LOCK-UP AGREEMENT
Exhibit
10.2
March 13,
2009
PRWT
Services, Inc.
0000
Xxxxxx Xxxxxx
0xx
xxxxx
Xxxxxxxxxxxx,
Xxxxxxxxxxxx 00000
Re:
Securities Issued in Business Combination with KBL
Ladies
and Gentlemen:
In
connection with the Agreement and Plan of Reorganization, dated as of March 13,
2009, by and among KBL Healthcare Acquisition Corp. III (“Parent”), PRWT
Services, Inc. (“PRWT”), PRWT Merger Sub, Inc., and all of the stockholders of
PRWT (the “Merger Agreement”), to induce Parent to enter into the Merger
Agreement and consummate the Merger (as defined in the Merger Agreement), the
undersigned agrees to, neither directly nor indirectly, during the “Restricted
Period” (as hereinafter defined):
|
|
(1)
|
sell
or offer or contract to sell or offer, grant any option or warrant for the
sale of, assign, transfer, pledge, hypothecate, or otherwise encumber or
dispose of (all being referred to as a “Transfer”) any legal or beneficial
interest in any shares of stock, $.0001 par value, of PRWT (“PRWT Common
Stock”), owned by the undersigned immediately following the Merger,
including shares of PRWT Common Stock issued in the recapitalization of
PRWT contemplated by Section 1.6 of the Merger Agreement or upon any
exercise or conversion of any securities of PRWT concurrently with or
prior to the consummation of the Merger as contemplated by the Merger
Agreement (the “Restricted Securities”),
or
|
|
|
(2)
|
enter
into any swap or any other agreement or any transaction that transfers, in
whole or in part, directly or indirectly, the economic consequence of
ownership of any of the Restricted Securities, whether such swap
transaction is to be settled by delivery of any Restricted Securities or
other securities of any person, in cash or
otherwise,
|
As used
herein, “Restricted Period” means the period commencing on the Closing Date (as
defined in the Merger Agreement) and ending on December 31, 2012.
Notwithstanding the foregoing, after
the six month anniversary of the Closing Date, the undersigned may transfer,
prior to the end of the Restricted Period, that portion of the Restricted
Securities in such quantity, in such manner and to such persons which the audit
committee of the board of directors of PRWT may consent in writing, which
consent may not be unreasonably withheld, conditioned or delayed; provided that
such consent may be denied, if necessary to prevent PRWT from failing to comply
in all respects with any of its then applicable minority business
certifications.
It is
understood that the shares of PRWT Common Stock owned by the undersigned and
held in escrow pursuant to that certain Escrow Agreement (as defined in the
Merger Agreement) shall be considered part of the “Restricted Securities” and
shall, for purposes of calculating the number of Restricted Securities the
undersigned is entitled to Transfer hereunder, be entirely included in that
portion of the Restricted Securities that remain subject to the restrictions of
this Agreement.
Notwithstanding the foregoing
limitations, this Lock-Up Agreement will not prevent any Transfer of any or all
of the Restricted Securities, either during the undersigned’s lifetime or on the
undersigned’s death, by gift, will or intestate succession, or by judicial
decree, to a Permitted Transferee. A “Permitted Transferee” means any
of the undersigned’s “family members” (as defined below) or trusts, family
limited partnerships and similar entities formed primarily for the benefit of
the undersigned or the undersigned’s “family members;” provided, however, that
(1) such Permitted Transferee is a person whose receipt of the Restricted
Securities would not cause a diminution of the percentage of minority
ownership of PRWT under any of its then applicable minority business
certifications and (2) it shall be a condition to such Transfer that the
Permitted Transferee execute an agreement stating that the transferee is
receiving and holding the Restricted Securities subject to the provisions of
this Lock-Up Agreement, and other than to return the Restricted Securities to
the former ownership, there shall be no further Transfer of the Restricted
Securities except in accordance with this Lock-Up Agreement. For
purposes of this sub-paragraph, “family member” shall mean spouse, lineal
descendants, stepchildren, father, mother, brother or sister of the transferor
or of the transferor’s spouse. Also notwithstanding the foregoing limitations,
in the event the undersigned is an entity rather than an individual, this
Lock-Up Agreement will not prevent any Transfer of any or all of the Restricted
Securities to the shareholders of such entity, if it is a corporation, to the
members of such entity, if it is a limited liability company, or to the partners
in such entity, if it is a partnership; provided, however, that (1) such
Transfer shall not cause a diminution of the percentage of minority ownership of
PRWT under any of its then applicable minority business certifications and (2)
it shall be a condition to the Transfer that the transferee execute an agreement
stating that the transferee is receiving and holding the Restricted Securities
subject to the provisions of this Lock-Up Agreement, and other than to return
the Restricted Securities to the former ownership, there shall be no further
Transfer of the Restricted Securities in accordance with this Lock-Up
Agreement.
2
During
the Restricted Period, and for an additional period of 36 months thereafter, if
any holder of Restricted Securities (“Holder”) intends to Transfer all or a part
of the Restricted Securities (“Subject Shares”) to any person other than a
Permitted Transferee in a market sale, private sale or other transaction, such
Holder shall first give written notice of such intent to PRWT (the “Holder
Notice”) and PRWT shall have the option to purchase same as described
below. The Holder Notice shall be delivered to the attention of the
board of directors of PRWT and the Secretary of PRWT shall take all necessary
steps to provide each member thereof with a copy of same. The Holder
Notice shall state that the Holder intends to Transfer all or a portion of the
Subject Shares. The Holder Notice shall also indicate if the Transfer
is a general market sale at market prices that will be prevailing at the time of
ultimate sale (a “Market Sale”) or if the Transfer is in the form of a
negotiated transaction, in which case, the Notice shall further state the
purchase price and all of the other terms and conditions of the Transfer,
including the identity, if known, of the proposed person to which the Transfer
will be made, and shall be accompanied by a copy of any written documentation
materially relating to the Transfer. For a period of five
business days after receipt by PRWT of the Holder Notice, PRWT shall
have the option, exercisable by giving written notice to the Holder (“PRWT
Exercise Notice”), to purchase all of the Subject Shares at a per-share purchase
price equal to the average last sale price of a share of PRWT Common Stock as
reported for the ten consecutive trading days ending on the last trading day
immediately prior to the date of the Holder Notice by the principal exchange on
which PRWT Common Stock is then listed. The audit committee of the board of
directors of PRWT shall have the sole right to determine whether or not PRWT
shall exercise the rights provided hereunder. If the Holder or his
designee is a director of PRWT and member of the audit committee, neither he nor
his designee shall have the right to vote regarding PRWT’s decision whether or
not to purchase the Subject Shares. If PRWT elects to exercise its
rights, the closing of the purchase by PRWT of the Subject Shares shall take
place at the offices of PRWT within ten business after the PRWT Election Notice
is delivered to the Holder. If PRWT fails to timely exercise the option to
purchase the Subject Shares, the Holder shall have the right, exercisable no
later than 20 days after the Holder Notice has been delivered to PRWT, to
consummate the sale of the Subject Shares at the price and upon all (and only)
the terms contained in the Notice; provided that if the Transfer originally
described in the Holder Notice was a Market Sale, such sale may be consummated
at the then prevailing market prices. The Holder shall inform PRWT of any such
sale immediately after the consummation of such sale. If the Holder
shall not consummate the sale of the Subject Shares within such time period upon
all the terms contained in the Notice, the Subject Shares shall again be subject
in all respects to the terms, conditions and restrictions set forth in this
Agreement.
The
undersigned hereby authorizes PRWT’s transfer agent to apply to any certificates
representing Restricted Securities issued to the undersigned the appropriate
legend to reflect the existence and general terms of this Lock-up
Agreement.
This
Lock-up Agreement will be legally binding on the undersigned and on the
undersigned’s heirs, successors, executors, administrators, conservators and
permitted assigns, and is executed as an instrument governed by the law of the
Commonwealth of Pennsylvania.
[signature
page follows]
3
COUNTERPART SIGNATURE PAGE
TO THE LOCK-UP AGREEMENT
|
Signature
|
|
|
Name:
|
|
|
Address:
|
|
[SIGNATURE
PAGE TO LOCK-UP AGREEMENT]
4
