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 ”).

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):

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.

(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.

(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.

(c)           From the date hereof through the Closing Date, on or before the 5 ^th 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.

(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.

(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 30 ^th 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 30 ^th 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.

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.

(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.

(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.

(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.

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;

(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.

(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).  

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.

(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.

(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.

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.

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.

(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.

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.

(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.

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.

(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.

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.

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.

(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;

(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.

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).

2.23            Board and Stockholder Approval .  The board of directors of PRWT (including any required committee or subgroup thereof) has, as of the