Common Stock Warrants Underwriting AgreementUnderwriting Agreement • May 24th, 2007 • KBL Healthcare Acquisition Corp III • Blank checks • New York
KBL Healthcare Acquisition Corp. III, a corporation organized under the laws of Delaware (the “Company”), proposes to sell to the several underwriters named in Schedule I hereto (the “Underwriters”), for whom you (the “Representative”) are acting as sole representative, an aggregate of 12,500,000 units of the Company (the “Units”) (said Units to be issued and sold by the Company being hereinafter called the “Underwritten Securities”). The Company also proposes to grant to the Underwriters an option to purchase up to 1,875,000 additional Units to cover over-allotments, if any (the “Option Securities”; the Option Securities, together with the Underwritten Securities, being hereinafter called the “Securities”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 16th, 2007 • KBL Healthcare Acquisition Corp III • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of the day of , 2007, by and among KBL Healthcare Acquisition Corp. III, a Delaware corporation (the “Company”) and the undersigned parties listed under Investor on the signature page hereto (each, an “Investor” and collectively, the “Investors”).
WARRANT AGREEMENTWarrant Agreement • May 24th, 2007 • KBL Healthcare Acquisition Corp III • Blank checks • New York
Agreement made as of , 2007 between KBL Healthcare Acquisition Corp. III, a Delaware corporation, with offices at 757 Third Avenue, 21st Floor, New York, New York 10017 (“Company”), and Continental Stock Transfer & Trust Company, a New York corporation, with offices at 17 Battery Place, New York, New York 10004 (“Warrant Agent”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • May 24th, 2007 • KBL Healthcare Acquisition Corp III • Blank checks • New York
This Agreement is made as of , 2007 by and between KBL Healthcare Acquisition Corp. III (the “Company”) and Continental Stock Transfer & Trust Company (“Trustee”).
STOCK ESCROW AGREEMENTStock Escrow Agreement • May 24th, 2007 • KBL Healthcare Acquisition Corp III • Blank checks • New York
STOCK ESCROW AGREEMENT, dated as of , 2007 (“Agreement”), by and among KBL HEALTHCARE ACQUISITION CORP. III, a Delaware corporation (“Company”), ZACHARY BERK, MARLENE KRAUSS, MICHAEL KASWAN, ELI BERK, EILEEN MORE, JOSEPH WILLIAMSON, SANDRA SANTOS, KENNETH ABRAMOWITZ, ROY G. GERONEMUS, ELLEN MARRAM, ERIC ROSE, MYRON WEISFELDT, TERENCE BARNETT and JAMES GARVEY (collectively “Initial Stockholders”) and CONTINENTAL STOCK TRANSFER & TRUST COMPANY, a New York corporation (“Escrow Agent”).
LOCK-UP AGREEMENTLock-Up Agreement • March 19th, 2009 • KBL Healthcare Acquisition Corp III • Blank checks
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):
AGREEMENT AND PLAN OF REORGANIZATION BY AND AMONG KBL HEALTHCARE ACQUISITION CORP. III, PRWT SERVICES, INC., PRWT MERGER SUB, INC. AND ALL OF THE STOCKHOLDERS OF PRWT SERVICES, INC. DATED AS OF MARCH 13, 2009Agreement and Plan of Reorganization • March 19th, 2009 • KBL Healthcare Acquisition Corp III • Blank checks • Delaware
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”).
KBL HEALTHCARE MANAGEMENT, INC. New York, N.Y. 10168Letter Agreement • April 30th, 2009 • KBL Healthcare Acquisition Corp III • Blank checks • New York
This letter agreement (the “General Advisory Agreement” or this “Agreement”) will confirm the arrangements, terms and conditions pursuant to which KBL Healthcare Management, Inc. (“Advisor” or “KBL”) has been retained to serve as a strategic and financial advisor to PRWT Services, Inc. (the “Company”) during the Term (as defined in Section 2 hereof). For good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the undersigned hereby agree to the following terms and conditions:
Subscription AgreementSubscription Agreement • March 16th, 2007 • KBL Healthcare Acquisition Corp III
The undersigned hereby subscribes for and agrees to purchase Warrants (“Insider Warrants”) at $1.00 per Insider Warrant, of KBL Healthcare Acquisition Corp. III (the “Corporation”) for an aggregate purchase price of $ (“Purchase Price”). The purchase and issuance of the Insider Warrants shall occur simultaneously with the consummation of the Corporation’s initial public offering of securities (“IPO”) which is being underwritten by Citigroup Global Markets Inc. (“Citigroup”). The Insider Warrants will be sold to the undersigned on a private placement basis and not part of the IPO.
