FORM
FORM
Dated as
of April __, 2009
Amendment No. 1 to Agreement
and Plan of Reorganization, dated as of March 13, 2009, by and among KBL
Healthcare Acquisition Corp. III (“KBL”), PRWT Services, Inc. (“PRWT”), PRWT
Merger Sub, Inc. and all of the Stockholders of PRWT (the “Merger
Agreement”)
Reference
is hereby made to the Merger Agreement. Capitalized terms used herein
but not otherwise defined have the respective meanings given to such terms in
the Merger Agreement. The Merger Agreement is hereby modified and
amended as follows:
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1.
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Notwithstanding
anything to the contrary contained in the Merger Agreement, it is hereby
acknowledged and agreed that (a) KBL, and not the Merger Sub, shall be the
surviving corporation in the Merger, (b) the articles of incorporation and
bylaws of KBL shall be the articles and bylaws of such surviving
corporation and, (c) as soon as practicable following consummation of the
Merger, such surviving corporation shall be merged into New Pubco by means
of a merger in accordance with the PBCL. Accordingly, all
sections of the Merger Agreement, including but not limited to Sections
1.1 and 1.4 are hereby deemed modified solely to give effect to the
foregoing.
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2.
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Notwithstanding
anything in Section 6.3(j) of the Merger Agreement to the contrary, KBL
hereby acknowledges and agrees that following Closing, Xxxxxx X. Xxxxxxx,
Xxxxx Xxxxxxxxx and Xxxxxx Argesto shall be permitted to continue to own
their direct interest in US Facilities, Inc. KBL hereby
acknowledges and agrees that notwithstanding the terms of Section 6.3(j)
of the Merger Agreement, such ownership in US Facilities, Inc. by Messrs.
Xxxxxxx, Xxxxxxxxxxx and Argesto shall not constitute a failure to satisfy
the condition set forth in Section 6.3(j) of the Merger
Agreement. Nothing herein shall be deemed a waiver of the
requirements of Section 6.3(l) of the Merger
Agreement.
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3.
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Section
1.7(a) is restated in its entirety as
follows:
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“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 Xxxxxxxx-Xxxxx 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, and amounts, if any,
paid by PRWT, for the purchase by it of KBL warrants or KBL common stock made or
made pursuant to agreements executed, prior to the consummation of the Merger
(and the reasonable expenses incurred by PRWT in connection with such securities
purchases, if any). 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.”
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4.
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The
second sentence of Section 5.1(a) is hereby restated as
follows:
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“The
Pubco Plan shall provide that an aggregate of no less than 2,300,000 shares of
PRWT Common Stock shall be reserved for issuance pursuant to the Pubco
Plan.”
Further,
all references in the Agreement to the Pubco Plan citing 2,500,000 shares shall
be deemed to mean 2,300,000 shares.
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5.
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Section
6.3(m) is hereby added to Article VI as
follows:
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“No
Other Stockholder Rights Agreements. Any and all stockholder
agreements or investor rights agreements or similar agreements or
arrangements relating to PRWT, if any, shall have been terminated prior to
consummation of the Merger.
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6.
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This
Amendment shall be deemed part of the Merger Agreement and the Merger
Agreement shall continue in full force and effect as modified
hereby.
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IN
WITNESS WHEREOF, the parties hereto have caused this Amendment No. 1 to be
executed as of the date first written above.
| KBL HEALTHCARE ACQUISITION CORP. III | |||
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By:
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| PRWT MERGER SUB, INC. | |||
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By:
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| PRWT SERVICES, INC. | |||
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By:
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| EACH STOCKHOLDER HAS EXECUTED THE FOLLOWING SIGNATURE PAGE | |||
By his,
her or its execution of this Amendment No. 1, the following Stockholder, in his,
her or its capacity as a stockholder of PRWT, hereby approves and adopts this
Amendment No. 1 and authorizes PRWT, its directors and officers to take all
actions necessary for the consummation of the Merger and the other transactions
contemplated hereby pursuant to the terms of this Amendment No.
1. Such execution shall be deemed to be action taken by the written
consent of such Stockholder for purposes of Section 1766 of the
PBCL.
| Signature | |
| Name: | Each Stockholder of PRWT |
| Address: | |
