it being understood
that the letter of intent between KBL and PRWT executed on or about February 12,
2009 is hereby terminated in its entirety and shall be of no further force and
effect (except to the extent expressly stated to survive the execution of this
Agreement and the consummation of the transactions contemplated hereby); and (b)
are not intended to confer upon any other person any rights or remedies
hereunder (except as specifically provided in this Agreement).

     

    10.5         Severability.  In
the event that any provision of this Agreement, or the application thereof,
becomes or is declared by a court of competent jurisdiction to be illegal, void
or unenforceable, the remainder of this Agreement will continue in full force
and effect and the application of such provision to other persons or
circumstances will be interpreted so as reasonably to effect the intent of the
parties hereto.  The parties further agree to replace such void or
unenforceable provision of this Agreement with a valid and enforceable provision
that will achieve, to the extent possible, the economic, business and other
purposes of such void or unenforceable provision.

     

    10.6         Other Remedies; Specific
Performance.  Except as otherwise provided herein, any and all
remedies herein expressly conferred upon a party will be deemed cumulative with
and not exclusive of any other remedy conferred hereby, or by law or equity upon
such party, and the exercise by a party of any one remedy will not preclude the
exercise of any other remedy.  The parties hereto agree that
irreparable damage would occur in the event that any of the provisions of this
Agreement were not performed in accordance with their specific terms or were
otherwise breached.  It is accordingly agreed that the parties shall
be entitled to seek an injunction or injunctions to prevent breaches of this
Agreement and to enforce specifically the terms and provisions hereof in any
court of the United States or any state having jurisdiction, this being in
addition to any other remedy to which they are entitled at law or in
equity.

     

    
      
        
        

      

      
        68

        
          

        

      

      
        
        

      

    

     

    10.7         Governing
Law.  This Agreement shall be governed by and construed in
accordance with the internal law of the State of Delaware regardless of the law
that might otherwise govern under applicable principles of conflicts of law
thereof.

     

    10.8         Arbitration.  Any
disputes or claims arising under or in connection with this Agreement or the
transactions contemplated hereunder shall be resolved by binding
arbitration.  Notice of a demand to arbitrate a dispute by either
party shall be given in writing to the other at their last known
address.  Arbitration shall be commenced by the filing by a party of
an arbitration demand with the American Arbitration Association (“AAA”).  The
arbitration and resolution of the dispute shall be resolved by a single
arbitrator appointed by the AAA pursuant to AAA rules.  The
arbitration shall in all respects be governed and conducted by applicable AAA
rules, and any award and/or decision shall be conclusive and binding on the
parties.  The arbitration shall be conducted in Wilmington,
Delaware.  The arbitrator shall supply a written opinion supporting
any award, and judgment may be entered on the award in any court of competent
jurisdiction.  Each party shall pay its own fees and expenses for the
arbitration, except that any costs and charges imposed by the AAA and any fees
of the arbitrator for his services shall be assessed against the losing party by
the arbitrator.  In the event that preliminary or permanent injunctive
relief is necessary or desirable in order to prevent a party from acting
contrary to this Agreement or to prevent irreparable harm prior to a
confirmation of an arbitration award, then either party is authorized and
entitled to commence a lawsuit solely to obtain equitable relief against the
other pending the completion of the arbitration in a court having jurisdiction
over the parties.  Each party hereby consents to the exclusive
jurisdiction of the federal and state courts located in the State of Delaware,
New Castle County, for such purpose.

     

    10.9         Rules of
Construction.  The parties hereto agree that they have been
represented by counsel during the negotiation and execution of this Agreement
and, therefore, waive the application of any law, regulation, holding or rule of
construction providing that ambiguities in an agreement or other document will
be construed against the party drafting such agreement or document.

     

    10.10       Assignment.  No
party may assign either this Agreement or any of its rights, interests, or
obligations hereunder without the prior written approval of the other
parties.  Subject to the first sentence of this Section 10.10, this
Agreement shall be binding upon and shall inure to the benefit of the parties
hereto and their respective successors and permitted assigns.

     

    10.11      Amendment.  This
Agreement may be amended by the parties hereto at any time by execution of an
instrument in writing signed on behalf of each of the parties.

     

    10.12      Extension;
Waiver.  At any time prior to the Closing, any party hereto
may, to the extent legally allowed, (i) extend the time for the performance of
any of the obligations or other acts of the other parties hereto, (ii) waive any
inaccuracies in the representations and warranties made to such party contained
herein or in any document delivered pursuant hereto and (iii) waive compliance
with any of the agreements or conditions for the benefit of such party contained
herein.  Any agreement on the part of a party hereto to any such
extension or waiver shall be valid only if set forth in an instrument in writing
signed on behalf of such party.  Delay in exercising any right under
this Agreement shall not constitute a waiver of such right.

     

    
      
        
        

      

      
        69

        
          

        

      

      
        
        

      

    

     

    10.13       Currency.  All references to
currency amounts in this Agreement shall mean United States
dollars.

     

    10.14       Schedules.  The
information furnished in the Schedules is arranged in sections corresponding to
the Sections of this Agreement, and the disclosures in any section of the
Schedules shall qualify (a) the corresponding Section of this Agreement and (b)
other Sections of this Agreement to the extent (notwithstanding the absence of a
specific cross-reference), that it is clear from a reasonable reading of the
Schedules and such other Sections of this Agreement that such disclosure is also
applicable to such other Sections of this Agreement.  The Schedules
and the information and disclosures contained in such Schedules are intended
only to qualify and limit the representations and warranties of the parties
contained in this Agreement and shall not be deemed to expand in any way the
scope of any such representation or warranty.  The inclusion of any
information in the Schedules shall not be deemed to be an admission or
acknowledgment that such information is material or outside the ordinary course
of business.  The inclusion of any fact or information in a Schedule
is not intended to be construed as an admission or concession as to the legal
effect of any such fact or information in any proceeding between any party and
any Person who is not a party.


    
      
         


      

      
        70

        
          

        

      

      
         


      

    

     

    
      IN
WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as
of the date first written above.

       

      
        
          	 	KBL HEALTHCARE
      ACQUISITION CORP. III	 
	 	 	 	 
	
                   

                	
                  By:
      

                	/s/ Marlene
      Krauss, M.D.	 
	 	 	
                  Name: Marlene
      Krauss, M.D.

                  Title:   Chief
      Executive Officer

                	 
	 	 	 	 
	 	 	 	 


        

      

      
        
          	 	PRWT MERGER SUB,
      INC.	 
	 	 	 	 
	 	
                  By:
      

                	/s/ Willie
      F. Johnson	 
	 	 	
                  Name:  Willie
      F. Johnson

                  Title:    
      Chairman

                	 
	 	 	 	 
	 	 	 	 


        

      

      
        
          
            
              
                
                  	 	PRWT SERVICES,
      INC.	 
	 	 	 	 
	 	
                          By:
      

                        	/s/ Willie
      F. Johnson	 
	 	 	
                          Name:  Willie
      F. Johnson

                          Title:    
      Chairman

                        	 
	 	 	 	 
	 	 	 	 
	 	EACH
      STOCKHOLDER HAS EXECUTED THE FOLLOWING SIGNATURE PAGE	 


                

              

            

          

        
                                                                

      
      

                                                                  

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    
      


      By his,
her or its execution of this Agreement, the following Stockholder, in his, her
or its capacity as a stockholder of PRWT, hereby approves and adopts this
Agreement and authorizes PRWT, its directors and officers to take all actions
necessary for the consummation of the Merger and the other transactions
contemplated hereby pursuant to the terms of this Agreement and its
exhibits.  Such execution shall be deemed to be action taken by the
written consent of such Stockholder for purposes of Section 1766 of the
PBCL.


       

      


      
        
          
            	
                    /s/ Willie F. Johnson

                  
	
                    Signature

                  
	 
      
	
                    Name: Willie
      F. Johnson

                  


             

            
              	
                      Address:
      _________________________

                    
	________________________________
	________________________________


            

          

        

      

      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      


      By his,
her or its execution of this Agreement, the following Stockholder, in his, her
or its capacity as a stockholder of PRWT, hereby approves and adopts this
Agreement and authorizes PRWT, its directors and officers to take all actions
necessary for the consummation of the Merger and the other transactions
contemplated hereby pursuant to the terms of this Agreement and its
exhibits.  Such execution shall be deemed to be action taken by the
written consent of such Stockholder for purposes of Section 1766 of the
PBCL.


      


      
        
          
            
              
                
                  
                    	
                            /s/ Roberta Alford

                          
	
                            Signature

                          
	 
      
	
                            Name: Roberta
Alford

                          


                  

                   

                  
                    	
                            Address:
      _________________________

                          
	________________________________
	________________________________


                  

                  


                  
                    
                      
                      

                    

                    
                      
                      

                      
                        

                      

                    

                    
                      
                      

                    

                  

                

              

            

          

        

      

      By his,
her or its execution of this Agreement, the following Stockholder, in his, her
or its capacity as a stockholder of PRWT, hereby approves and adopts this
Agreement and authorizes PRWT, its directors and officers to take all actions
necessary for the consummation of the Merger and the other transactions
contemplated hereby pursuant to the terms of this Agreement and its
exhibits.  Such execution shall be deemed to be action taken by the
written consent of such Stockholder for purposes of Section 1766 of the
PBCL.


      


      
        
          
            
              
                
                  
                    	
                            /s/ Rosalie M. Braverman

                          
	
                            Signature

                          
	 
      
	
                            Name: Rosalie
      M.
Braverman

                          


                  

                

              

            

          

        

      

       

      
        	
                Address:
      _________________________

              
	________________________________
	________________________________


      

      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      By his,
her or its execution of this Agreement, the following Stockholder, in his, her
or its capacity as a stockholder of PRWT, hereby approves and adopts this
Agreement and authorizes PRWT, its directors and officers to take all actions
necessary for the consummation of the Merger and the other transactions
contemplated hereby pursuant to the terms of this Agreement and its
exhibits.  Such execution shall be deemed to be action taken by the
written consent of such Stockholder for purposes of Section 1766 of the
PBCL.


      
        
          
            
              
                 

                
                  	
                          /s/ George R. Burrell

                        
	
                          Signature

                        
	 
      
	
                          Name: George
      R. Burrell

                        
	 
      


                

              

            

          

        

      

      
        
          	
                  Address:
      _________________________

                
	________________________________
	________________________________


        

        



        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

      

      


      By his,
her or its execution of this Agreement, the following Stockholder, in his, her
or its capacity as a stockholder of PRWT, hereby approves and adopts this
Agreement and authorizes PRWT, its directors and officers to take all actions
necessary for the consummation of the Merger and the other transactions
contemplated hereby pursuant to the terms of this Agreement and its
exhibits.  Such execution shall be deemed to be action taken by the
written consent of such Stockholder for purposes of Section 1766 of the
PBCL.


      


      
        
          
            
              
                
                  	
                          /s/ Althea Caruth

                        
	
                          Signature

                        
	 
      
	
                          Name: Althea
      Caruth

                        
	 
      


                

              

            

          

        

      

      
        
          	
                  Address:
      _________________________

                
	________________________________
	________________________________


        

        



        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

      

      


      By his,
her or its execution of this Agreement, the following Stockholder, in his, her
or its capacity as a stockholder of PRWT, hereby approves and adopts this
Agreement and authorizes PRWT, its directors and officers to take all actions
necessary for the consummation of the Merger and the other transactions
contemplated hereby pursuant to the terms of this Agreement and its
exhibits.  Such execution shall be deemed to be action taken by the
written consent of such Stockholder for purposes of Section 1766 of the
PBCL.

       

      
        
          
            
              
                
                  	
                          /s/ John Elliot

                        
	
                          Signature

                        
	 
      
	
                          Name: John Elliot

                        
	 
      


                

              

            

          

        

      

      
        
          	
                  Address:
      _________________________

                
	________________________________
	________________________________


        

        



        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

      

      


      By his,
her or its execution of this Agreement, the following Stockholder, in his, her
or its capacity as a stockholder of PRWT, hereby approves and adopts this
Agreement and authorizes PRWT, its directors and officers to take all actions
necessary for the consummation of the Merger and the other transactions
contemplated hereby pursuant to the terms of this Agreement and its
exhibits.  Such execution shall be deemed to be action taken by the
written consent of such Stockholder for purposes of Section 1766 of the
PBCL.


      


      
        
          
            
              
                
                  
                    	
                            /s/ Harold T. Epps

                          
	
                            Signature

                          
	 
      
	
                            Name: Harold T.
Epps

                          


                  

                

              

            

          

        

      

      
         

        
          	
                  Address:
      _________________________

                
	________________________________
	________________________________


        

        



        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

      

      


      By his,
her or its execution of this Agreement, the following Stockholder, in his, her
or its capacity as a stockholder of PRWT, hereby approves and adopts this
Agreement and authorizes PRWT, its directors and officers to take all actions
necessary for the consummation of the Merger and the other transactions
contemplated hereby pursuant to the terms of this Agreement and its
exhibits.  Such execution shall be deemed to be action taken by the
written consent of such Stockholder for purposes of Section 1766 of the
PBCL.


      


      
        
          
            
              
                
                  
                    	
                            /s/ Lee Feldman

                          
	
                            Signature

                          
	 
      
	
                            Name: Lee
      Feldman

                          


                  

                

              

            

          

        

      

      
         

        
          	
                  Address:
      _________________________

                
	________________________________
	________________________________


        

        



        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

      

      


      By his,
her or its execution of this Agreement, the following Stockholder, in his, her
or its capacity as a stockholder of PRWT, hereby approves and adopts this
Agreement and authorizes PRWT, its directors and officers to take all actions
necessary for the consummation of the Merger and the other transactions
contemplated hereby pursuant to the terms of this Agreement and its
exhibits.  Such execution shall be deemed to be action taken by the
written consent of such Stockholder for purposes of Section 1766 of the
PBCL.


      


      
        
          
            
              
                
                  
                    	
                            /s/ Jerry L. Johnson

                          
	
                            Signature

                          
	 
      
	
                            Name: Jerry L.
      Johnson

                          


                  

                

              

            

          

        

      

      
         

        
          	
                  Address:
      _________________________

                
	________________________________
	________________________________


        

        



        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

      

      


      By his,
her or its execution of this Agreement, the following Stockholder, in his, her
or its capacity as a stockholder of PRWT, hereby approves and adopts this
Agreement and authorizes PRWT, its directors and officers to take all actions
necessary for the consummation of the Merger and the other transactions
contemplated hereby pursuant to the terms of this Agreement and its
exhibits.  Such execution shall be deemed to be action taken by the
written consent of such Stockholder for purposes of Section 1766 of the
PBCL.
 

      
        
          
            
              
                
                  	
                          /s/ Sherri L. Kyle-Jones

                        
	
                          Signature

                        
	 
      
	
                          Name: Sherri
      L. Kyle-Jones

                        
	 
      


                

                 

                
                  	
                          Address:
      _________________________

                        
	________________________________
	________________________________


                

                


                
                  
                    
                    

                  

                  
                    
                    

                    
                      

                    

                  

                  
                    
                    

                  

                

              

            

          

        

      

      


      


      By his,
her or its execution of this Agreement, the following Stockholder, in his, her
or its capacity as a stockholder of PRWT, hereby approves and adopts this
Agreement and authorizes PRWT, its directors and officers to take all actions
necessary for the consummation of the Merger and the other transactions
contemplated hereby pursuant to the terms of this Agreement and its
exhibits.  Such execution shall be deemed to be action taken by the
written consent of such Stockholder for purposes of Section 1766 of the
PBCL.


      


      
        
          
            
              
                
                  	
                          /s/ Murvin Lackey

                        
	
                          Signature

                        
	 
      
	
                          Name: Murvin
      Lackey

                        
	 
      


                

              

            

          

        

      

      
         

        
          	
                  Address:
      _________________________

                
	________________________________
	________________________________


        

        



        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

      

      


      By his,
her or its execution of this Agreement, the following Stockholder, in his, her
or its capacity as a stockholder of PRWT, hereby approves and adopts this
Agreement and authorizes PRWT, its directors and officers to take all actions
necessary for the consummation of the Merger and the other transactions
contemplated hereby pursuant to the terms of this Agreement and its
exhibits.  Such execution shall be deemed to be action taken by the
written consent of such Stockholder for purposes of Section 1766 of the
PBCL.


      


      
        
          
            
              
                
                  	
                          /s/ Stratton C. Lee, Jr.

                        
	
                          Signature

                        
	 
      
	
                          Name: Stratton
      C. Lee, Jr.

                        
	 
      


                

              

            

          

        

      

       

      
        	
                Address:
      _________________________

              
	________________________________
	________________________________


      

      


      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      


      By his,
her or its execution of this Agreement, the following Stockholder, in his, her
or its capacity as a stockholder of PRWT, hereby approves and adopts this
Agreement and authorizes PRWT, its directors and officers to take all actions
necessary for the consummation of the Merger and the other transactions
contemplated hereby pursuant to the terms of this Agreement and its
exhibits.  Such execution shall be deemed to be action taken by the
written consent of such Stockholder for purposes of Section 1766 of the
PBCL.


      


      
        
          
            
              
                
                  	
                          /s/ Thomas A. Leonard

                        
	
                          Signature

                        
	 
      
	
                          Name: Thomas
      A. Leonard

                        
	 
      


                

                 

                
                  	
                          Address:
      _________________________

                        
	________________________________
	________________________________


                

                


                
                  
                    
                    

                  

                  
                    
                    

                    
                      

                    

                  

                  
                    
                    

                  

                

              

            

          

        

      

      


      


      By his,
her or its execution of this Agreement, the following Stockholder, in his, her
or its capacity as a stockholder of PRWT, hereby approves and adopts this
Agreement and authorizes PRWT, its directors and officers to take all actions
necessary for the consummation of the Merger and the other transactions
contemplated hereby pursuant to the terms of this Agreement and its
exhibits.  Such execution shall be deemed to be action taken by the
written consent of such Stockholder for purposes of Section 1766 of the
PBCL.


      


      
        
          
            
              
                
                  	
                          /s/ Malik Majeed

                        
	
                          Signature

                        
	 
      
	
                          Name: Malik
      Majeed

                        
	 
      


                

              

            

          

        

      

      
         

        
          	
                  Address:
      _________________________

                
	________________________________
	________________________________


        

        



        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

      

      


      By his,
her or its execution of this Agreement, the following Stockholder, in his, her
or its capacity as a stockholder of PRWT, hereby approves and adopts this
Agreement and authorizes PRWT, its directors and officers to take all actions
necessary for the consummation of the Merger and the other transactions
contemplated hereby pursuant to the terms of this Agreement and its
exhibits.  Such execution shall be deemed to be action taken by the
written consent of such Stockholder for purposes of Section 1766 of the
PBCL.


      


      
        
          
            
              
                
                  	
                          /s/ Kathleen G. Martin

                        
	
                          Signature

                        
	 
      
	
                          Name: Kathleen
      G. Martin

                        
	 
      


                

                 

                
                  	
                          Address:
      _________________________

                        
	________________________________
	________________________________


                

                


                
                  
                    
                    

                  

                  
                    
                    

                    
                      

                    

                  

                  
                    
                    

                  

                

              

            

          

        

      

      


      


      By his,
her or its execution of this Agreement, the following Stockholder, in his, her
or its capacity as a stockholder of PRWT, hereby approves and adopts this
Agreement and authorizes PRWT, its directors and officers to take all actions
necessary for the consummation of the Merger and the other transactions
contemplated hereby pursuant to the terms of this Agreement and its
exhibits.  Such execution shall be deemed to be action taken by the
written consent of such Stockholder for purposes of Section 1766 of the
PBCL.


      


      
        
          
            
              
                
                  	
                          /s/ John J. McCarey

                        
	
                          Signature

                        
	 
      
	
                          Name: John J.
      McCarey

                        
	 
      


                

              

            

          

        

      

      
        
          	
                  Address:
      _________________________

                
	________________________________
	________________________________


        

        



        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

      

      By his,
her or its execution of this Agreement, the following Stockholder, in his, her
or its capacity as a stockholder of PRWT, hereby approves and adopts this
Agreement and authorizes PRWT, its directors and officers to take all actions
necessary for the consummation of the Merger and the other transactions
contemplated hereby pursuant to the terms of this Agreement and its
exhibits.  Such execution shall be deemed to be action taken by the
written consent of such Stockholder for purposes of Section 1766 of the
PBCL.


      


      
        
          
            
              
                
                  
                    	
                            /s/ Sheldon Myers

                          
	
                            Signature

                          
	 
      
	
                            Name: Sheldon
      Myers

                          


                  

                

              

            

          

        

      

      
         

        
          	
                  Address:
      _________________________

                
	________________________________
	________________________________


        

        



        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

      

      


      By his,
her or its execution of this Agreement, the following Stockholder, in his, her
or its capacity as a stockholder of PRWT, hereby approves and adopts this
Agreement and authorizes PRWT, its directors and officers to take all actions
necessary for the consummation of the Merger and the other transactions
contemplated hereby pursuant to the terms of this Agreement and its
exhibits.  Such execution shall be deemed to be action taken by the
written consent of such Stockholder for purposes of Section 1766 of the
PBCL.


      
        
          
            
              
                 

                
                  	
                          /s/ Justin D. Noll

                        
	
                          Signature

                        
	 
      
	
                          Name: Justin
      D. Noll

                        
	 
      


                

              

            

          

        

      

      
        
          	
                  Address:
      _________________________

                
	________________________________
	________________________________


        

        



        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

      

      


      By his,
her or its execution of this Agreement, the following Stockholder, in his, her
or its capacity as a stockholder of PRWT, hereby approves and adopts this
Agreement and authorizes PRWT, its directors and officers to take all actions
necessary for the consummation of the Merger and the other transactions
contemplated hereby pursuant to the terms of this Agreement and its
exhibits.  Such execution shall be deemed to be action taken by the
written consent of such Stockholder for purposes of Section 1766 of the
PBCL.


      


      
        
          
            
              
                
                  
                    
                      
                        	
                                /s/ Jeffrey C. Pikulik

                              
	
                                Signature

                              
	 
      
	
                                Name: Jeffrey
      C. Pikulik

                              
	 
      


                      

                    

                  

                

              

            

          

        

      

       

      
        	
                Address:
      _________________________

              
	________________________________
	________________________________


      

      


      


      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      By his,
her or its execution of this Agreement, the following Stockholder, in his, her
or its capacity as a stockholder of PRWT, hereby approves and adopts this
Agreement and authorizes PRWT, its directors and officers to take all actions
necessary for the consummation of the Merger and the other transactions
contemplated hereby pursuant to the terms of this Agreement and its
exhibits.  Such execution shall be deemed to be action taken by the
written consent of such Stockholder for purposes of Section 1766 of the
PBCL.
 

      
        
          
            
              
                
                  	
                          /s/ Chester A. Riddick,
  Jr.

                        
	
                          Signature

                        
	 
      
	
                          Name: Chester
      A. Riddick, Jr

                        
	 
      


                

                 

                
                  	
                          Address:
      _________________________

                        
	________________________________
	________________________________


                

                 

              

            

          

        

      

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      


      By his,
her or its execution of this Agreement, the following Stockholder, in his, her
or its capacity as a stockholder of PRWT, hereby approves and adopts this
Agreement and authorizes PRWT, its directors and officers to take all actions
necessary for the consummation of the Merger and the other transactions
contemplated hereby pursuant to the terms of this Agreement and its
exhibits.  Such execution shall be deemed to be action taken by the
written consent of such Stockholder for purposes of Section 1766 of the
PBCL.


      


      
        
          
            
              
                
                  	
                          /s/ Alton Shaw

                        
	
                          Signature

                        
	 
      
	
                          Name: Alton
      Shaw

                        
	 
      


                

                 

                
                  	
                          Address:
      _________________________

                        
	________________________________
	________________________________


                

                


                
                  
                    
                    

                  

                  
                    
                    

                    
                      

                    

                  

                  
                    
                    

                  

                

              

            

          

        

      

      


      


      By his,
her or its execution of this Agreement, the following Stockholder, in his, her
or its capacity as a stockholder of PRWT, hereby approves and adopts this
Agreement and authorizes PRWT, its directors and officers to take all actions
necessary for the consummation of the Merger and the other transactions
contemplated hereby pursuant to the terms of this Agreement and its
exhibits.  Such execution shall be deemed to be action taken by the
written consent of such Stockholder for purposes of Section 1766 of the
PBCL.


      


      
        
          
            
              
                
                  	
                          /s/ Kirby Smith

                        
	
                          Signature

                        
	 
      
	
                          Name: Kirby
      Smith

                        
	 
      


                

              

            

          

        

      

       

      
        	
                Address:
      _________________________

              
	________________________________
	________________________________


      

      


      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      


      By his,
her or its execution of this Agreement, the following Stockholder, in his, her
or its capacity as a stockholder of PRWT, hereby approves and adopts this
Agreement and authorizes PRWT, its directors and officers to take all actions
necessary for the consummation of the Merger and the other transactions
contemplated hereby pursuant to the terms of this Agreement and its
exhibits.  Such execution shall be deemed to be action taken by the
written consent of such Stockholder for purposes of Section 1766 of the
PBCL.


      


      
        
          
            
              
                
                  	
                          /s/ William Turner

                        
	
                          Signature

                        
	 
      
	
                          Name: William
      Turner

                        
	 
      


                

              

            

          

        

      

      
         

        
          	
                  Address:
      _________________________

                
	________________________________
	________________________________


        

        



        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

      

      


      By his,
her or its execution of this Agreement, the following Stockholder, in his, her
or its capacity as a stockholder of PRWT, hereby approves and adopts this
Agreement and authorizes PRWT, its directors and officers to take all actions
necessary for the consummation of the Merger and the other transactions
contemplated hereby pursuant to the terms of this Agreement and its
exhibits.  Such execution shall be deemed to be action taken by the
written consent of such Stockholder for purposes of Section 1766 of the
PBCL.


      


      
        
          
            
              
                
                  	
                          /s/ Fletcher H. Wiley

                        
	
                          Signature

                        
	 
      
	
                          Name: Fletcher
      H. Wiley

                        
	 
      


                

                 

                
                  	
                          Address:
      _________________________

                        
	________________________________
	________________________________


                

              

            

          

        

      

    

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    LIST
OF OMITTED EXHIBITS AND SCHEDULES

    


    
      
        
          
            
              	
                      Exhibits

                    	 
      
	 
      	 
      
	
                      Exhibit
      A    -

                    	
                      Articles
      of Incorporation of Merger Sub

                    
	
                      Exhibit
      B    -

                    	
                      Bylaws
      of Merger Sub

                    
	 
      	 
      
	
                      Schedules

                    	 
      
	 
      	 
      
	
                      Schedule
      1.6

                    	
                      Stockholder
      Shares

                    
	
                      Schedule
      1.10

                    	
                      Escrow
      Shares Allocation

                    
	
                      Schedule
      1.13(b)(iv)

                    	
                      Liens

                    
	
                      Schedule
      1.17

                    	
                      Release
      Payment

                    
	
                      Schedule
      2

                    	
                      PRWT
      Schedule

                    
	
                      Schedule
      3

                    	
                      KBL
      Schedule

                    
	
                      Schedule
      4.1

                    	
                      Disclosure
      Schedule Changes

                    
	
                      Schedule
      4.2(d)

                    	
                      KBL
      Stockholders

                    
	
                      Schedule
      5.2

                    	
                      Directors
      and Officers of Surviving Pubco

                    
	
                      Schedule
      5.9

                    	
                      Sale
      Restrictions

                    
	
                      Schedule 6.2(i)

                    	
                      KBL
      Resignations

                    


            

          

        

      

    

    
      	
               
      

            	
            


    

    Schedule
2

    


    
      
        
          	
                  Schedule
      2.1

                	
                  Organization
      and Qualification

                
	
                  Schedule
      2.2

                	
                  Subsidiaries

                
	
                  Schedule
      2.3

                	
                  Capitalization

                
	
                  Schedule
      2.4

                	
                  Authority

                
	
                  Schedule
      2.5

                	
                  Required
      Consents

                
	
                  Schedule
      2.6

                	
                  Compliance

                
	
                  Schedule
      2.8

                	
                  Undisclosed
      Liabilities

                
	
                  Schedule
      2.9

                	
                  Absence
      of Certain Changes or Events

                
	
                  Schedule
      2.10

                	
                  Litigation

                
	
                  Schedule
      2.11

                	
                  Employee
      Benefit Plans

                
	
                  Schedule
      2.12

                	
                  Labor
      Matters

                
	
                  Schedule
      2.13

                	
                  Restrictions
      on Business Activities

                
	
                  Schedule
      2.14

                	
                  Title
      to Property

                
	
                  Schedule
      2.15

                	
                  Taxes

                
	
                  Schedule
      2.16(a)(i)

                	
                  Environmental
      Matters

                
	
                  Schedule
      2.16(A)(ii)

                	
                  Hazardous
      Substance Contamination at Currently Operated
Properties

                
	
                  Schedule
      2.16(A)(iv)

                	
                  Third
      Party or Public Property Environmental Matters

                
	
                  Schedule
      2.16(A)(v)

                	
                  Written
      Notice of Violations or Liability under Environmental
  Law

                
	
                  Schedule
      2.16(A)(vi)

                	
                  Orders/Agreements/Indemnities
      Relating to Liability under Environmental Law

                
	
                  Schedule
      2.16(f)

                	
                  Environmental
      Matters

                
	
                  Schedule
      2.17

                	
                  Brokers;
      Third Party Expenses

                
	
                  Schedule
      2.18

                	
                  Intellectual
      Property

                
	
                  Schedule
      2.19

                	
                  Agreements,
      Contracts and Commitments

                
	
                  Schedule
      2.20

                	
                  Insurance

                
	
                  Schedule
      2.21

                	
                  Governmental
      Actions/Filings

                
	
                  Schedule
      2.22

                	
                  Interested
      Party Transactions

                
	
                  Schedule
      2.24

                	
                  Minority
      Owned Business
Certification

                


        

      

    

    


    Schedule
3

    


    
      
        	
                Schedule
      3.1

              	
                Authorization
      to do business

              
	
                Schedule
      3.3(b) and 3.3(d)

              	
                Capitalization

              
	
                Schedule
      3.3(e)

              	
                Registration
      Rights

              
	
                Schedule
      3.7(b)

              	
                SEC
      Filings and Financials

              
	
                Schedule
      3.14

              	
                Property

              
	
                Schedule
      3.15

              	
                Taxes

              
	
                Schedule
      3.19

              	
                KBL
      Contracts

              
	
                Schedule
      3.22

              	
                Indebtedness

              
	
                Schedule
      3.23

              	
                NYSE
      Amex

              
	
                Schedule
      3.26

              	
                Governmental
      Filings