UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

 

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
(Amendment No. 1)

 

Check the appropriate box:

KBL HEALTHCARE ACQUISITION CORP. III

(Name of Registrant as Specified in Its Charter)

(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)

Payment of Filing Fee (Check the appropriate box):

Common Stock (“Common Stock”) of PRWT Services, Inc. (“PRWT”), par value $.01 per share

40,325,000 shares of Common Stock (including shares of Common Stock included in units of PRWT and shares of Common Stock issuable upon the exercise of warrants of PRWT)

$0.10 per share of Common Stock (calculated using the par value of the Common Stock because the Common Stock is not publicly traded and PRWT has an accumulated capital deficit)

$4,032,500

$225.01

$15,895.99

Registration Statement on Form S-4 (File No. 333-158692) (see Notes below)

PRWT Services, Inc. and KBL Healthcare Acquisition Corp. III (see Notes below)

April 22, 2009 (see Notes below)

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NOTE

This Amendment No. 1 to the Proxy Statement on Schedule 14A (“Proxy Statement”) has been filed by KBL Healthcare Acquisition Corp. III (“KBL”). KBL has entered into a merger agreement with PRWT Services, Inc., a private company (“PRWT”). Under the terms of the merger agreement, KBL and PRWT have agreed to a business combination, which shall be accomplished through the merger of KBL with PRWT Merger Sub, Inc., a wholly owned subsidiary of PRWT (“Merger Sub”), with KBL surviving the merger as a wholly owned subsidiary of PRWT. All of the outstanding securities of KBL shall be automatically exchanged (without any action on the part of KBL holders) into an identical number and type of PRWT securities. As a result of the foregoing, PRWT will become the public company and the holders of PRWT securities and KBL securities, will become holders of the securities of PRWT (or, as we also refer to PRWT, New Pubco) following the merger. Previously PRWT and KBL had filed a registration statement on Form S-4 (No. 333-158692) with the Securities and Exchange Commission (“Original Registration Statement”). To clarify that PRWT is the issuer, the Original Registration Statement was withdrawn. In its place, PRWT filed a registration statement on Form S-4 (No. 333-159751) with the Securities and Exchange Commission. In connection with the business combination, KBL filed this Proxy Statement. Both this Proxy Statement and PRWT’s Registration Statement contain the identical proxy statement/prospectus included herein.

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KBL HEALTHCARE ACQUISITION CORP. III
380 LEXINGTON AVENUE
31 ^st FLOOR
NEW YORK, NEW YORK 10168

NOTICE OF SPECIAL MEETING OF STOCKHOLDERS
OF KBL HEALTHCARE ACQUISITION CORP. III
TO BE HELD ON JULY 16, 2009

To the Stockholders of KBL Healthcare Acquisition Corp. III:

NOTICE IS HEREBY GIVEN that the special meeting of stockholders of KBL Healthcare Acquisition Corp. III (“KBL”), a Delaware corporation, will be held at 10:00 a.m. eastern time, on July 16, 2009, at the offices of Graubard Miller, KBL’s counsel, at The Chrysler Building, 405 Lexington Avenue, 19th Floor, New York, New York 10174. You are cordially invited to attend the meeting, which will be held for the following purposes:

(1) to consider and vote upon a proposal to approve the Agreement and Plan of Reorganization, dated as of March 13, 2009, as amended on April 30, 2009, among KBL, PRWT Services, Inc., a Pennsylvania corporation (“PRWT”), PRWT’s wholly owned subsidiary PRWT Merger Sub, Inc., a Pennsylvania corporation (“Merger Sub”), and all of the holders of the outstanding common stock of PRWT that provides for, among other things, (a) the merger of KBL and Merger Sub, with KBL being the surviving entity of the merger with Merger Sub and a wholly owned subsidiary of PRWT, (b) the automatic conversion of all outstanding KBL securities into an equal number of securities of PRWT of like tenor and (c) PRWT being our public company following consummation of the transaction. We sometimes refer to PRWT, the surviving publicly traded company after the merger, as “New Pubco” to indicate that we are referring to the combined entity and we refer to this proposal as the “merger proposal”;

(2) to consider and vote upon proposals related to the adoption of PRWT’s amended and restated articles of incorporation as the certificate of incorporation of our public company, which will have the effect, among other things, of (a) changing the name of our public company from “KBL Healthcare Acquisition Corp. III” to “PRWT Services, Inc.”; (b) changing the state of incorporation of our public company from Delaware to Pennsylvania; (c) increasing the number of authorized shares of our public company’s common stock from 50 million to 150 million; (d) incorporating the classification of directors that would result from the election of directors pursuant to the “director election proposal” described below, (e) changing our public company’s corporate existence to perpetual; (f) removing provisions from our public company charter that will no longer be applicable after the merger; and (g) revising provisions of our public company charter to conform to the Pennsylvania Business Corporation Law of 1983, as amended — these proposals are referred to as the “charter change proposals”;

(3) to consider and vote upon a proposal to approve the 2009 Incentive Equity Plan (an equity-based performance equity plan) — this proposal is referred to as the “stock plan proposal”;

(4) to elect seven persons to New Pubco’s board of directors, of whom two will serve until the annual meeting to be held in 2010, two will serve until annual meeting to be held in 2011 and three will serve until the annual meeting to be held in 2012 and, in each case, until their successors are elected and qualified — we refer to this proposal as the “director election proposal”; and

(5) to consider and vote upon a proposal to adjourn the special meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the special meeting, KBL is not authorized to consummate the merger — this proposal is referred to as the “adjournment proposal.”

These items of business are described in the attached proxy statement/prospectus, which you are encouraged to read in its entirety before voting. Only holders of record of KBL common stock at the close of business on June 22, 2009 are entitled to notice of the special meeting and to vote and have their votes counted at the special meeting and any adjournments or postponements of the special meeting.

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After careful consideration, KBL’s board of directors has determined that the merger proposal and the other proposals are fair to and in the best interests of KBL and its stockholders and unanimously recommends that you vote or give instruction to vote “FOR” the approval of all of the proposals.

All KBL stockholders are cordially invited to attend the special meeting in person. To ensure your representation at the special meeting, however, you are urged to complete, sign, date and return the enclosed proxy card as soon as possible. If you are a stockholder of record of KBL common stock, you may also cast your vote in person at the special meeting. If your shares are held in an account at a brokerage firm or bank, you must instruct your broker or bank on how to vote your shares or, if you wish to attend the meeting and vote in person, obtain a proxy from your broker or bank. If you do not vote or do not instruct your broker or bank how to vote, it will have the same effect as voting against the merger proposal.

A complete list of KBL stockholders of record entitled to vote at the special meeting will be available for ten days before the special meeting at the principal executive offices of KBL for inspection by stockholders during ordinary business hours for any purpose germane to the special meeting.

Your vote is important regardless of the number of shares you own. Whether you plan to attend the special meeting or not, please sign, date and return the enclosed proxy card as soon as possible in the envelope provided. If your shares are held in “street name” or are in a margin or similar account, you should contact your broker to ensure that votes related to the shares you beneficially own are properly counted.

Thank you for your participation. We look forward to your continued support.

By Order of the Board of Directors  
  
Zachary C. Berk, O.D.
Chairman of the Board

June  , 2009

IF YOU RETURN YOUR PROXY CARD WITHOUT AN INDICATION OF HOW YOU WISH TO VOTE, YOUR SHARES WILL BE VOTED IN FAVOR OF EACH OF THE PROPOSALS AND YOU WILL NOT BE ELIGIBLE TO HAVE YOUR SHARES CONVERTED INTO A PRO RATA PORTION OF THE TRUST ACCOUNT IN WHICH A SUBSTANTIAL PORTION OF THE NET PROCEEDS OF KBL’S INITIAL PUBLIC OFFERING ARE HELD. YOU MUST AFFIRMATIVELY VOTE AGAINST THE MERGER PROPOSAL AND DEMAND THAT KBL CONVERT YOUR SHARES INTO CASH NO LATER THAN THE CLOSE OF THE VOTE ON THE MERGER PROPOSAL TO EXERCISE YOUR CONVERSION RIGHTS. IN ORDER TO CONVERT YOUR SHARES, YOU MUST TENDER YOUR STOCK TO KBL’S STOCK TRANSFER AGENT PRIOR TO THE SPECIAL MEETING OF KBL STOCKHOLDERS. YOU MAY TENDER YOUR STOCK BY EITHER DELIVERING YOUR STOCK CERTIFICATE TO THE TRANSFER AGENT OR BY DELIVERING YOUR SHARES ELECTRONICALLY USING DEPOSITORY TRUST COMPANY’S DWAC (DEPOSIT WITHDRAWAL AT CUSTODIAN) SYSTEM. IF THE MERGER IS NOT COMPLETED, THEN THESE SHARES WILL NOT BE CONVERTED INTO CASH. IF YOU HOLD THE SHARES IN STREET NAME, YOU WILL NEED TO INSTRUCT THE ACCOUNT EXECUTIVE AT YOUR BANK OR BROKER TO WITHDRAW THE SHARES FROM YOUR ACCOUNT IN ORDER TO EXERCISE YOUR CONVERSION RIGHTS. SEE “SPECIAL MEETING OF KBL STOCKHOLDERS  — CONVERSION RIGHTS” FOR MORE SPECIFIC INSTRUCTIONS.

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The information in this proxy statement/prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This proxy statement/prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

SUBJECT TO AMENDMENT AND COMPLETION		DATED JUNE 24, 2009

PROXY STATEMENT FOR SPECIAL MEETING OF STOCKHOLDERS OF
KBL HEALTHCARE ACQUISITION CORP. III
  
   PROSPECTUS OF PRWT SERVICES, INC. FOR UP TO
40,325,000 SHARES OF COMMON STOCK AND
19,325,000 REDEEMABLE WARRANTS AND 865,137 UNITS

KBL Healthcare Acquisition III Corp. (“KBL”) is pleased to report that its board of directors and the board of directors of PRWT Services, Inc. (“PRWT”) have approved an agreement and plan of reorganization, as amended, among KBL, PRWT, PRWT Merger Sub, Inc. (“Merger Sub”) and all of the stockholders of PRWT (“PRWT Stockholders”) which, among other things, provides for (a) the merger of KBL and Merger Sub, with KBL being the surviving entity of the merger and a wholly owned subsidiary of PRWT, (b) the automatic conversion of all outstanding KBL securities into an equal number of securities of PRWT of like tenor and (c) PRWT becoming our public company following consummation of the transaction (“New Pubco”). In this regard, the registration statement of which this proxy statement/prospectus is a part registers under the Securities Act of 1933, as amended (the “Securities Act”), the issuance by New Pubco of an aggregate of:

It should be noted that New Pubco will not be a new entity, but rather will be the continuing PRWT entity, which will become our public company and own KBL and its assets following the merger of KBL and Merger Sub. As of the date of this proxy statement/prospectus, giving effect to a 7.1 for 1 reverse stock split being affected by PRWT immediately prior to the merger of KBL and Merger Sub, there are 11,950,000 shares of PRWT or New Pubco outstanding. Subject to adjustment as described in this proxy statement/prospectus, these shares will remain outstanding following consummation of the merger and are referred to herein as the “Merger Shares.” All outstanding KBL securities will be converted into a like number and type of securities of PRWT or New Pubco following the merger without any action on the part of KBL security holders.

In addition to their equity ownership of the combined companies following the merger, the PRWT Stockholders will receive an aggregate of $3,500,000 cash from New Pubco in exchange for the release and discharge of any and all claims against New Pubco. 941,211 of the Merger Shares will be placed in escrow to provide a fund to satisfy certain net debt adjustment and indemnification obligations of the PRWT Stockholders to New Pubco under the terms of the merger agreement. An additional 8,000,000 shares of New Pubco common stock (“EBITDA Escrow Shares”) will be placed in escrow at the closing to be released to the PRWT Stockholders upon New Pubco attaining certain levels of EBITDA in fiscal 2009, 2010 and/or 2011 or upon certain exercises of New Pubco redeemable warrants. None of the EBITDA Escrow Shares will be issued to the PRWT Stockholders and none of such shares will be deemed outstanding for any purpose until such future time, if ever, that the required EBITDA levels are attained.

Proposals to approve the merger agreement and the other matters discussed in this proxy statement/prospectus will be presented at the special meeting of stockholders of KBL scheduled to be held on July 16, 2009.

KBL’s common stock, units and warrants are currently listed on the NYSE Amex Equities (“NYSE Amex”) under the symbols KHA, KHA.U and KHA.WS, respectively. The parties intend to seek to have the securities of New Pubco listed on The NASDAQ Stock Market (“NASDAQ”) following consummation of the merger. If New Pubco’s securities are not accepted for listing on NASDAQ upon the consummation of the merger, New Pubco’s securities will be quoted on the Over-the-Counter Bulletin Board (“OTCBB”).

KBL is providing this proxy statement/prospectus and accompanying proxy card to its stockholders in connection with the solicitation of proxies to be voted at the special meeting of stockholders of KBL and at any adjournments or postponements of the special meeting. Unless the context requires otherwise, references to “you” are references to KBL stockholders, and references to “we,” “us” and “our” are to KBL. This proxy statement/prospectus also constitutes a prospectus of PRWT for the shares of PRWT common stock, PRWT redeemable warrants and PRWT units to be issued to the holders of KBL’s common stock, redeemable warrants and units pursuant to terms of the merger agreement.

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This proxy statement/prospectus provides you with detailed information about the merger and other matters to be considered by the KBL stockholders. You are encouraged to carefully read the entire document and the documents incorporated by reference. IN PARTICULAR, YOU SHOULD CAREFULLY CONSIDER THE MATTERS DISCUSSED UNDER “RISK FACTORS” BEGINNING ON PAGE 11 .

KBL stockholders, your vote is very important. Whether or not you expect to attend the special meeting, the details of which are described on the following pages, please complete, date, sign and promptly return the accompanying proxy in the enclosed envelope.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this proxy statement/prospectus. Any representation to the contrary is a criminal offense.

The proxy statement/prospectus is dated June __, 2009, and is first being mailed on or about June 26, 2009.

This proxy statement/prospectus incorporates important business and financial information about KBL and PRWT that is not included in or delivered with this document. This information is available without charge to security holders upon written or oral request. To make this request, or if you would like additional copies of this proxy statement/prospectus or have questions about the merger, you should contact Mr. Michael D. Kaswan, Chief Operating Officer, KBL Healthcare Acquisition Corp. III, 380 Lexington Avenue, 31 ^st Floor, New York, New York 10168, (212) 319-5555.

To obtain timely delivery of requested materials, security holders must request the information no later than five business days before the date they submit their proxies or attend the special meeting. The latest date to request the information to be received timely is July 10, 2009.

KBL consummated its initial public offering (“IPO”) on July 25, 2007. CitiGroup Global Markets, Inc. (“Citigroup”), Jefferies & Company, Inc. and EarlyBirdCapital, Inc. were the underwriters in the IPO. Upon consummation of the merger, the underwriters in KBL’s IPO will be entitled to receive an aggregate of $4,140,000 of deferred underwriting commissions. If the merger is not consummated and KBL is required to be liquidated, the underwriters will not receive any of such funds.

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		Page
Summary of the Material Terms of the Merger			1
Questions and Answers For KBL Stockholders About the Proposals			5
Risk Factors			11
Selected Historical Consolidated Financial Information			34
Selected Unaudited Pro Forma Condensed Combined Financial Information			38
Forward-Looking Statements			42
Special Meeting of KBL Stockholders			43
The Merger Proposal			49
The Merger Agreement			75
Unaudited Pro Forma Condensed Combined Financial Information			83
The Charter Change Proposals			88
Comparison of Corporate Governance and Shareholders’ Rights			91
The Stock Plan Proposal			104
The Adjournment Proposal			110
The Director Election Proposal			111
Directors and Executive Officers of New Pubco Following the Merger			111
Other Information Related to KBL			140
Business of PRWT			149
PRWT’s Management’s Discussion and Analysis of Financial Condition and Results of Operations			168
Appraisal Rights			187
Beneficial Ownership of Securities			190
Certain Relationships and Related Transactions			197
Description of New Pubco’s Securities			204
Price Range of KBL Securities and Dividends			207
Stockholder Proposals			209
Legal Matters			209
Experts			209
Delivery of Documents to Stockholders			209
Where You Can Find More Information			210
Index to Financial Statements			FS-1
ANNEXES
Agreement and Plan of Reorganization and Amendment No. 1 Thereto			A-1
Existing KBL Amended and Restated Certificate of Incorporation			B-1
New Pubco (PRWT) Amended and Restated Certificate of Incorporation			C-1
Form of Escrow Agreement			D-1
Form of Lock-Up Agreement			E-1
[Intentionally omitted.]			F-1
Tax Opinion of Graubard Miller			G-1
2009 Incentive Equity Plan			H-1
Fairness Opinion of Ladenburg Thalmann & Co. Inc.			I-1
Section 262 of the Delaware General Corporate Law			J-1

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SUMMARY OF THE MATERIAL TERMS OF THE MERGER

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See “ The Merger Proposal — Interests of KBL’s and PRWT’s Directors and Officers and Others in the Merger ” beginning on page 61 .

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QUESTIONS AND ANSWERS

FOR KBL STOCKHOLDERS ABOUT THE PROPOSALS

Q.  Why am I receiving this proxy statement/ prospectus?		A. KBL and PRWT have agreed to a transaction under the terms of the Agreement and Plan of Reorganization that is described in this proxy statement/prospectus. This agreement is referred to as the merger agreement. A copy of the merger agreement is attached to this proxy statement/prospectus as Annex A , which you are encouraged to read.
		You are being asked to consider and vote upon a proposal to approve the merger agreement, which, among other things, provides for the merger of KBL and Merger Sub, with KBL being the surviving entity of the merger and a wholly owned subsidiary of PRWT. In connection with the merger, all outstanding KBL securities shall automatically be converted into an equal number of securities of PRWT of like tenor, and PRWT will become our public company, or New Pubco, following consummation of the transactions. You are also being asked to consider and vote upon (i) the charter change proposals, (ii) the stock plan proposal, (iii) the director election proposal and (iv) the adjournment proposal. As soon as practicable following this merger, KBL, as the surviving entity, will be merged with and into PRWT, with PRWT surviving such subsequent merger.
		The conversion of outstanding KBL securities into substantially identical PRWT securities will be automatic and will require no action on the part of KBL security holders. Following the merger, all outstanding KBL securities will deemed to represent a like number and type of securities of PRWT, or New Pubco, and New Pubco’s transfer agent will be instructed as to same.
		The approval of the merger proposal, the stock plan proposal, the charter amendment proposals and the director election proposal are effectively conditions to the consummation of the merger. If the merger proposal is not approved, the other proposals will not be presented to stockholders for a vote and the merger will not be consummated. If any of the stock plan proposal, charter amendment proposals or the director election proposal is not approved, the other proposals will not be presented to stockholders for a vote, and the merger will not be consummated.
		This proxy statement/prospectus contains important information about the proposed merger and the other matters to be acted upon at the special meeting. You should read it carefully.
		Your vote is important. You are encouraged to vote as soon as possible after carefully reviewing this proxy statement/prospectus.
Q.  Do I have conversion rights?		A. If you are a holder of Public Shares, you have the right to vote against the merger proposal and demand that KBL convert such shares into a pro rata portion of the trust account in which a substantial portion of the net proceeds of KBL’s IPO is held. These rights to vote against the merger and demand conversion of the Public Shares into a pro rata portion of the trust account are sometimes referred to herein as conversion rights. KBL stockholders who elect to convert their shares into cash will not have appraisal rights under the General Corporation Law of the State of Delaware (“DGCL”).

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Q.  How do I exercise my cash conversion rights?		A. If you are a holder of Public Shares and wish to exercise your conversion rights, you must (i) vote against the merger proposal, which must be approved and completed, (ii) demand that KBL convert your shares into cash, and (iii) deliver your stock to KBL’s transfer agent physically or electronically using Depository Trust Company’s DWAC (Deposit Withdrawal at Custodian) System prior to the meeting.
		Any action that does not include an affirmative vote against the merger will prevent you from exercising your conversion rights. Your vote on any proposal other than the merger proposal will have no impact on your right to convert.
		You may exercise your conversion rights either by checking the box on the proxy card or by submitting your request in writing to Mark Zimkind of Continental Stock Transfer & Trust Company, KBL’s transfer agent, at the address listed at the end of this section. If you (i) initially vote for the merger proposal but then wish to vote against it and exercise your conversion rights or (ii) initially vote against the merger proposal and wish to exercise your conversion rights but do not check the box on the proxy card providing for the exercise of your conversion rights or do not send a written request to KBL to exercise your conversion rights, or (iii) initially vote against the merger but later wish to vote for it, you may request KBL to send you another proxy card on which you may indicate your intended vote. You may make such request by contacting KBL at the phone number or address listed at the end of this section.
		Any request for conversion, once made, may be withdrawn at any time up to the time the vote is taken with respect to the merger proposal. If you delivered your shares for conversion to KBL’s transfer agent and decide prior to the special meeting not to elect conversion, you may request that KBL’s transfer agent return the shares (physically or electronically). You may make such request by contacting KBL’s transfer agent at the phone number or address listed at the end of this section.
		Any corrected or changed proxy card must be received by KBL’s secretary prior to the special meeting. No demand for conversion will be honored unless the holder’s stock has been delivered (either physically or electronically) to the transfer agent prior to the meeting.
		If the merger is completed, then, if you have also properly exercised your conversion rights, you will be entitled to receive a pro rata portion of the trust account, including any interest earned thereon, calculated as of two business days prior to the date of the consummation of the merger. As of March 31, 2009, there was approximately $135,400,000 in the trust account, which would amount to approximately $7.85 per Public Share upon conversion. If you exercise your conversion rights, then you will be exchanging your shares of KBL common stock for cash and will no longer own these shares.

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		Exercise of your conversion rights does not result in either the exercise or loss of any KBL warrants that you may hold. Your warrants will continue to be outstanding following a conversion of your common stock, shall be automatically converted into a warrant to purchase a share of New Pubco’s common stock that will have terms that are substantially similar in all material respects to those of the KBL warrants and will become exercisable upon consummation of the merger. A registration statement must be in effect to allow you to exercise any warrants you may hold or to allow KBL to call the warrants for redemption if the redemption conditions are satisfied. If the merger is not consummated, the warrants will not become exercisable and will be worthless.
Q.  Do I have appraisal rights if I object to the proposed merger?		A. Yes. KBL stockholders have appraisal rights in connection with the merger under the DGCL. Stockholders who exercise their appraisal rights will not be entitled to seek conversion of their shares into cash. See the section entitled “Appraisal Rights” beginning on page 187 .
Q.  What happens to the funds deposited in the trust account after consummation of the merger?		A. At the closing of the merger, the funds in the trust account will be released to (a) pay deferred underwriters’ compensation of approximately $4,140,000, (b) pay the $3,500,000 cash portion of the merger consideration to the PRWT Stockholders, (c) pay any unpaid income tax or other tax obligations of KBL incurred prior to closing of the merger, estimated to be approximately $33,100, (d) repay loans by and reimburse expenses to directors, officers and founding stockholders of KBL, in an estimated aggregate amount of approximately $220,000, (e) pay professionals and other third parties that have rendered services to KBL in connection with its operations and efforts to effect a business combination, including the merger, an estimated aggregate amount of approximately $1,571,900, and (f) pay amounts, if any, in connection with any redemption, tender, purchase or similar transaction involving the Public Shares or KBL warrants or New Pubco securities into which they are converted in the merger, as described in the section entitled “ The Merger Proposal — Actions That May Be Taken to Secure Approval of KBL’s Stockholders ” beginning on page 62 . The balance of the funds will be released to New Pubco to pay stockholders who properly exercise their conversion or appraisal rights with respect to their Public Shares and for working capital and general corporate purposes. KBL and PRWT expect that, after paying the holders of Public Shares who elect to exercise their conversion rights, and after engaging in any redemptions, tenders, purchases or similar transactions necessary to ensure that holders of no more than 30% of the Public Shares elect to exercise such rights and to ensure fulfillment of the PRWT Majority Requirement, only approximately $25,000,000 of the approximately $135,400,000 held in trust will be available to New Pubco.

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Q.  Since KBL’s IPO prospectus did not disclose that funds in the trust account might be used, directly or indirectly, to purchase Public Shares, what are my legal rights?		A. You should be aware that KBL’s IPO prospectus did not disclose that funds in its trust account might be used, directly or indirectly, to purchase Public Shares or other securities of KBL or New Pubco securities into which they are converted in the merger, other than from holders who have voted against the merger proposal and converted their Public Shares into cash. Accordingly, each holder of Public Shares at the time of the merger who purchased such shares in the IPO may have securities law claims against KBL for rescission (under which a successful claimant has the right to receive the total amount paid for his or her securities pursuant to an allegedly deficient prospectus, plus interest and less any income earned on the securities, in exchange for surrender of the securities) or damages (compensation for loss on an investment caused by alleged material misrepresentations or omissions in the sale of a security). As KBL’s existence will terminate at the time of the merger and its rights and obligations will become rights and obligations of Merger Sub, the rescission right will continue against Merger Sub and New Pubco after the merger.
		Such claims may entitle stockholders asserting them to up to $8.00 per share, based on the initial offering price of the IPO units comprised of stock and warrants, less any amount received from the sale of the original warrants purchased with them, plus interest from the date of KBL’s IPO (which, in the case of holders of Public Shares, may be more than the pro rata share of the trust account to which they are entitled on conversion or liquidation). Because such claims will necessarily arise only if the merger is completed, at which time KBL will no longer exist and the funds in the trust account will have been disbursed, they may be asserted against New Pubco, its directors and officers and KBL’s former directors and officers.
		Even if you do not pursue such claims, others, who may include all holders of Public Shares who have not sold them prior to the merger or converted them into cash, may. KBL cannot predict whether stockholders will bring such claims, how many might bring them or the extent to which they might be successful. See “ The Merger Proposal — Rescission Rights ” beginning on page 64 .
Q.  What happens if the merger is not consummated?		A. If the merger is not consummated by the date on which KBL must liquidate, either party may terminate the merger agreement. If KBL is unable to complete the merger or another business combination by July 19, 2009, its amended and restated certificate of incorporation provides that its corporate existence automatically terminates and it must liquidate. See the section entitled “ Other Information Related to KBL — Liquidation If No Business Combination ” beginning on page 140 .
Q.  When do you expect the merger to be completed?		A. It is currently anticipated that the merger will be consummated promptly following the KBL special meeting on July 16, 2009.    For a description of the conditions for the completion of the merger, see the section entitled “The Merger Agreement — Conditions to the Closing of the Merger” beginning on page 79 .

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Q.  What do I need to do now?		A. KBL and PRWT urge you to read carefully and consider the information contained in this proxy statement/prospectus, including the annexes, and to consider how the merger will affect you as a stockholder of KBL. You should then vote as soon as possible in accordance with the instructions provided in this proxy statement/prospectus and on the enclosed proxy card.
Q.  How do I vote?		A. If you are a holder of record of KBL common stock, you may vote in person at the special meeting or by submitting a proxy for the special meeting. You may submit your proxy by completing, signing, dating and returning the enclosed proxy card in the accompanying pre-addressed postage paid envelope. If you hold your shares in “street name,” which means your shares are held of record by a broker, bank or nominee, you should contact your broker to ensure that votes related to the shares you beneficially own are properly counted. In this regard, you must provide the record holder of your shares with instructions on how to vote your shares or, if you wish to attend the meeting and vote in person, obtain a proxy from your broker, bank or nominee.
Q.  If my shares are held in “street name,” will my broker, bank or nominee automatically vote my shares for me?		A. No. Your broker, bank or nominee cannot vote your shares unless you provide instructions on how to vote in accordance with the information and procedures provided to you by your broker, bank or nominee.
Q.  May I change my vote after I have mailed my signed proxy card?		A. Yes. Send a later-dated, signed proxy card to KBL’s secretary at the address set forth below so that it is received by KBL’s secretary prior to the special meeting or attend the special meeting in person and vote. You also may revoke your proxy by sending a notice of revocation to KBL’s secretary, which must be received by KBL’s secretary prior to the special meeting.
Q.  What should I do with my stock, warrant and unit certificates?		A. If you are not electing conversion in connection with your vote on the merger proposal and the merger is approved and consummated, you do not need to do anything with your certificates, as the KBL securities are not being exchanged or converted. Your existing KBL certificates will represent the equivalent number and type of New Pubco securities.
		KBL stockholders who vote against the merger and exercise their conversion rights must deliver their shares to KBL’s transfer agent (either physically or electronically) as instructed by KBL or KBL’s transfer agent prior to the meeting.
Q.  What should I do if I receive more than one set of voting materials?		A. You may receive more than one set of voting materials, including multiple copies of this proxy statement/prospectus and multiple proxy cards or voting instruction cards. For example, if you hold your shares in more than one brokerage account, you will receive a separate voting instruction card for each brokerage account in which you hold shares. If you are a holder of record and your shares are registered in more than one name, you will receive more than one proxy card. Please complete, sign, date and return each proxy card and voting instruction card that you receive in order to cast a vote with respect to all of your KBL shares.
Q.  Who can help answer my questions?		A. If you have questions about the merger or if you need additional copies of the proxy statement/prospectus or the enclosed proxy card you should contact:

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		Mr. Michael D. Kaswan Chief Operating Officer KBL Healthcare Acquisition Corp. III 380 Lexington Avenue, 31 st Floor New York, New York 10168 Tel: (212) 319-5555
		or
		Morrow & Co., LLC 470 West Avenue Stamford, Connecticut 06902 Tel: (800) 607-0088
		You may also obtain additional information about KBL from documents filed with the Securities and Exchange Commission (“SEC”) by following the instructions in the section entitled “Where You Can Find More Information” beginning on page 210 .
		If you intend to vote against the merger and seek conversion of your shares, you will need to deliver your stock (either physically or electronically) to KBL’s transfer agent prior to the meeting. If you have questions regarding the certification of your position or delivery of your stock, please contact:
		Mr. Mark Zimkind Continental Stock Transfer & Trust Company 17 Battery Place New York, New York 10004 Tel: (212) 845-3287 Fax: (212) 845-3201

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RISK FACTORS

Risks Related to New Pubco’s Business and Operations Following the Merger

The value of your investment in New Pubco following consummation of the merger will be subject to the significant risks affecting PRWT and inherent in its business. You should carefully consider the risks and uncertainties described below and other information included in this proxy statement/prospectus. If any of the events described below occur, New Pubco’s post-acquisition business and financial results could be adversely affected in a material way. This could cause the trading price of its common stock to decline, perhaps significantly, and you therefore may lose all or part of your investment.

PRWT has incurred substantial losses and negative cash flow.

Although PRWT achieved net income during the three months ended March 31, 2009, PRWT has a history of losses. PRWT incurred a net loss of approximately $15,583,000 during the fiscal year ended December 31, 2008 and had a stockholders’ deficit of approximately $23,385,000 as of December 31, 2008. We cannot assure you that we will be able to achieve and maintain a profit. PRWT anticipates that its expenses will increase significantly in 2009 following the merger as it seeks to grow its pharmaceutical and other business lines. In addition, PRWT anticipates that its expenses will increase substantially in the foreseeable future as it:

PRWT’s growth could be adversely effected by continuing adverse economic conditions, economic activity and disruption in the financial markets.

As widely reported, financial markets in the United States and internationally have been experiencing extreme disruption in recent months, including, among other things, extreme volatility in securities prices, severely diminished liquidity and credit availability, ratings downgrades of certain investments and declining valuations of others. Governments have taken unprecedented actions intended to address extreme market conditions that have included severely restricted credit and declines in real estate values. While currently these conditions have not impaired PRWT’s ability to access credit markets and finance its operations, there can be no assurance that there will not be a further deterioration in financial markets and confidence in major economies such that PRWT’s ability to access credit markets and finance its operations might be impaired. Although PRWT’s total revenues continued to improve in 2008 and the first quarter of 2009, the current tightening of credit in financial markets could adversely affect the ability of customers and suppliers to obtain financing for significant purchases and operations and could result in a decrease in or cancellation of orders for PRWT’s products and services.

Continued economic inactivity may reduce demand for PRWT’s services or depress pricing of those services and have a material adverse effect on PRWT’s results of operations. Changes in global economic conditions could also shift demand to services for which PRWT does not have competitive advantages, and this could negatively affect the amount of business that PRWT is able to obtain. Adverse changes in economic conditions may further reduce demand, depress prices for PRWT’s services and cause PRWT’s customers to cancel their agreements to purchase PRWT’s services, thereby possibly reducing earnings and adversely affecting PRWT’s business and results of operations. Additionally, the adverse economic conditions may result in customers cutting back on discretionary spending. If PRWT is unable to successfully anticipate changing economic and political conditions, it may be unable to effectively plan for and respond to those changes, and its business could be negatively affected.

PRWT is unable to predict the duration and severity of the current disruption in financial markets and the adverse economic conditions that might occur in the U.S. and other countries and the effect such events might have on its business.

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Failure of PRWT to maintain its status as a minority-owned business could adversely affect its business and results of operations.

PRWT is currently certified as a minority-owned business by the National Minority Supplier Development Council (NMSDC) and several state and local authorities. To be certified as a minority-owned business by a state or local authority, an entity must satisfy certain requirements to qualify as a minority-owned business which are set by the appropriate certifying council, but generally require that the applying business be owned by minority persons in which such minority persons hold at least a 51% interest and that these minority groups control the management and daily operations of the business. As of the record date, approximately 92% of PRWT’s common stock was held by minority persons, five of nine of PRWT’s directors are minority persons and six of ten of PRWT’s executive officers are minority persons. Following the merger, at least 53% of New Pubco’s common stock will be held by minority persons (51.4% excluding the 941,211 shares to be placed in escrow pursuant to the merger agreement). If PRWT is unable to maintain its minority-owned certification, it may affect PRWT’s selection as a contractor for certain federal, state and local government, as well as commercial contracts. Additionally, Cherokee’s supply agreement with Merck provides that should status with the National Minority Supplier Development Council be lost, Merck may terminate such agreement. Merck’s termination of its supply agreement with Cherokee would have a significant adverse effect on PRWT’s business by substantially reducing PRWT’s revenues, increasing the underutilized capacity at Cherokee and exposing PRWT to breach of contract claims. In addition, PRWT may not be able to reduce its overhead costs for the Cherokee facility in a timely manner which could result in negative margins and operating losses at its Cherokee facility until such time, if ever, that PRWT could replace Merck’s business.

If PRWT experiences systems or services failures or if it fails to implement new systems and software successfully, PRWT’s businesses could be adversely affected.

PRWT depends on information systems to control its manufacturing processes, process orders, manage inventory, process and bill shipments to, and collect cash from, its customers, respond to customer inquiries, contribute to its overall internal control processes, maintain records of its property, plant and equipment, and record and pay amounts due vendors and other creditors. In addition, PRWT’s BPS business in conjunction with its partners and PRWT’s facilities management business are dependent on their ability to implement and maintain technology and outsourcing services that are often critical to its customers’ operations, some of which involve classified, confidential or other sensitive information. If PRWT were to experience a prolonged disruption in its information systems that involve interactions with customers and suppliers or if PRWT’s BPS business or facilities management business have significant defects or errors, are subject to delivery delays or fail to meet its customers’ expectations, PRWT may:

In addition, the business of clients’ of PRWT’s BPS and facilities management businesses may also be harmed from any system or equipment failures it experiences. In that event, PRWT’s relationship with these clients may be adversely affected, it may lose these clients, its ability to attract new clients may be adversely affected and it could be exposed to liability. Interruptions could also result from the intentional acts of others, like “hackers.” If PRWT’s systems are penetrated by computer hackers, or if computer viruses infect PRWT’s systems, its computers could fail or proprietary information could be misappropriated. Many of PRWT’s clients’ computer systems interface with PRWT’s systems. If PRWT’s clients suffer interruptions in their systems, the link to its systems could be severed and sales of the client’s products could be slowed or stopped.

The successful assertion of any large claims against PRWT could seriously harm its business. Even if not successful, these claims could result in significant legal and other costs, may be a distraction to PRWT’s management and may harm PRWT’s reputation.

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If PRWT fails to attract and retain key personnel, its business could be adversely affected.

PRWT’s success and ability to grow are dependent, in large part, on its ability to hire, retain and motivate sufficient numbers of talented people with the increasingly diverse skills needed to serve clients and grow its business. Competition for skilled personnel is intense at all levels of experience and seniority. Most of Cherokee’s products and services are highly technical in nature and some of Cherokee’s manufacturing, quality control, logistics safety and compliance, information technology, sales, and e-commerce related positions are highly technical. In addition, PRWT’s BPS and facilities management business models depend on their ability to effectively utilize personnel with the right mix of skills and experience to support their projects. The processes and costs associated with recruiting, training and retaining employees place significant demands on their resources. Although PRWT has not experienced any difficulties attracting qualified persons to date, there is a risk that at certain points in time and in certain geographical regions, PRWT may find it difficult to hire and retain a sufficient number of employees with the skills or backgrounds required, or that it will prove difficult to retain them in a competitive labor market. Any failure on PRWT’s or its subsidiaries’ part to hire, train, and retain a sufficient number of qualified professionals would seriously damage its business. PRWT depends heavily on the services of its senior management in the pharmaceutical business, including John Elliot, President of Cherokee Pharmaceuticals, and Murvin Lackey, President of Cherokee Distribution. PRWT believes that its future success depends on the continued services of such management. PRWT’s business may be harmed by the loss of a significant number of its senior management members in a short period of time.

If PRWT fails to protect its customers’ sensitive personal and financial data, PRWT’s business could be adversely affected.

PRWT’s BPS business operates customer service centers that handle customer credit card and social security information. While there are system procedural and management safeguards, there is a risk that an employee would attempt to gain access and misuse a customer’s personal or financial information. Misappropriation of customer intellectual property could subject PRWT to liability, resulting in a loss of such customer and damage to our reputation.

PRWT may be unable to adequately protect its intellectual property rights, which could affect its ability to compete.

Protecting PRWT’s intellectual property rights is critical to its ability to compete and succeed as a company. PRWT holds a number of trademarks and registrations which are necessary and contribute significantly to the preservation of its competitive position in the market. In some instances, PRWT has augmented its technology base by licensing the proprietary intellectual property of its customers for use in providing services to the customer. PRWT enters into confidentiality and invention assignment agreements with its employees, and enters into nondisclosure agreements with its suppliers and customers so as to limit access to and disclosure of its proprietary information. These measures may not suffice to deter misappropriation or independent third party development of similar technologies. Moreover, the protection provided to PRWT’s intellectual property by the laws and courts of foreign nations may not be as advantageous to it as the remedies available under United States law.

PRWT may face claims of infringement of proprietary rights.

There is a risk that a third party may claim PRWT’s products and services infringe on their proprietary rights. Whether or not PRWT’s products or services infringe on proprietary rights of third parties, infringement or invalidity claims may be asserted or prosecuted against it and PRWT could incur significant expense in defending them. If any claims or actions are asserted against PRWT, it may be required to modify its products or services or obtain licenses on commercially reasonable terms, in a timely manner. PRWT’s failure to do so could adversely affect its business.

PRWT’s existing and future debt obligations could impair its liquidity and financial condition, and in the event it is unable to meet its debt obligations, it could lose title to its assets.

As of March 31, 2009, PRWT had outstanding debt of $60,485,623 along with its credit facility of $2,300,000 and the ability to borrow an additional $700,000 under its credit facility. PRWT expects its debt

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service obligations for 2009 to be approximately $2,575,000, including the credit facility of $2,300,000. PRWT may also assume or incur additional debt, including secured debt, in the future in connection with, or to fund its continuing operations. PRWT’s debt obligations:

PRWT’s operations may not generate sufficient cash to enable it to service its debt. If PRWT were to fail to make any required payment under the agreements governing its indebtedness or fail to comply with the financial and operating covenants contained in those agreements, it would be in default. PRWT’s lenders would have the ability to require that it immediately pay all outstanding indebtedness. If the lenders were to require immediate payment, PRWT might not have sufficient assets to satisfy its obligations under its credit facility or its other indebtedness. In such event, PRWT’s lenders could foreclose on all of its assets. In addition, PRWT could be forced to seek protection under bankruptcy laws, which could have a material adverse effect on its existing contracts and its ability to procure new contracts as well as its ability to recruit and/or retain employees. Accordingly, a default could have a significant adverse effect on PRWT’s business. Despite current debt levels, PRWT and its subsidiaries may still be able to incur substantially more debt, which could further exacerbate the risks associated with its existing leverage.

Technology and product innovations in the markets that PRWT serves may create alternatives to its products and result in reduced sales.

Technology and product innovations which current and potential customers and strategic partners of PRWT might have access to could reduce or eliminate their need for PRWT’s products. A new, competing or other disruptive technology that reduces or eliminates the use of one or more of PRWT’s products and services could negatively impact the sale of those products. Cherokee’s customers and strategic partners also constantly attempt to reduce their manufacturing costs and improve product quality. The customers of PRWT’s BPS and facilities management businesses constantly adopt new technology and attempt to improve operating efficiencies, reduce operating costs or maximize operating revenues. PRWT may be unable to respond on a timely basis to any or all of the changing needs of its customer base. PRWT’s failure to develop, introduce or enhance products or adopt and improve services to compete with new technologies in a timely manner could have an adverse effect on its business, results of operations and financial condition.

Labor disputes could lead to loss of revenues or expense variations.

At April 30, 2009, approximately 44.7% of PRWT’s facilities management employees, and 60.45% of PRWT’s pharmaceutical employees were subject to various local collective bargaining agreements, some of which will expire or become subject to renegotiation during the year. In addition, at any given time, PRWT may face a number of union organizing drives. When one or more of PRWT’s major collective bargaining agreements becomes subject to renegotiation or when PRWT faces union organizing drives, PRWT and the union may disagree on important issues which, in turn, could lead to a strike, work slowdown or other job actions at one or more of PRWT’s locations. In a market where PRWT and a number of major competitors are unionized, but other competitors are not unionized, PRWT could lose customers to competitors who are not

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unionized. Although PRWT has not experienced any labor disruptions to date, a strike, work slowdown or other job action could in some cases disrupt PRWT from providing services, resulting in reduced revenue. If declines in customer service occur or if PRWT’s customers are targeted for sympathy strikes by other unionized workers, contract cancellations could result. The result of negotiating a first time agreement or renegotiating an existing collective bargaining agreement could be a substantial increase in labor and benefits expenses that PRWT may be unable to pass through to customers for some period of time, if at all. In addition, proposed legislation, known as The Employee Free Choice Act, could make it significantly easier for union organizing drives to be successful and could give third-party arbitrators the ability to impose terms of collective bargaining agreements upon PRWT and a labor union if PRWT and such union are unable to agree to the terms of a collective bargaining agreement.

Risks Related to PRWT’s Pharmaceutical Manufacturing and Distribution Business

PRWT’s pharmaceutical business is subject to regulation by various federal, state, local and foreign agencies that require it to comply with a wide variety of regulations, including those regarding the manufacture of products, the distribution of products and environmental matters.

Some of PRWT’s pharmaceutical operations are subject to regulation by various U.S. federal agencies and similar state and international agencies, including the U.S. Department of Commerce, U.S. Food and Drug Administration, the U.S. Department of Transportation, the U.S. Department of Agriculture and U.S. Environmental Protection Agency and other comparable state, local and international agencies. These regulations govern a wide variety of product activities, including labeling, manufacturing, handling, sales and distribution of products. If PRWT fails to comply with any or all of these regulations, PRWT may be subject to fines or penalties, have to recall products and/or cease its manufacture and distribution, which would increase PRWT’s pharmaceutical business’s costs and reduce its sales.

PRWT’s pharmaceutical business is subject to significant environmental regulation.

PRWT’s pharmaceutical business is subject to a variety of federal, state, local and international laws, rules and regulations related to the handling, transportation, manufacture, use, discharge, disposal or sale of toxic, volatile or other hazardous materials. In connection with the acquisition of the Riverside facility, PRWT assumed Merck’s environmental remediation obligations and Merck became obligated to reimburse PRWT for a portion of the cost of such remediation efforts. The annual reimbursement is $305,000 each year through December 2017. If costs incurred by PRWT exceed $305,000 but are not greater than $458,000, PRWT is responsible for these costs. If costs incurred exceed $458,000 then PRWT and Merck will share evenly all costs incurred greater than $305,000. Although PRWT does not expect its annual obligations to exceed $305,000, there is potential exposure and if its exposure exceeds the recorded environmental remediation liability of $2,493,000 as of December 31, 2008, PRWT will incur losses for the excess amount. PRWT has also obtained approximately $1.8 million of insurance coverage which could be used to satisfy this remediation obligation in the event of the closure of the facility.

Some level of risk to the environment is inherent in PRWT’s pharmaceutical operations and the products it manufactures, sells, uses or distributes. The failure to fully comply with present or future regulations could result in fines being imposed on PRWT, suspension of production or cessation of operations. Third parties may also have the right to sue to enforce compliance. Moreover, it is possible that increasingly strict requirements imposed by environmental laws and enforcement policies thereunder could require PRWT to make significant capital expenditures. The operation of a pharmaceutical manufacturing plant entails inherent risks to the environment and human health due to the handling of potentially harmful substances, and PRWT may incur material costs and liabilities in the future because of an accident or other event resulting in personal injury or unauthorized release of such substances to the environment. In addition, PRWT’s pharmaceutical business generates hazardous materials that are disposed at various offsite facilities. PRWT may be liable, irrespective of fault, for material remedial costs or other liabilities incurred at these disposal facilities in the event of a release of hazardous substances at such facilities into the environment. Although PRWT has obtained $10 million of environmental insurance coverage, it may be inadequate to cover PRWT’s potential environmental liabilities.

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PRWT’s pharmaceutical business depends on a small number of customers, particularly Merck, which accounted for approximately 89% of PRWT’s pharmaceutical business revenues in 2008.

A few customers and their large-scale projects have accounted for the majority of the revenues of PRWT’s pharmaceutical business each year. PRWT expects this dependence to continue. During fiscal 2008, PRWT’s pharmaceutical business’ top two customers accounted for approximately 100% of its revenue, including Merck which accounted for approximately 89% of such revenues. The loss of any key customer or the loss or termination of any large-scale project could significantly harm PRWT’s operating results, financial condition and business. Pursuant to PRWT’s supply agreement with Merck, unless Merck requests that PRWT devote additional capacity to its products, Merck may reduce the amount of products it purchases from PRWT if PRWT’s pharmaceutical business does not diversify its sources of revenues by prescribed amounts. If Merck products contracted for in the supply agreement (but not including future products for Merck not contracted for in the supply agreement) account for more than 90%, 75% and 50% of PRWT revenues from the Cherokee facility for the years ended December 31, 2010, 2011 and 2012, respectively, Merck will have the right to reduce its product purchases for the following year. Additionally, beginning in 2011, Merck will be permitted to purchase products from third party suppliers that offer lower prices if Cherokee cannot match their pricing.

Potential product liability claims could affect PRWT’s pharmaceutical business’s earnings and financial condition and harm its reputation.

PRWT’s pharmaceutical business faces the potential of liability claims based on its products and/or services. PRWT carries product liability insurance coverage, generally available in the market, but which is limited in scope and amount. Although PRWT seeks to reduce its potential liability through measures such as contractual indemnification provisions with customers and/or suppliers, PRWT cannot assure you that such measures will be enforced or effective. PRWT’s pharmaceutical business could be materially and adversely affected if it were required to pay damages or incur defense costs in connection with a claim that is outside the scope of the indemnification agreements, if the indemnity, although applicable, is not executed in accordance with its terms or if PRWT’s liability exceeds the amount of applicable insurance (currently $20,000,000) or indemnification. There can be no assurance that PRWT’s insurance coverage will be adequate or that insurance coverage will continue to be available on terms acceptable to PRWT. Unexpected results could cause PRWT to have financial exposure in these matters in excess of recorded reserves and insurance coverage, requiring PRWT to provide additional reserves to address these liabilities, impacting profits.

PRWT’s pharmaceutical business’s sales and results of operations depend on its customers’ research and development efforts and their ability to obtain funding for these efforts.

PRWT’s pharmaceutical business customers include researchers at pharmaceutical and biotechnology companies, chemical and related companies, academic institutions, government laboratories and private foundations. Fluctuations in the research and development budgets of these researchers and their organizations could have a significant effect on the demand for PRWT’s pharmaceutical business’s products. PRWT’s pharmaceutical business’s customers determine their research and development budgets based on several factors, including the need to develop new products, the availability of governmental and other funding, competition and the general availability of resources. Research and development budgets fluctuate due to changes in available resources, spending priorities, general economic conditions, institutional and governmental budgetary limitations and mergers of pharmaceutical and biotechnology companies. PRWT’s pharmaceutical business could be seriously harmed by any significant decrease in life science and high technology research and development expenditures by its customers. Government funding of research and development is subject to the political process, which is often unpredictable. Other programs, such as Homeland Security or defense, or general efforts to reduce the U.S. federal budget deficit could be viewed by the government as a higher priority. Any shift away from funding of life science and high technology research and development or delays surrounding the approval of governmental budget proposals may cause PRWT’s pharmaceutical business customers to delay or forego purchases of PRWT’s pharmaceutical business’s products and services, which could seriously damage its business. Some of PRWT’s pharmaceutical business customers receive funds from approved grants at a particular time of year, many times set by government budget cycles. In the past, such grants have been frozen for extended periods or have otherwise become

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unavailable to various institutions without advance notice. The timing of the receipt of grant funds may affect the timing of purchase decisions by PRWT’s pharmaceutical business customers and, as a result, cause fluctuations in PRWT’s sales and operating results.

If PRWT’s pharmaceutical business fails to maintain adequate quality standards for its products and services, its business may be adversely affected and its reputation harmed.

PRWT’s life science customers and strategic partners are often subject to rigorous quality standards to obtain and maintain regulatory approval of their products and the manufacturing processes that generate them, including current Good Manufacturing Practices (cGMP) promulgated by the Food and Drug Administration. A failure to maintain, or in some instances, upgrade PRWT’s pharmaceutical business’s quality standards to meet its customers’ or strategic partners’ needs or current regulatory standards, could result in the loss of PRWT’s, a customer’s or a strategic partner’s regulatory license, default under PRWT’s or its customers’ contracts, potentially substantial sales losses to PRWT and harm to PRWT’s pharmaceutical business’s reputation.

The market for PRWT’s pharmaceutical business’s products is uncertain and subject to period-to-period revenue fluctuations based on industry conditions and other factors outside of PRWT’s control.

PRWT’s pharmaceutical business may experience substantial period-to-period revenue fluctuations reflecting the industry environment in which it operates and fluctuating levels of customer orders. The drug development process is dictated by the marketplace, drug companies and the regulatory environment. PRWT has no control over the pace of drug development, which drugs get selected for clinical trials, which drugs are approved by the FDA, and, even if approved, the ultimate market potential of such drugs. Recurring sales of PRWT’s pharmaceutical business’s products for discovery or clinical trial stage development programs are not consistent or predictable. The high cancellation rate for drug development programs results in a significant likelihood that there will be no subsequent or “follow-on” sales for any particular drug development program. Accordingly, the level of purchasing by its customers for specific drug development programs varies substantially from period to period.

Sales of Cherokee’s products for marketed drugs provide an opportunity for continuing longer-term sales and the size of the customer orders for marketed drugs can be substantially larger than those for the discovery or clinical trial stages. While not subject to the same high cancellation rate faced by discovery and clinical trial stage drug development programs, the demand for approved drugs remains subject to many uncertainties, including the size of the patient population addressed, efficacy level, drug price, the drug side effects and the existence of other competing drugs. These factors, which are outside of PRWT’s control, affect the level of demand for the drug itself and, therefore, the demand for PRWT’s pharmaceutical business’s products. Since PRWT’s pharmaceutical business’s revenue is composed of sales in all three drug development stages, and since even sales for marketed drugs are subject to cancellation or reduction, PRWT’s pharmaceutical business is likely to continue to experience significant fluctuations in its periodic results.

PRWT’s pharmaceutical business operates from a single location, which makes it vulnerable to any disruption thereof, and demand for its products may not match its manufacturing capacity.

PRWT’s pharmaceutical business utilizes a single site located in Riverside, Pennsylvania, for substantially all of its manufacturing, administrative, research and development and all other functions. Any significant disruption of operations at this location for any reason, such as labor unrest, power interruptions earthquake, drought, floods, explosion, fire, or other events beyond PRWT’s control could adversely affect PRWT’s sales and customer relationships and therefore adversely affect its business which may result in reduced revenues or property damage. While insurance coverage may reimburse PRWT, in whole or in part, for profits lost from such disruptions, any inability of PRWT to provide its pharmaceutical products in the longer-term may irreparably harm its reputation and affect its sales growth expectations and results.

Demand for PRWT’s pharmaceutical products and services is subject to the commercial success of PRWT’s customers’ products, which may vary for reasons outside PRWT’s control.

Even if PRWT is successful in securing utilization of its pharmaceutical products and services in a customer’s manufacturing process, sales of many of its products and services remain dependent on the timing and volume of the customer’s production, over which it has no control. These factors include:

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The demand for PRWT’s pharmaceutical products and services depends on regulatory approvals and frequently depends on the commercial success of the customer’s supported product. Regulatory processes are complex, lengthy, expensive and can often take years to complete. Commercial success of a customer’s product, which would drive demand in their production and commensurate demand for PRWT’s products and services, is dependent on many factors, some of which can change rapidly, despite early positive indications.

If PRWT continues to operate certain of its factories and other operations at the Riverside facility at less than capacity, its gross margins will fall and/or it may have to incur restructuring charges if it chooses to reduce the capacity of or close any of its factories or other operations at the Riverside facility.

When PRWT’s pharmaceutical business experiences excess capacity, its sales revenues may not fully cover its fixed overhead expenses, and its gross margins will fall. If PRWT concludes it has significant, long-term excess capacity, it may decide to permanently close one or more of its factories, and lay off some of its employees. Closures or lay-offs could result in PRWT recording restructuring charges such as severance, other exit costs, and asset impairments.

Lack of early success with entering into production agreements with pharmaceutical and biotechnology customers can shut PRWT out of future business with those customers.

A number of the products and services PRWT sells to pharmaceutical and biotechnology customers are incorporated into the customers’ drug manufacturing processes. In some cases, once a customer chooses a particular product for use in a drug manufacturing process, it is unlikely that the customer will later switch to a competing alternative. In many cases, the regulatory license for the product will specify the products qualified for use in the process. Obtaining the regulatory approvals needed for a change in the manufacturing process is time consuming, expensive and uncertain. Accordingly, if a pharmaceutical or biotechnology customer does not select PRWT’s pharmaceutical products early in its manufacturing design phase for any number of reasons including but not limited to cost, ease of use, ability to supply large quantities or similar reasons, PRWT may lose the opportunity to participate in the customer’s manufacturing of such product. Because PRWT’s pharmaceutical business faces competition in this market from other companies, it runs the risk that its competitors could win significant early business with a customer making it difficult for PRWT to recover that late stage commercialization opportunity.

The manufacture of many of PRWT’s pharmaceutical products is a highly exacting and complex process, and if PRWT or one of its suppliers encounters problems manufacturing products, PRWT's pharmaceutical business could suffer.

The manufacture of many of PRWT's pharmaceutical products is a highly exacting and complex process, due in part to strict regulatory requirements. Problems may arise during manufacturing for a variety of reasons, including equipment malfunction, failure to follow specific protocols and procedures, problems with raw materials, natural disasters and environmental factors. If problems arise during the production of a batch of product, that batch of product may have to be discarded. This could, among other things, lead to increased

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costs, lost revenue, damage to customer relations, time and expense spent investigating the cause, increased unused capacity and, depending on the cause, similar losses with respect to other batches or products. If problems are not discovered before the product is released to the market, recall and product liability costs may also be incurred. To the extent PRWT’s pharmaceutical business or one of its suppliers experiences significant manufacturing problems, this could have a material adverse effect on PRWT's revenues and profitability.

PRWT’s pharmaceutical business relies on third-party suppliers for some important ingredients and products that it cannot manufacture.

PRWT purchases from third-party suppliers some important ingredients and products for its pharmaceutical business that it cannot manufacture. From time to time, PRWT has experienced shortages of certain ingredients used in antibiotic production, although it has been able to maintain its production schedule. PRWT currently has supply agreements with several suppliers of most of these ingredients and products. However, in some instances, PRWT purchases only from a single or limited number of sources. There is a sole source supplier for an ingredient used in an API for another customer. Prior to PRWT’s acquisition of the Riverside Facility, this ingredient was manufactured at the facility. PRWT believes that if the supplier was to cease supplying the ingredient, PRWT could obtain the formula from the customer and manufacture the ingredient without materially disrupting production. With respect to other single source products, in many cases, PRWT has long-term contracts with its suppliers and believes that alternative sources are available for all such ingredients without materially disrupting production. Two suppliers provide approximately 50% of the raw materials purchased in 2008, although PRWT believes that alternative sources are readily available without disrupting production. Furthermore, PRWT’s suppliers and vendors may not provide these ingredients and products in the quantities requested, in a timely manner or at a price PRWT is willing to pay. A loss of any of PRWT’s key single source suppliers could have a material adverse effect on its financial position, results of operations or cash flows. Increased demand for some of PRWT’s pharmaceutical products can occasionally exceed the existing supply of some important ingredients and components that PRWT does not manufacture. An interruption in supply of such ingredients and components that PRWT is unable to remedy could result in its inability to deliver its products on a timely basis, which, in turn, could have a material adverse effect on its financial position, results of operations or cash flows.

Defects or failures associated with products distributed by PRWT’s pharmaceutical customers could lead to recalls or safety alerts and negative publicity.

Manufacturing flaws, component failures, design defects, off label uses or inadequate disclosure of product related information could result in an unsafe condition or the injury or death of a patient. These problems could lead to a recall of, or issuance of a safety alert relating to, PRWT’s customers’ products and result in significant costs and negative publicity. PRWT’s customers also may undertake voluntarily to recall products or temporarily shut down production lines based on internal safety and quality monitoring and testing data. In the event of a recall of a customer’s product due to problems with a PRWT supplied component, PRWT may be required to reimburse its customer for the component included in the recalled product, the customer’s cost in manufacturing the recalled product and all expenses incurred in connection with the recall. Any of the foregoing problems could disrupt PRWT’s pharmaceutical business and have a material adverse effect on PRWT’s pharmaceutical business, results of operations, financial condition and cash flows.

The intellectual property of PRWT’s pharmaceutical clients may be damaged, misappropriated, stolen or lost while in PRWT’s possession, subjecting it to litigation and other adverse consequences.

In the course of providing services to its clients, PRWT may have possession of or access to their intellectual property, including databases, software masters, certificates of authenticity and similar valuable intellectual property. If PRWT’s clients’ intellectual property is damaged, misappropriated, stolen or lost, it could suffer:

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Risks Related to PRWT’s BPS and Facilities Management Businesses

The stockholders’ agreement governing USF, the entity through which PRWT’s facilities management business is conducted, contains terms which could adversely affect PRWT’s investment in USF.

PRWT owns 51% of USF, James Dobrowolski, President of USF, owns 20% of USF, and two other individuals own the remaining 29% of USF. The stockholders agreement contains rights of first refusal, tag along rights and restrictions on transfers of USF stock. The stockholders agreement, as amended, also requires approval by 66 2/3% of USF’s stockholders for any merger, consolidation, reorganization, division, dissolution, liquidation or winding up of USF, or sale, lease or other disposition of a majority of the assets of USF, to issue capital stock of USF or any security convertible into or exchangeable for capital stock of USF or to amend USF’s articles of incorporation or by-laws. These provisions could restrict PRWT’s ability to operate PRWT as it chooses and could limit PRWT’s ability to realize the maximum value of its investment in PRWT if the other USF stockholders vote against any action PRWT deems advantageous for USF or exercise any other such rights.

PRWT’s ability to recover capital investments in connection with its contracts is subject to risk.

In order to attract and retain large outsourcing contracts PRWT in conjunction with its partners sometimes makes significant capital investments to perform its services under such contracts, such as purchases of information technology equipment and costs incurred to develop and implement software. The net book value of such assets recorded, including a portion of PRWT’s intangible assets, could be impaired, and its earnings and cash flow could be materially adversely affected in the event of the early termination of all or a part of such a contract or the reduction in volumes and services thereunder for reasons such as, among other things, a client’s merger or acquisition, divestiture of assets or businesses, business failure or deterioration, or a client’s exercise of contract termination rights.

PRWT’s BPS and facilities management businesses’ cost of performing under time and materials and fixed-price and transaction contracts may exceed its revenue.

The services provided by PRWT’s BPS and facilities management businesses have four distinct pricing structures: cost-plus, fixed-price, time and materials and transaction price. Approximately 17% and 17% of PRWT’s revenues were derived from fixed-price and time and materials contracts, respectively. With cost-plus contracts, so long as actual costs incurred are within the contract ceiling and allowable under the terms of the contract, PRWT is entitled to reimbursement of the costs plus a stipulated profit amount. PRWT assumes financial risk on time-and-materials and fixed-price contracts, because PRWT assumes the risk of performing those contracts at the stipulated prices or negotiated hourly rates. If PRWT does not accurately estimate ultimate costs and control costs during performance of the work, it could lose money on a particular contract or have lower than anticipated margins. PRWT also assumes the risk of damage or loss to federal government property and PRWT is responsible for third party claims under fixed-price contracts.

PRWT’s results of operations could be negatively affected if it cannot expand and develop its services and solutions in response to changes in technology and client demand.

The success of PRWT’s BPS and facilities management businesses depends on their ability to develop and implement systems integration and technology, and outsourcing services and solutions that anticipate and respond to rapid and continuing changes in technology, industry developments and client and customer needs. PRWT may not be successful in anticipating or responding to these developments on a timely basis, and its offerings may not be successful in the marketplace. Implementing new services or solutions for its clients may entail more risk than supplying existing offerings. Also, services, solutions and technologies offered by current or future competitors may make PRWT’s BPS and facilities management services or solutions offerings uncompetitive or obsolete. Any one of these circumstances could have a material adverse effect on its ability to obtain or successfully deliver client work.

PRWT’s BPS and facilities management work with governmental clients exposes it to additional risks inherent in the government contracting environment.

PRWT’s BPS and facilities management clients include national, state and local governmental entities and general contractors for these entities. PRWT’s government work carries various risks inherent in the government contracting process. These risks include, but are not limited to, the following:

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The occurrences or conditions described above could affect not only PRWT’s business with the particular government agency involved, but also PRWT’s business with other agencies of the same or other governmental entities. Additionally, because of their visibility and political nature, government projects may present a heightened risk to PRWT’s reputation. Either of these could have a material adverse effect on PRWT’s business or its results of operations.

Budget deficits and/or fluctuations in the number of requests for proposals issued by state and local governments and their agencies may adversely impact PRWT’s BPS and facilities management businesses.

Approximately 12.3% of PRWT’s consolidated revenues for the year ended December 31, 2008 were derived from contracts with state and local and federal governments and their agencies or general contractors to these entities through which PRWT is a subcontractor. From time to time, state and local government clients may face budget deficits. Also, the number of requests for proposals issued by state and local government agencies are subject to fluctuation. A significant number of government contracts have provisions permitting termination by the contracting government agency for convenience. If state and local budgets were

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to be reduced, then services PRWT provided could become non-essential and their contracts could be terminated and future contracting opportunities for government contracts could be limited. Such an event could reduce PRWT’s revenues and profitability.

PRWT’s BPS and facilities management contracts and subcontracts are generally subject to a competitive bidding process that may affect their ability to win contract awards or renewals in the future.

PRWT’s BPS and facilities management contracts generally are awarded to them through a formal competitive process in which they may have multiple competitors. Upon expiration, these contracts may be subject, once again, to a competitive bid process if applicable. PRWT’s facilities management contract for the Social Security Administration Mid-Atlantic Service Center in Philadelphia expires September 30, 2009 and has been opened up for competitive bids by the government agency. This contract bid has been set aside for small businesses, and PRWT does not qualify to bid on the contract as a small business. PRWT has requested that the Social Security Administration reconsider its set aside decision. The Social Security Administration contract accounted for approximately $8.8 million of PRWT’s revenues for the year ended December 31, 2008 and $1.6 million of PRWT’s revenues for the three months ended March 31, 2009. PRWT may not be successful in winning its request or contract awards or bids in the future. PRWT’s failure to renew or replace existing contracts when they expire would reduce PRWT’s future revenues and could have a material adverse effect on PRWT’s business, financial condition, or results of operations.

PRWT’s contracts with U.S. government agencies and subcontracts with general contractors to these agencies are subject to competition and are awarded on the basis of technical merit, personnel qualifications, experience, and price. PRWT’s business, financial condition, and results of operations could be materially affected to the extent that U.S. government agencies believe its competitors offer a more attractive combination of the foregoing factors. In addition, new U.S. government contract awards are subject to protest by competitors at the time of award that can result in the re-opening of the competition or evaluation process, the award of the subject contract to a competitor, or the reopening of the sealed bidding process. PRWT considers bid protests to be a customary element in the process of procuring U.S. government contracts.

PRWT could be subject to liabilities if its subcontractors or the third parties with whom it partners cannot deliver their project contributions on time or at all.

Large and complex arrangements often require that PRWT utilize subcontractors or that PRWT’s services and solutions incorporate or coordinate with the software, systems or infrastructure requirements of other vendors and service providers. PRWT’s ability to serve its clients and deliver and implement its solutions in a timely manner depends on the ability of these subcontractors, vendors and service providers to meet their project obligations in a timely manner, as well as on PRWT’s effective oversight of their performance. The quality of PRWT’s services and solutions could suffer if its subcontractors or the third parties with whom it partners do not deliver their products and services in accordance with project requirements. Additionally, an allegation of improper activity, even if not proven, could result in adverse publicity and damage to PRWT’s reputation and business.

If PRWT’s BPS and facilities management pricing structures do not accurately anticipate the cost and complexity of performing its work, then PRWT’s contracts could be unprofitable.

PRWT negotiates pricing terms with its clients utilizing a range of pricing structures and conditions. Depending on the particular contract, these include time-and-materials pricing, fixed-price and transaction pricing, and contracts with features of both of these pricing models. PRWT’s pricing is highly dependent on PRWT’s internal forecasts and predictions about its projects and the marketplace, which might be based on limited data and could turn out to be inaccurate. If PRWT does not accurately estimate the costs and timing for completing projects, its contracts could prove unprofitable for PRWT or yield lower profit margins than anticipated. PRWT could face greater risk when pricing its outsourcing contracts, as many of its outsourcing projects entail the coordination of operations and workforces in multiple locations, utilizing workforces with different skills and competencies and geographically distributed service centers. PRWT’s pricing, cost and profit margin estimates on outsourcing work frequently include anticipated long-term cost savings from transformational productivity gains and other initiatives that PRWT expects to achieve and sustain over the life of the outsourcing contract. There is a risk that PRWT will underprice its contracts or aggressively price

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its contracts due to competitive pricing pressures, fail to accurately estimate the costs of performing the work or fail to accurately assess the risks associated with potential contracts. In particular, any increased or unexpected costs, delays or failures to achieve anticipated cost savings, or unexpected risks PRWT encounter in connection with the performance of this work, including those caused by factors outside PRWT’s control, could make these contracts less profitable or unprofitable, which could have an adverse effect on PRWT’s profit margin.

PRWT’s BPS and facilities management services or solutions could infringe upon the intellectual property rights of others or PRWT might lose its ability to utilize the intellectual property of others.

PRWT cannot be sure that the BPS and facilities management services and solutions it provides, or the solutions of others that it offers to its clients, do not infringe on the intellectual property rights of third parties, and PRWT could have infringement claims asserted against it or against its clients. These claims could harm PRWT’s reputation, cost it money and prevent it from offering some services or solutions. In a number of its BPS and facilities management contracts, PRWT agrees to indemnify its clients for expenses or liabilities resulting from claimed infringements of the intellectual property rights of third parties. In some instances, the amount of these indemnities could be greater than the revenues PRWT receives from the client. Any claims or litigation in this area, whether PRWT ultimately wins or loses, could be time-consuming and costly, injure their reputation or require them to enter into royalty or licensing arrangements. PRWT might not be able to enter into these royalty or licensing arrangements on acceptable terms. If a claim of infringement were successful against PRWT or its clients, an injunction might be ordered against its client or its own services or operations, causing further damages. PRWT could lose its ability to utilize the intellectual property of others. Third-party suppliers of software, hardware or other intellectual assets could be acquired or sued, and this could disrupt use of their products or services by PRWT or its clients. If PRWT’s ability to provide BPS and facilities management services and solutions to its clients is impaired, its operating results could be adversely affected.

If the trend toward outsourcing does not continue, PRWT’s business will be adversely affected.

PRWT’s BPS business could be materially adversely affected if the trend toward outsourcing declines or reverses, or if corporations bring previously outsourced functions back in-house. Particularly during general economic downturns, such as the one the U.S. is currently experiencing, businesses may bring in-house previously outsourced functions to avoid or delay layoffs. The continued threat of terrorism within the United States and abroad and the potential for sustained military action may cause disruption to commerce and economic conditions, both domestic and foreign, which could have a material adverse effect upon PRWT’s BPS business and new client prospects.

Competition in PRWT’s industries could limit its ability to attract and retain customers, which could have a material adverse effect on its business.

PRWT’s BPS and facilities management businesses compete with various entities across geographic and business lines, including off-shore service providers in lower-cost locations in the case of the BPS business, and large multinational providers, including the service arms of large global technology providers. Some of PRWT’s BPS and facilities management competitors have greater financial and other resources than PRWT do, are better positioned than PRWT to compete for certain contract opportunities and may be able to use their resources to adapt more quickly to new or emerging technologies, to devote greater resources to the promotion and sale of their products and services, or to obtain client contracts where sizable asset purchases, investments or financing support are required. In addition, some of their competitors, particularly those located in regions with lower costs of doing business, may be able to provide services and solutions at lower costs than PRWT can. PRWT expects that the number of such competitors will grow, as new competitors can easily enter the market and compete with established firms, especially in the facilities maintenance and management business. In addition, PRWT expects increasing participation in the federal government services market by traditional consulting and outsourcing providers that seek to increase their service offerings and/or customer base. In addition, a client may choose to use its own resources rather than engage an outside firm for the types of services PRWT provide. Each of the business disciplines in which PRWT competes is highly competitive on an international, national, regional and local level. In general, there can be no assurance that

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PRWT will be able to compete effectively, to maintain current fee levels or margins, or maintain or increase its market share. Large customers in need of facilities management services are increasingly negotiating multifunction, multisite contracts with large service companies that can provide a full range of services. Similarly, if PRWT’s competitors develop and implement methodologies that yield greater efficiency and productivity, they may be able to offer services similar to PRWT’s at lower prices without adversely affecting their profit margins. If PRWT is unable to provide its clients with superior services and solutions at competitive prices, its results of operations may suffer.

The low cost of entry to the facility services business has led to strongly competitive markets consisting primarily of regional and local owner-operated companies. PRWT’s facilities management business also competes with a few large, diversified facility services and manufacturing companies on a national basis. Indirectly, PRWT’s facilities management business competes with building owners and tenants that can, or may in the future seek to, perform internally one or more of the services that PRWT provides. These building owners and tenants have a competitive advantage in locations where PRWT’s facilities management services are subject to sales tax and internal operations are not. Furthermore, competitors may have lower costs because privately owned companies operating in a limited geographic area may have significantly lower labor and overhead costs. These strong competitive pressures could impede PRWT’s success in bidding for profitable business and PRWT’s ability to increase prices even as costs rise, thereby reducing margins. Further, if revenues decline, PRWT may not be able to reduce expenses correspondingly.

The non-renewal of primary insurance policies or a change in PRWT’s facilities management customers’ insurance needs could adversely affect results.

Many customers, particularly institutional owners and large property management companies, prefer to do business with contractors, such as PRWT’s facilities management business, with significant financial resources, who can provide substantial insurance coverage. In fact, many of the clients of PRWT’s facilities management business choose to obtain insurance coverage for the risks associated with PRWT’s facilities management services by being named as additional insureds under PRWT’s master liability insurance policies and by seeking contractual indemnification for any damages associated with PRWT’s facilities management services. A material change in insurance costs due to a change in the number of claims, costs or premiums could have a material effect on PRWT’s operating profit. In addition, should PRWT be unable to renew its umbrella and other commercial insurance policies at competitive rates, it would have an adverse impact on PRWT’s business, as would catastrophic uninsured claims or the inability or refusal of PRWT’s insurance carriers to pay otherwise insured claims. Furthermore, where PRWT self-insures, a deterioration in claims management, whether by PRWT or by a third party claims administrator, could increase claim costs, particularly in the workers’ compensation area.

In conducting its facilities management business, PRWT depends on other contractors and subcontractors. If these parties fail to satisfy their obligations to PRWT or other parties, or if PRWT is unable to maintain these relationships, its revenue, profitability and growth prospects could be adversely affected.

PRWT depends on contractors and subcontractors in conducting its facilities management business. There is a risk that PRWT may have disputes with its subcontractors arising from, among other things, the quality and timeliness of work performed by the subcontractor, customer concerns about the subcontractor, or PRWT’s failure to extend existing task orders or issue new task orders under a subcontract. In addition, if any of PRWT’s subcontractors fail to deliver on a timely basis the agreed-upon supplies and/or perform the agreed-upon services, PRWT’s ability to fulfill its obligations as a prime contractor may be jeopardized.

PRWT also relies on relationships with other contractors when it acts as their subcontractor or joint venture partner. PRWT’s future revenue and growth prospects could be adversely affected if other contractors eliminate or reduce their subcontracts or joint venture relationships with PRWT, or if a government agency terminates or reduces these other contractors' programs, does not award them new contracts or refuses to pay under a contract.

PRWT depends on its partnership with ACS for substantially all of its BPS business.

PRWT’s BPS business is conducted as a subcontractor and partner to Affiliated Computer Services (“ACS”). If a client of ACS and PRWT’s BPS business were to terminate its relationship with ACS, it is

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likely that the customer would also terminate its relationship with PRWT. The loss of any key BPS customer or the loss or termination of any large-scale project could significantly harm PRWT’s operating results, financial condition and business. In addition, if ACS decides to terminate its partnership with PRWT, PRWT’s operating results, financial condition and BPS business would be adversely affected.

PRWT’s facilities management business may be subject to environmental liability as a result of its role as a property or facility manager.

Various laws and regulations impose liability on real property owners and operators for the cost of investigating, remediating or removing contamination caused by releases of hazardous substances at a property. In PRWT’s role as a property or facility manager, it could be held liable as an operator for such costs. This liability may be imposed without regard to the legality of the original actions and without regard to whether PRWT knew of, or were responsible for, the presence of the hazardous substances. Liability under some of these laws may be strict, joint and several, meaning that one liable party could be held responsible for all costs related to a contaminated site despite the existence of other liable parties. If PRWT fails to disclose environmental issues, it could also be liable to a buyer or lessee of a property. In addition, some environmental laws create a lien on the contaminated site in favor of the government for damages and costs incurred in connection with the contamination. If PRWT incurs any such liability, its business could suffer significantly. Additionally, liabilities incurred to comply with more stringent future environmental requirements could adversely affect PRWT’s facilities management business.

Risks Related to the Merger

PRWT will incur increased costs as a result of being a public company, which may adversely affect its business.

As a public company, PRWT will incur significant legal, accounting and other expenses that it did not incur as a private company. In addition, the Sarbanes-Oxley Act of 2002 and new rules subsequently implemented by the SEC have required changes in corporate governance practices of public companies. PRWT expects these new rules and regulations to significantly increase its legal and financial compliance costs and to make some activities more time consuming and costly. For example, in anticipation of becoming a public company, PRWT will be creating additional board committees and adopting policies regarding internal controls and disclosure controls and procedures in order to comply with public company internal control and disclosure standards.

In connection with the audit of our financial statements for the year ended December 31, 2008, our auditors identified two material weaknesses. The first relates to the initial accounting and ongoing accounting integration of the Cherokee Pharmaceutical segment. The second relates to accounting over non-routine transactions, including PRWT’s 2008 equity transactions. PRWT is currently in the process of remediating these deficiencies, partially through the engagement of outside accounting professionals as consultants. PRWT intends to take further steps to address the deficiencies by hiring additional accounting professionals upon the conclusion of the merger.

PRWT’s auditors have identified material weaknesses in our internal controls over financial reporting. If our current efforts to remediate these material weaknesses fail or we otherwise fail to achieve and maintain effective internal controls over financial reporting on a timely basis, our internal controls would be considered ineffective for purposes of Section 404 of the Sarbanes-Oxley Act.

Our auditors determined that, as of December 31, 2008, we had not fully implemented internal controls regarding the initial accounting and ongoing accounting integration of Cherokee Pharmaceutical, LLC and accounting over non-routine transactions, including PRWT’s 2008 equity transactions. We have begun to remediate these material weaknesses by recruiting additional accounting personnel and implementing a more formal review process at Cherokee Pharmaceuticals, LLC and PRWT so that accounting matters, including the proper accounting for non-routine transactions, will be identified in a timely manner and recorded in accordance with U.S. generally accepted accounting principles. The impact of the material weaknesses have been addressed based on the remediation efforts outlined above and the accounting matters were correctly

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recorded in the December 31, 2008 and 2007 financial statements prior to issuance and the interim unaudited financial statements as of and for the three months ended March 31, 2009 and March 31, 2008 prior to issuance.

If we fail to remedy these internal control deficiencies or if our management cannot favorably assess the effectiveness of our internal controls over financial reporting, or if our auditors identify additional material weaknesses in our internal controls, investor confidence in our financial results may weaken, and our share price may suffer.

PRWT’s internal controls over financial reporting do not currently meet all of the standards contemplated by Section 404 of the Sarbanes-Oxley Act, and failure to achieve and maintain effective internal controls over financial reporting in accordance with Section 404 of the Sarbanes-Oxley Act could have a material adverse effect on its business.

PRWT has begun the process of documenting its internal control procedures to satisfy the requirements of Section 404 (a) and (b), which requires an annual management assessment of the effectiveness of its internal controls over financial reporting and a report by its independent registered public accounting firm on PRWT’s effectiveness of its internal controls over financial reporting. PRWT is in the process of addressing its internal controls over financial reporting and is establishing formal policies, processes and practices related to financial reporting and to the identification of key financial reporting risks, assessment of their potential impact and linkage of those risks to specific areas and activities within its organization.

As a public entity, PRWT will be required to complete its initial assessment in a timely manner. If PRWT is not able to implement and document the necessary policies, processes, and controls to mitigate financial reporting risks, PRWT may not be able to comply with requirements of Section 404 (a) and (b) in a timely manner or with adequate compliance. Matters impacting PRWT’s internal controls may cause it to be unable to report its financial information on a timely basis and thereby subject it to adverse regulatory consequences, including sanctions by the SEC or violations of applicable stock exchange listing rules. There could also be a negative reaction in the financial markets due to a loss of investor confidence in PRWT and the reliability of its financial statements. Confidence in the reliability of PRWT’s financial statements could also suffer if PRWT were to report a material weakness in its internal controls over financial reporting. This could materially adversely affect PRWT and lead to a decline in the price of its common stock.

If KBL is unable to complete the merger with PRWT or another business combination by July 19, 2009, its corporate existence will automatically terminate and, it will be forced to liquidate. In such event, third parties may bring claims against KBL and, as a result, the proceeds held in trust could be reduced and the per-share liquidation price received by stockholders could be less than $7.85 per share.

KBL must complete a transaction with PRWT or another target business by July 19, 2009, when its corporate existence will terminate and it will be required to liquidate. In such event, third parties may bring claims against KBL. Although KBL has obtained waiver agreements from certain vendors and service providers it has engaged and owes money to, and the prospective target businesses it has negotiated with, whereby such parties have waived any right, title, interest or claim of any kind they may have in or to any monies held in the trust account, there is no guarantee that they or other vendors who did not execute such waivers will not seek recourse against the trust account notwithstanding such agreements. As of the date hereof, KBL owes an aggregate of approximately $70,000 to vendors that have not executed a waiver. Furthermore, there is no guarantee that a court will uphold the validity of such agreements. Accordingly, the proceeds held in trust could be subject to claims which could take priority over those of KBL’s public stockholders. Additionally, if KBL is forced to file a bankruptcy case or an involuntary bankruptcy case is filed against it which is not dismissed, the proceeds held in the trust account could be subject to applicable bankruptcy law, and may be included in KBL’s bankruptcy estate and subject to the claims of third parties with priority over the claims of KBL’s stockholders. To the extent any bankruptcy or other claims deplete the trust account, there can be no assurance that KBL will be able to return to its public stockholders at least $7.85 per share.

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Activities taken by existing KBL stockholders and others to increase the likelihood of approval of the merger proposal and other proposals could have a depressive effect on KBL’s stock.

At any time prior to the special meeting, during a period when they are not then aware of any material nonpublic information regarding KBL or its securities, the KBL insiders, PRWT and PRWT’s Stockholders and/or their respective affiliates may purchase shares from institutional and other investors, or execute agreements to purchase such shares from them in the future, or they or KBL may enter into transactions with such persons and others to provide them with incentives to acquire shares of KBL’s common stock and vote the acquired shares in favor of the merger proposal. The purpose of such share purchases and other transactions would be to increase the likelihood of satisfaction of the requirements that the holders of a majority of the Public Shares present (in person or represented by proxy) and entitled to vote on the merger proposal at the meeting vote in its favor and that holders of fewer than 30% of the Public Shares vote against the merger proposal and demand conversion of their Public Shares into cash where it appears that such requirements would otherwise not be met. Entering into any such arrangements may have a depressive effect on KBL’s stock. For example, as a result of these arrangements, an investor or holder may have the ability to effectively purchase shares at a price lower than market and may therefore be more likely to sell the shares he owns, either prior to or immediately after the special meeting. See the sections entitled “Summary of the Proxy Statement/Prospectus — Actions That May Be Taken to Secure Approval of KBL’s Stockholders” and “Beneficial Ownership of Securities — Security Ownership of Certain Beneficial Owners and Management.”

If KBL is unable to effect a business combination and is forced to liquidate, its warrants will expire worthless.

If KBL does not complete the merger or another business combination by July 19, 2009, its amended and restated certificate of incorporation provides that its corporate existence will automatically terminate, and it will distribute to all holders of Public Shares, in proportion to the number of Public Shares held by them, an aggregate sum equal to the amount in the trust fund, inclusive of any interest, plus any remaining net assets. In such event, there will be no distribution with respect to KBL’s outstanding warrants. Accordingly, the warrants will expire worthless.

KBL’s stockholders may be held liable for claims by third parties brought against KBL during the next ten years to the extent of distributions received by them.

KBL’s amended and restated certificate of incorporation provides that KBL will continue in existence only until July 19, 2009. If KBL has not completed a business combination by such date and amended this provision in connection thereto, pursuant to the Delaware General Corporation Law, its corporate existence will cease except for the purposes of winding up its affairs and liquidating. Under Sections 280 through 282 of the Delaware General Corporation Law, stockholders may be held liable for claims by third parties against a corporation to the extent of distributions received by them in a dissolution. If the corporation complies with certain procedures set forth in Section 280 of the Delaware General Corporation Law intended to ensure that it makes reasonable provision for all claims against it, including a 60-day notice period during which any third-party claims can be brought against the corporation, a 90-day period during which the corporation may reject any claims brought, and an additional 150-day waiting period before any liquidating distributions are made to stockholders, any liability of stockholders with respect to a liquidating distribution is limited to the lesser of such stockholder’s pro rata share of the claim or the amount distributed to the stockholder, and any liability of the stockholder would be barred after the third anniversary of the dissolution. However, if KBL has not completed a business combination by July 19, 2009 and amended this provision in connection therewith, it is KBL’s intention to make liquidating distributions to its stockholders as soon as reasonably possible after July 19, 2009 and, therefore, it does not intend to comply with those procedures.

Because KBL will not be complying with those procedures, it is required, pursuant to Section 281 of the Delaware General Corporation Law, to adopt a plan that will provide for its payment, based on facts known to it at such time, of (i) all existing claims, (ii) all pending claims and (iii) all claims that may be potentially brought against it within the subsequent 10 years. Accordingly, KBL would be required to provide for any creditors known to it at that time or those that it believes could be potentially brought against it within the subsequent 10 years prior to distributing the funds held in the trust to stockholders. KBL cannot assure you that it will properly assess all claims that may be potentially brought against it. As such, KBL’s stockholders

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could potentially be liable for any claims to the extent of distributions received by them (but no more), and any liability of KBL’s stockholders may extend well beyond the third anniversary of such date. Accordingly, there can be no assurance that third parties will not seek to recover from KBL’s stockholders amounts owed to them by KBL.

If KBL is forced to file a bankruptcy case or an involuntary bankruptcy case is filed against it which is not dismissed, any distributions received by stockholders could be viewed under applicable debtor/creditor and/or bankruptcy laws as either a “preferential transfer” or a “fraudulent conveyance.” As a result, a bankruptcy court could seek to recover all amounts received by KBL’s stockholders. Furthermore, because KBL intends to distribute the proceeds held in the trust fund to its public stockholders promptly after July 19, 2009 if it has not completed a business combination by such date, this may be viewed or interpreted as giving preference to KBL’s public stockholders over any potential creditors with respect to access to or distributions from KBL’s assets. Furthermore, KBL’s board may be viewed as having breached their fiduciary duties to KBL’s creditors and/or may have acted in bad faith, thereby exposing itself and KBL to claims of punitive damages, by paying public stockholders from the trust fund prior to addressing the claims of creditors. There can be no assurance that claims will not be brought against KBL for these reasons.

Holders of New Pubco’s warrants will not be able to exercise their warrants if an effective registration statement is not in place when they desire to do so.

No public warrant will be exercisable and New Pubco will not be obligated to issue shares of common stock unless, at the time a holder seeks to exercise such public warrant, a prospectus relating to the common stock issuable upon exercise of the warrant is current. Under the terms of the warrant agreement, New Pubco will be required to use its best efforts to meet these conditions and to maintain a current prospectus relating to the shares of common stock issuable upon exercise of the warrants until the expiration of the warrants. However, there can be no assurance that New Pubco will be able to do so, and if it does not maintain a current prospectus related to the shares of common stock issuable upon exercise of the warrants, holders will be unable to exercise their warrants. Additionally, New Pubco will have no obligation to settle the warrants for cash or “net cash settle” any warrant exercise. Accordingly, if the prospectus relating to the common stock issuable upon the exercise of the warrants is not current, the warrants may have no value, the market for the warrants may be limited and the warrants may expire worthless. If the warrants expire worthless, this would mean that a person who paid $8.00 for a unit in KBL’s IPO and who did not sell the warrant included in the unit would have effectively paid $8.00 for one share of KBL common stock.

An investor will only be able to exercise a warrant if the issuance of New Pubco common stock upon such exercise has been registered or qualified or is deemed exempt under the securities laws of the state of residence of the holder of the warrants.

No warrants will be exercisable by a warrant holder and New Pubco will not be obligated to issue shares of common stock unless the shares of common stock issuable upon such exercise have been registered or qualified or deemed to be exempt under the securities laws of the state of residence of the holder of the warrants. New Pubco is seeking to have its securities listed on NASDAQ or another national securities exchange, which would provide an exemption from registration in every state. If New Pubco’s securities are not accepted for listing on NASDAQ or another national securities exchange upon the consummation of the merger, they may instead be quoted on the OTCBB. If New Pubco’s securities are so listed on NASDAQ or another national securities exchange, at the time that the warrants become exercisable (following completion of the merger), KBL believes holders in every state will be able to exercise their warrants as long as its prospectus relating to the shares of common stock issuable upon exercise of the warrants is current. However, there can be no assurance of this fact. If a warrant holder is unable to exercise his warrant in a particular state, he may be forced to sell his warrant and therefore lose out of the benefit of purchasing New Pubco common stock. Furthermore, the price he receives for his warrant may not equal the difference between the exercise price and the stock price.

New Pubco’s warrants may be exercised in the future, which would increase the number of shares eligible for future resale in the public market and result in dilution to the former holders of KBL common stock.

Redeemable warrants to purchase an aggregate of 12,050,000 shares of New Pubco common stock (issued in exchange for all of the currently outstanding KBL warrants other than the approximately 7,273,000

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KBL warrants purchased by PRWT which PRWT intends to retire) will be issued and become exercisable after the consummation of the merger. These warrants likely will be exercised only if the $6.00 per share exercise price is below the market price of the shares of New Pubco common stock. To the extent such warrants are exercised, additional shares of New Pubco common stock will be issued, which will result in dilution in the ownership of New Pubco by the current holders of KBL common stock and increase the number of shares eligible for resale in the public market. Sales of substantial numbers of such shares in the public market could adversely affect the market price of New Pubco common stock. Furthermore, for each share issued upon the exercise of a New Pubco warrant, one of the EBITDA Escrow Shares will be issued and released to the PRWT Stockholders, up to a maximum of 8,000,000 shares. Accordingly, each warrant exercise could result in two shares of New Pubco common stock eventually entering the public market. All or a portion of the EBITDA Escrow Shares will also be released to the PRWT Stockholders if New Pubco achieves EBITDA of at least $25 million in fiscal 2009, EBITDA of at least $30 million in fiscal 2010 and/or EBITDA of at least $40 million in fiscal 2011. Sales of substantial numbers of such shares in the public market could adversely affect the market price of New Pubco’s common stock.

If KBL stockholders fail to vote against the merger proposal and fail to deliver their shares in accordance with the conversion requirements specified in this proxy statement/prospectus, they will not be entitled to convert their shares of common stock of KBL into a pro rata portion of the trust account.

KBL stockholders holding Public Shares who affirmatively vote against the merger proposal may demand that KBL convert their shares into a pro rata portion of the trust account, calculated as of two business days prior to the anticipated consummation of the merger. KBL stockholders who seek to exercise this conversion right must affirmatively vote against the merger and deliver their stock (either physically or electronically) to KBL’s transfer agent prior to the meeting. Any KBL stockholder who fails to vote against the merger proposal and who fails to deliver his or her stock will not be entitled to convert his or her shares into a pro rata portion of the trust account for conversion of his or her shares. See the section entitled “Special Meeting of KBL Stockholders — Conversion Rights” for the procedures to be followed if you wish to convert your shares to cash.

New Pubco’s securities may not be listed on a national securities exchange, which could limit investors’ ability to make transactions in New Pubco’s securities and subject New Pubco to additional trading restrictions.

KBL and PRWT will seek listing of New Pubco’s securities on NASDAQ or another national securities exchange as soon as practicable in connection with the merger. New Pubco will be required to meet such exchange’s initial listing requirements to be listed. New Pubco may not be able to meet those initial listing requirements. Even if such application is accepted and New Pubco’s securities are so listed, New Pubco may be unable to maintain the listing of its securities in the future.

If NASDAQ or another national securities exchange does not list New Pubco’s securities for trading on its exchange, New Pubco’s securities may instead be quoted on the OTCBB. New Pubco could face significant material adverse consequences, including:

New Pubco’s stock price could fluctuate and could cause you to lose a significant part of your investment.

Following consummation of the merger, the market price of New Pubco’s securities may be influenced by many factors, some of which are beyond its control, including those described above and the following:

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Future sales of New Pubco shares may cause the market price of its securities to drop significantly, even if the business is doing well.

The current holders of common stock of PRWT will be able to sell their shares of New Pubco common stock they receive in the merger on the six-month anniversary of the consummation of the merger, provided that the audit committee of the board of directors of New Pubco must consent to all sales until December 31, 2012 and provided further that New Pubco has a right of first refusal with respect to any sale proposed to be made after December 31, 2012 and until December 31, 2015. Further, the KBL Founders will be able to sell their Founders’ Shares commencing six months after the closing of the merger. The sale by any of the foregoing, or entities they control or their permitted transferees, could cause the market price of our securities to decline. In addition, the release of the EBITDA Escrow Shares to the PRWT Stockholders could result in a substantial number of additional shares of New Pubco common stock in the public market, which could adversely affect the market price of New Pubco common stock.

New Pubco’s ability to request indemnification from the PRWT Stockholders for damages arising out of the merger is limited in certain instances to those claims where damages exceed $1,000,000 and is also limited to the shares of common stock placed in escrow.

To provide a fund to secure the indemnification obligations of the PRWT Stockholders to New Pubco against losses that the surviving entity of the merger may sustain in excess of $1,000,000 as a result of (i) the inaccuracy or breach of any representation or warranty made by PRWT in the merger agreement or any schedule or certificate delivered by them in connection with the merger agreement and (ii) the non-fulfillment or breach of any covenant or agreement made by PRWT in the merger agreement, the current holders of common stock of PRWT will place in escrow (with an independent escrow agent) an aggregate of 941,211 shares of New Pubco common stock (“Escrow Fund”), which will be canceled to the extent that New Pubco has damages for which it is entitled to indemnification. Other than with respect to claims of fraud or intentional or willful misrepresentation or omission, the escrow will be the sole remedy for New Pubco for its rights to indemnification pursuant to the merger agreement. Claims for indemnification may be asserted against the escrow by New Pubco once its damages exceed a deductible and will be reimbursable to the full extent of the damages in excess of such amount up to a maximum of the escrowed funds. Claims for indemnification may be asserted until 30 days after the date on which New Pubco has filed its annual report on Form 10-K for the fiscal year ending December 31, 2010 (“Final Escrow Release Date”). On the date that

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is 30 days after the date on which New Pubco has filed its annual report on Form 10-K for the fiscal year ending December 31, 2009, 50% of the shares held in the Escrow Fund, less any applied in satisfaction of or reserved with respect to indemnification claims, will be released to the PRWT Stockholders. On the Final Escrow Release Date, the remaining shares in the Escrow Fund, less any applied in satisfaction of or reserved with respect to indemnification claims, will be released to the PRWT Stockholders. A copy of the escrow agreement is attached to this proxy statement/prospectus as Annex D.

KBL’s and PRWT’s current directors and executive officers have certain interests in consummating the merger that may have influenced their decision to approve the business combination.

KBL’s Founders beneficially own Founders’ Shares that they purchased prior to KBL’s IPO. Additionally, the directors, officers and certain advisors of KBL purchased 2,075,000 Sponsors’ Warrants in a private placement that occurred simultaneously with KBL’s IPO. Such persons are not entitled to receive any of the cash proceeds that may be distributed upon KBL’s liquidation with respect to shares they acquired prior to KBL’s IPO. Therefore, if the merger is not approved and KBL does not consummate another business combination by July 19, 2009 and is forced to liquidate, such Founders’ Shares and Sponsors’ Warrants held by such persons will be worthless. As of the June 22, 2009, the record date for the special meeting, KBL’s Founders held $29,400,000 in common stock (based on a market price of $7.84) and $1,120,500 in warrants (based on a market price of $0.54). See the section entitled “The Merger Proposal — Interests of KBL’s Directors and Officers and Others in the Merger.”

Additionally, the transactions contemplated by the merger agreement provide that Michael D. Kaswan, KBL’s Chief Operating Officer, will become a director of New Pubco after the closing of the merger. As such, in the future he will receive any cash fees, stock options or stock awards that the New Pubco board of directors determines to pay to its non-executive directors. Further, PRWT and KBL Healthcare Management, Inc., an affiliate of certain of the KBL Founders, are negotiating the terms of a strategic services agreement, to be effective upon consummation of the merger, that will pay KBL Healthcare Management, Inc. up to $250,000 per year. PRWT owns approximately 7,273,000 warrants of KBL and Jerry Johnson, PRWT’s Vice Chairman, owns 1,500,000 warrants of KBL. While PRWT intends to retire all of the warrants owned by it upon consummation of the merger with KBL, Mr. Johnson intends to hold his warrants for investment purposes. If the merger with KBL is not consummated, Mr. Johnson’s KBL warrants will become worthless. In addition, prior to the consummation of the merger PRWT will enter into new employment agreements with each of Jerry Johnson and Murvin Lackey, President of Distribution of Cherokee Pharmaceuticals, which become effective upon consummation of the merger with KBL.

These financial interests of KBL’s Founders and certain of PRWT’s officers may have influenced their decision to approve the merger and to continue to pursue the merger. In considering the recommendations of KBL’s board of directors to vote for the merger proposal and other proposals, you should consider these interests.

KBL’s chairman, chief executive officer and chief operating officer are liable to ensure that proceeds of the trust are not reduced by vendor claims in the event the merger is not consummated. Such liability may have influenced their decision to approve the merger with PRWT.

If KBL liquidates prior to the consummation of a business combination, Zachary C. Berk, O.D., KBL’s chairman of the board, Marlene R. Krauss, M.D., KBL’s chief executive officer, and Michael D. Kaswan, KBL’s chief operating officer will be personally liable to ensure that the proceeds in the trust account are not reduced by the claims of target businesses or claims of vendors or other entities that are owed money by KBL for services rendered or contracted for or products sold to KBL, but only if such entities did not execute a waiver. On the other hand, if KBL consummates the merger, New Pubco will be liable for all such claims. Neither KBL nor Drs. Berk or Krauss or Mr. Kaswan has any reason to believe that Drs. Berk and Krauss and Mr. Kaswan will not be able to fulfill their indemnity obligations to KBL if required to do so.

Additionally, if KBL is required to be liquidated and there are no funds remaining to pay the costs associated with the implementation and completion of such liquidation, Drs. Berk and Krauss and Mr. Kaswan have agreed to advance KBL the funds necessary to pay such costs and complete such liquidation (currently anticipated to be no more than approximately $15,000) and not to seek repayment for such expenses. If KBL

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consummates the merger, Drs. Berk and Krauss and Mr. Kaswan will no longer be responsible for such expenses. See the section entitled “Other Information Related to KBL — KBL’s Management’s Discussion and Analysis of Financial Condition and Results of Operations” for further information.

These personal obligations may have influenced Drs. Berk and Krauss and Mr. Kaswan in the decision to approve KBL’s transaction with PRWT and to continue to pursue the merger. In considering the recommendations of KBL’s board of directors to vote for the merger proposal and other proposals, you should consider these interests.

The exercise of KBL’s or PRWT’s directors’ and officers’ discretion in agreeing to changes or waivers in the terms of the merger may result in a conflict of interest when determining whether such changes to the terms of the merger or waivers of conditions are appropriate and in KBL’s or PRWT’s stockholders’ best interest.

In the period leading up to the closing of the merger, events may occur that, pursuant to the merger agreement, would require KBL or PRWT to agree to amend the merger agreement, to consent to certain actions taken by the other party or to waive rights that KBL or PRWT is entitled to under the merger agreement. Such events could arise because of changes in the course of PRWT’s business, a request by PRWT to undertake actions that would otherwise be prohibited by the terms of the merger agreement or the occurrence of other events that would have a material adverse effect on PRWT’s business and would entitle a party to terminate the merger agreement. In any of such circumstances, it would be discretionary on KBL or PRWT, acting through its board of directors, to grant its consent or waive its rights. The existence of the financial and personal interests of the directors described in the preceding risk factors may result in a conflict of interest on the part of one or more of the directors between what he may believe is best for KBL or PRWT and what he may believe is best for himself in determining whether or not to take the requested action.

If the merger is completed, a large portion of the funds in the trust account established by KBL in connection with its IPO for the benefit of the holders of the Public Shares will be used to pay KBL stockholders that exercise their conversion rights and will be used for the purchase, directly or indirectly, of Public Shares. As a consequence, if the merger is completed, such funds will not be available to New Pubco for working capital and general corporate purposes, and the number of beneficial holders of New Pubco’s securities may be reduced to a number that may preclude the quotation, trading or listing of KBL’s securities other than on the Over-the-Counter Bulletin Board.

The trust account is expected to be in excess of $135,000,000 at closing. Such funds will be used at the closing to pay approximately $4,140,000 to the underwriters in KBL’s IPO for deferred underwriting discounts and commissions, $3,500,000 for cash being paid to PRWT Stockholders as part of the merger consideration and approximately $1,825,000 for transaction expenses. The balance of funds in KBL’s trust account would be available to New Pubco for working capital and general corporate purposes. However, pursuant to KBL’s amended and restated certificate of incorporation, holders of Public Shares may vote against the merger proposal and demand that KBL convert their shares, calculated as of two business days prior to the anticipated consummation of the merger, into a pro rata share of the trust account where a substantial portion of the net proceeds of the IPO are held. KBL and PRWT may not consummate the merger if holders of 5,175,000 or more Public Shares exercise these conversion rights. Furthermore, in order to comply with the PRWT Majority Requirement, the PRWT Stockholders must own at least 58% of New Pubco’s outstanding common stock upon consummation of the merger (including the 941,211 shares held by them to be placed in escrow upon the consummation of the merger). In order to ensure that holders of fewer than 5,175,000 Public Shares elect to convert their shares and in order to give effect to the PRWT Majority Requirement, up to $100,947,500 of the funds in the trust account may be used to acquire Public Shares, either from holders thereof who vote against the merger proposal and elect to convert their shares into cash or from holders thereof who have indicated their intention to do so but first sell their shares to KBL, New Pubco, PRWT or their affiliates so such shares will be voted in favor of the merger proposal. As a consequence of such purchases,

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Accordingly, it is possible that only approximately $25,000,000 of the funds released to New Pubco upon consummation of the merger will be available for working capital and general corporate purposes. If such amount is insufficient to fund New Pubco’s working capital requirements, New Pubco would need to seek to borrow funds necessary to satisfy such requirements. KBL cannot assure you that such funds would be available to New Pubco on terms favorable to it or at all. If such funds were not available to New Pubco, it may adversely affect New Pubco’s operations and profitability.

Because funds in KBL’s trust account will likely be used to purchase, directly or indirectly, Public Shares from holders thereof who have indicated an intention to vote against the merger proposal and to convert their Public Shares into cash, which action was not disclosed in the prospectus for KBL’s IPO, holders of Public Shares at the time of the merger who purchased their units in the IPO and have not converted their shares into cash may have rights to rescind their purchases and assert a claim for damages therefor against KBL, New Pubco and its directors and officers and the former directors and officers of KBL.

The prospectus issued by KBL in its IPO did not disclose that funds in the trust account might be used to purchase Public Shares from holders thereof who have indicated their intention to vote against the merger and convert their shares into cash. Consequently, such use of the funds in the trust account might be grounds for a holder of Public Shares who purchased them in the IPO and still held them at the time of the merger without seeking to convert them into cash to seek rescission of the purchase of the units he acquired in the IPO. A successful claimant for damages under federal or state law could be awarded an amount to compensate for the decrease in value of his or her shares caused by the alleged violation (including, possibly, punitive damages), together with interest, while retaining the shares.

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SELECTED HISTORICAL CONSOLIDATED FINANCIAL INFORMATION

KBL and PRWT are providing the following selected historical financial information to assist you in your analysis of the financial aspects of the merger.

PRWT’s consolidated balance sheet data as of December 31, 2008 and December 31, 2007 and statements of operations for the years ended December 31, 2008, 2007 and 2006 are derived from PRWT’s audited consolidated financial statements which are included elsewhere in this proxy statement/prospectus. PRWT’s consolidated balance sheet data as of and December 31, 2006, 2005 and 2004 and statements of operations for the years ended December 31, 2005 and 2004 are derived from PRWT’s audited financial statements not included in this proxy statement/prospectus. PRWT’s consolidated balance sheet data as of March 31, 2009 and statement of operations for the three months ended March 31, 2009 and 2008 was derived from PRWT’s unaudited consolidated financial statements which are included elsewhere in this proxy statement/prospectus.

KBL’s balance sheet data as of December 31, 2008 and December 31, 2007 and statements of income data for the year ended December 31, 2008, and for the period from January 9, 2007 (inception) through December 31, 2007 and for the period from January 9, 2007 (inception) through December 31, 2008 are derived from KBL’s audited financial statements, which are included elsewhere in this proxy statement/prospectus. KBL’s balance sheet data as of March 31, 2009 and statements of income data for the three months ended March 31, 2009 and 2008 was derived from KBL’s unaudited consolidated financial statements which are included elsewhere in this proxy statement/prospectus.

The information is only a summary and should be read in conjunction with each of KBL’s and PRWT’s historical financial statements and related notes and “Other Information Related to KBL — KBL’s Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “PRWT’s Management’s Discussion and Analysis of Financial Condition and Results of Operations” contained elsewhere herein. The historical results included below and elsewhere in this proxy statement/prospectus are not indicative of the future performance of New Pubco.

During December 2007, PRWT acquired an active pharmaceutical ingredients manufacturing facility through its wholly owned subsidiary, Cherokee Pharmaceuticals, LLC. See PRWT’s management’s discussion and analysis of financial condition and results of operations as well as the audited consolidated financial statements as of December 31, 2008 and 2007 and accompanying notes included in this proxy statement/prospectus for further discussion.

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SELECTED HISTORICAL CONSOLIDATED FINANCIAL INFORMATION — 
PRWT SERVICES, INC.
(In Thousands, Except per Share Data)

Consolidated Statements of Operations Data

		Three Months Ended March 31,		Year Ended December 31
		2009		2008		2008		2007		2006		2005		2004
		(Unaudited)
Revenues:
Service revenue		$	18,947			$	21,031			$	81,568			$	75,322			$	66,461			$	68,923			$	69,839
Product revenue			45,513				8,196				83,777				—				—				—				—
Total			64,460				29,227				165,345				75,322				66,461				68,923				69,839
Cost of Revenue:
Cost of service revenue			16,973				18,367				71,676				66,108				58,113				59,640				61,436
Cost of product revenue			29,911				9,948				69,312				—				—				—				—
Gross Profit			17,576				912				24,357				9,214				8,348				9,283				8,403
Selling, General and Administrative			6,455				4,078				34,686				8,339				7,680				7,525				6,644
Income (loss) from operations			11,121				(3,166	)			(10,329	)			875				668				1,758				1,759
Other (income) expense:
Interest expense			1,395				643				4,289				151				299				378				374
Interest income			(60	)			(82	)			(368	)			(94	)			(16	)			(10	)			(1	)
Other (income)/expense			(246	)			(233	)			336				137				(235	)			(201	)			(182	)
Income (loss) before taxes and non-controlling interest			10,032				(3,494	)			(14,586	)			681				620				1,591				1,568
Income tax expense			1,125				162				530				2,031				277				653				691
PRWT Services, Inc. consolidated net income (loss)			8,907				(3,656	)			(15,116	)			(1,350	)			343				938				877
Net income (loss) attributable to non-controlling interest			1				124				467				511				225				206				60
Net income (loss) attributable to PRWT Services, Inc.			8,906				(3,780	)			(15,583	)			(1,861	)			118				732				817
Redemption and accrual of redeemable convertible preferred stock dividend			—				—				—				11,485				(1,228	)			—				—
Net income/(loss) attributable to common stockholders		$	8,906			$	(3,780	)		$	(15,583	)		$	9,624			$	(1,110	)		$	732			$	817
Net income/(loss) attributable to common stockholders per share:
Basic		$	0.10			$	(0.03	)		$	(0.13	)		$	0.07			$	(0.01	)		$	—			$	—
Diluted		$	0.10			$	(0.03	)		$	(0.13	)		$	0.05			$	(0.01	)		$	—			$	—
Weighted average shares (1) :
Basic Shares			84,871				125,786				119,223				132,596				151,732				154,551				164,209
Diluted shares			86,201				125,786				119,223				178,516				201,901				201,714				204,922

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Selected Balance Sheet Data

		As of March 31,		As of December 31,
		2009		2008		2008		2007		2006		2005		2004
		(Unaudited)
Total assets		$	128,557			$	107,927			$	131,140			$	64,679			$	16,630			$	18,273			$	17,950
Long-term debt, net of current portion			44,299				14,699				58,972				14,045				708				1,232				2,083
Redeemable preferred stock			—				—				—				—				16,628				15,400				15,400
Total liabilities			140,933				114,634				152,429				67,619				11,133				13,003				13,618
Total PRWT Services, Inc. stockholders' (deficit) equity			(14,473	)			(8,694	)			(23,385	)			(4,829	)			(11,776	)			(10,576	)			(11,336	)

Reconciliation of net income (loss) attributable to PRWT Services, Inc. to EBITDA ⁽²⁾ and Adjusted EBDITA ⁽³⁾ :

		Three Months Ended March 31,		Year Ended December 31,
		2009		2008		2008		2007		2006		2005		2004
		(Unaudited)
Net income (loss) attributable to PRWT Services, Inc.		$	8,906			$	(3,780	)		$	(15,583	)		$	(1,861	)		$	118			$	732			$	817
Depreciation and amortization			833				548				3,094				234				241				215				215
Interest expense			1,395				643				4,289				151				299				378				374
Income tax expense			1,125				162				530				2,031				277				653				691
EBITDA (2)			12,259				(2,427	)			(7,670	)			555				935				1,978				2,097
Net income attributable to non-controlling interest			1				124				467				511				225				206				60
Adjusted EBITDA (3)		$	12,260			$	(2,303	)		$	(7,203	)		$	1,066			$	1,160			$	2,184			$	2,157

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SELECTED HISTORICAL FINANCIAL INFORMATION — KBL

		Three Months Ended March 31,		Year Ended December 31, 2008		Period January 9, 2007 (Inception) to December 31, 2007		Period January 9, 2007 (Inception) to March 31, 2009
		2009		2008		(Audited)		(Audited)		(Unaudited)
		(Unaudited)		(Unaudited)
Income Statement Data
Formation and operating costs		$	(689,435	)		$	(451,889	)		$	(1,875,706 )			$	(714,268 )			$	(3,279,409	)
Dividend and interest income			84,294				817,269				1,865,819				2,048,440				3,998,553
Income (loss) before provision for income taxes			(605,141	)			365,380				(9,887 )				1,334,172				719,144
Provision for income taxes			—				26,927				—				(91,732 )				(91,732 )
Net income (loss)		$	(605,141	)		$	338,453			$	(9,887 )			$	1,242,440			$	627,412
Net income (loss) per share basic and diluted		$	(0.03	)		$	0.02			$	(0.00	)		$	0.11			$	0.04
Weighted average shares outstanding basic and diluted			21,000,000				21,000,000				21,000,000				11,502,809				16,836,207

		As of March 31, 2009		As of December 31, 2008		As of December 31, 2007
		(Unaudited)		(Audited)		(Audited)
Balance Sheet Data
Cash		$	122,894			$	144,587			$	118,868
Investments held in trust			135,388,509				135,731,897				135,226,616
Other assets			82,157				176,814				145,811
Total assets		$	135,593,560			$	136,053,298			$	135,491,295
Total liabilities		$	5,135,256			$	4,989,853			$	4,417,963
Common stock subject to possible conversion			38,936,992				38,936,992				38,936,992
Total stockholders' equity			91,521,312				92,126,453				92,136,340
Total liabilities and stockholders' equity		$	135,593,560			$	136,053,298			$	135,491,295

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SELECTED UNAUDITED PRO FORMA
CONDENSED COMBINED FINANCIAL INFORMATION

The selected unaudited pro forma condensed combined financial information has been derived from, and should be read in conjunction with, the unaudited pro forma condensed combined financial information included elsewhere in this proxy statement/prospectus.

The unaudited pro forma combined condensed statement of operations for the three months ended March 31, 2009 and for the year ended December 31, 2008 give pro forma effect to the merger as if it had occurred on January 1, 2008. The pro forma statements of operations are based on the historical results of operations of PRWT and KBL for the year ended December 31, 2008.

The unaudited pro forma combined condensed balance sheet as of March 31, 2009 gives pro forma effect to the merger as if it had occurred on that date.

The historical financial information has been adjusted to give effect to pro forma events that are related and/or directly attributable to the merger, are factually supportable and, in the case of the unaudited pro forma statement of operations data, are expected to have a continuing impact on the combined results. The adjustments presented in the unaudited pro forma condensed combined financial information have been identified and presented in “Unaudited Pro Forma Condensed Combined Financial Information” to provide relevant information necessary for an accurate understanding of the combined company upon consummation of the merger.

The historical financial information of PRWT is derived from the unaudited financial statements for the three months ended March 31, 2009 and the audited financial statements for the year ended December 31, 2008 included elsewhere in this proxy statement/prospectus. The historical financial information of KBL is derived from the unaudited financial statements for the three months ended March 31, 2009 and the audited financial statements of KBL for the year ended December 31, 2008 included elsewhere in this proxy statement/prospectus.

This information should be read together with PRWT’s and KBL’s financial information and related notes, “Unaudited Pro Forma Condensed Combined Financial Information,” “PRWT’s Management’s Discussion and Analysis of Financial Condition and Results of Operations,” “Other Information Related to KBL — KBL’s Management’s Discussion and Analysis of Financial Condition and Results of Operations” and other financial information included elsewhere in this proxy statement/prospectus/prospectus.

The unaudited pro forma condensed combined balance sheet data as of March 31, 2009 has been prepared assuming compliance with the PRWT Majority Requirement through the conversion of Public Shares (up to a maximum of 29.99% of the Public Shares) and the repurchase or redemption or similar action with respect to Public Shares, in any case at an average per share price equal to the per share value of KBL’s trust account as of March 31, 2009 ($7.85), such that an aggregate of 12,350,000 shares of common stock of KBL are effectively repurchased simultaneous with the closing of the transaction merger using funds from the trust account upon consummation of the merger.

The unaudited pro forma financial statements are not necessarily indicative of the financial position or results of operations that may have actually occurred had the transaction taken place on the dates noted, or the future financial position or operating results of the combined company.

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SELECTED UNAUDITED PRO FORMA
CONDENSED COMBINED FINANCIAL INFORMATION
(Dollars in Thousands, Except per Share Data)

The following summary unaudited pro forma condensed combined financial information is designed to show how the merger of PRWT and KBL might have affected historical financial statement information if the merger had been completed at an earlier time and was prepared based on the historical financial information reported by KBL and PRWT.

The following should be read in connection with the “Unaudited Pro Forma Condensed Combined Financial Statements” and the KBL and PRWT audited financial statements, which are included elsewhere in this Proxy Statement. The unaudited pro forma balance sheet data assumes that the merger took place on March 31, 2009 and combines KBL’s balance sheet as of such date and PRWT’s consolidated balance sheet as of such date.

The unaudited pro forma statement of operations data for the three months ended March 31, 2009 and for the year ended December 31, 2008 gives effect to the merger as if it occurred on January 1, 2008.

The summary unaudited pro forma condensed combined financial data is presented for illustrative purposes only and is not necessarily indicative of the financial condition or results of operations of future periods or the financial condition or results of operations that actually would have been realized had the entities been a single company during these periods.

($ In Thousands, Except per Share Data)		Three Months Ended Mar. 31, 2009		Year Ended Dec. 31, 2008
Unaudited combined pro forma statement of operations data:
Total revenue		$	64,460			$	165,345
Operating expenses			54,091				177,800
Income/(loss) from operations			10,369				(12,455	)
Interest expense, net			1,318				3,504
Other expenses			(246	)			336
Income/(loss) before non-controlling interest and taxes			9,297				(16,295	)
Income tax expense			1,125				530
Income/(loss) before non-controlling interest			8,172				(16,825	)
Non-controlling interest			1				467
Net income/(loss)		$	8,171			$	(17,292	)
Net income/(loss) per share
Basic		$	0.40			$	(0.68	)
Diluted		$	0.35			$	(0.68	)

($ In Thousands)		As of Mar. 31, 2009
Unaudited pro forma selected condensed balance sheet data:
Cash and cash equivalents		$	33,174
Total assets			154,679
Total liabilities			141,478
Total liabilities and stockholders' equity		$	154,679

The unaudited pro forma statement of operations reflect a reduction of interest income due to KBL cash that will be returned to shareholders through (i) conversion of KBL stock into pro rata shares of the trust account or (ii) KBL share redemptions at closing.

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The merger agreement states that the number of shares of PRWT common stock owned by the PRWT stockholders immediately after the merger (including the 941,211 shares owned by them to be placed in escrow upon the consummation of the merger) will constitute no less than 58% of all of the then issued and outstanding shares of PRWT common stock, or 11,950,000 shares, subject to upward or downward adjustment in the event PRWT’s net debt is more or less than $45,000 at closing of the merger. As a result, 12,350,000 or 59% of all outstanding shares of KBL common stock will be redeemed immediately following the merger. Any KBL stockholders exercising their conversion rights, up to a maximum of 29.99% or 5,174,999 shares, would reduce the number of shares to be redeemed. Assuming the KBL shares are redeemed at the March 31, 2009 per-share conversion price of $7.85, there would be no impact on the pro forma condensed balance sheet assuming minimum and maximum conversion.

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COMPARATIVE PER SHARE DATA

The following table sets forth selected historical per share information of PRWT and KBL and unaudited pro forma combined per share ownership information of PRWT and KBL after giving effect to the merger. You should read this information in conjunction with the selected summary historical financial information, included elsewhere in this proxy statement/prospectus, and the historical financial statements of PRWT and KBL and related notes that are included elsewhere in this proxy statement/prospectus. The unaudited PRWT and KBL pro forma combined per share information is derived from, and should be read in conjunction with, the unaudited pro forma condensed combined financial statements and related notes appearing elsewhere in this proxy statement/prospectus.

The historical per share information is derived from the unaudited financial statements as of and for the three months ended March 31, 2009 and for the year ended December 31, 2008. The unaudited pro forma combined per share information does not purport to represent what the actual results of operations of PRWT and KBL would have been had the companies been combined or to project the PRWT and KBL results of operations that may be achieved after the merger.

		Three Months Ended March 31, 2009
		PRWT		KBL		Pro Forma
Income/(loss) per share – basic		$	0.10			$	(0.03	)		$	0.40
Income/(loss) per share – diluted		$	0.10			$	(0.03	)		$	0.35
Book value		$	(14,473	)		$	130,459			$	11,435
Book value per share – basic (1)		$	(0.17	)		$	6.21			$	0.56
Basic number of shares of common stock outstanding			84,871				21,000				20,600
Diluted number of shares of common stock outstanding (2)			86,201				21,000				23,626

		Year Ended December 31, 2008
		PRWT		KBL		Pro Forma
Loss per share – basic and diluted		$	(0.13	)		$	(0.00	)		$	(0.68	)
Book value		$	(23,385	)		$	131,063			$	6,670
Book value per share (1)		$	(0.20	)		$	6.24			$	0.26
Number of shares of common stock outstanding			119,223				21,000				25,437

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FORWARD-LOOKING STATEMENTS

KBL and PRWT believe that some of the information in this proxy statement/prospectus constitutes forward-looking statements within the definition of the Private Securities Litigation Reform Act of 1995. However, because KBL is a “blank check” company, and PRWT is not currently a U.S. reporting company, the safe-harbor provisions of that act do not apply to statements made in this proxy statement/prospectus. You can identify these statements by forward-looking words such as “may,” “expect,” “anticipate,” “contemplate,” “believe,” “estimate,” “intend,” “seek” and “continue” or similar words. You should read statements that contain these words carefully because they:

KBL and PRWT believe it is important to communicate their expectations to their stockholders. However, there may be events in the future that they are not able to predict accurately or over which they have no control. The risk factors and cautionary language discussed in this proxy statement/prospectus provide examples of risks, uncertainties and events that may cause actual results to differ materially from the expectations described by KBL or PRWT in such forward-looking statements, including among other things:

You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this proxy statement/prospectus.

All forward-looking statements included herein attributable to any of KBL, PRWT or any person acting on either party’s behalf are expressly qualified in their entirety by the cautionary statements contained or referred to in this section. Except to the extent required by applicable laws and regulations, KBL and PRWT undertake no obligations to update these forward-looking statements to reflect events or circumstances after the date of this proxy statement/prospectus or to reflect the occurrence of unanticipated events.

Before you grant your proxy or instruct how your vote should be cast or vote on the merger proposal or any of the other proposals, you should be aware that the occurrence of the events described in the “Risk Factors” section and elsewhere in this proxy statement/prospectus may adversely affect KBL and/or PRWT.

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SPECIAL MEETING OF KBL STOCKHOLDERS

General

KBL is furnishing this proxy statement/prospectus to its stockholders as part of the solicitation of proxies by its board of directors for use at the special meeting of KBL stockholders to be held on July 16, 2009, and at any adjournment or postponement thereof. This proxy statement/prospectus is first being furnished to KBL stockholders on or about June 26, 2009 in connection with the vote on the merger proposal and the adjournment proposal. This proxy statement/prospectus provides you with information you need to know to be able to vote or instruct your vote to be cast at the special meeting.

Date, Time and Place

The special meeting of stockholders will be held on July 16, 2009, at 10:00 a.m., eastern time, at the offices of Graubard Miller, KBL’s counsel, at The Chrysler Building, 405 Lexington Avenue, 19th Floor, New York, New York 10174.

Purpose of the KBL Special Meeting

At the special meeting, KBL will ask holders of its common stock to:

Recommendation of KBL Board of Directors

KBL’s board of directors:

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Record Date; Who is Entitled to Vote

KBL has fixed the close of business on June 22, 2009 as the “record date” for determining KBL stockholders entitled to notice of and to attend and vote at its special meeting. As of the close of business on June 22, 2009, there were 21,000,000 shares of KBL’s common stock outstanding and entitled to vote. Each share of KBL’s common stock is entitled to one vote per share at the special meeting.

Pursuant to agreements with KBL, the 3,750,000 Founders’ Shares held by the KBL Founders will be voted on the merger proposal in accordance with the majority of the votes cast at the special meeting on such proposal by the holders of the Public Shares. Accordingly, the vote of such shares will not affect the outcome of the vote on the merger proposal.

Quorum

The presence, in person or by proxy, of a majority of all the outstanding shares of common stock entitled to vote constitutes a quorum at the special meeting.

Abstentions and Broker Non-Votes

Proxies that are marked “abstain” and proxies relating to “street name” shares that are returned to KBL but marked by brokers as “not voted” will be treated as shares present for purposes of determining the presence of a quorum on all matters. The latter will not be treated as shares entitled to vote on the matter as to which authority to vote is withheld from the broker. If you do not give the broker voting instructions, under applicable self-regulatory organization rules, your broker may not vote your shares on “non-routine” proposals, such as the merger proposal, each of the charter change proposals and the stock plan proposal. Since a stockholder must affirmatively vote against the merger proposal to have conversion rights, individuals who fail to vote or who abstain from voting may not exercise their conversion rights. See the information set forth in the section entitled “Special Meeting of KBL Stockholders — Conversion Rights.”

Vote of KBL’s Stockholders Required

The approval of the merger proposal will require the affirmative vote for the proposal by the holders of a majority of the Public Shares present (in person or represented by proxy) and entitled to vote on the proposal at the meeting, as well as the affirmative vote of holders of a majority of the KBL common stock outstanding on the record date. Abstentions and broker non-votes, while considered present for the purposes of establishing a quorum, will have the same effect as a vote “AGAINST” the merger proposal. You cannot seek conversion unless you affirmatively vote against the merger proposal.

Each of the charter change proposals will require the affirmative vote of the holders of a majority of KBL common stock outstanding on the record date. Because these proposals require the affirmative vote of a majority of the shares of common stock outstanding for approval, abstentions and shares not entitled to vote because of a broker non-vote will have the same effect as a vote “AGAINST” these proposals.

The approval of the stock plan proposal and adjournment proposal will require the affirmative vote of the holders of a majority of KBL’s common stock represented and entitled to vote thereon at the meeting. Abstentions are deemed entitled to vote on such proposal. Therefore, they have the same effect as a vote against either proposal. Broker non-votes are not deemed entitled to vote on such proposals and, therefore, they will have no effect on the vote on such proposals.

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Directors are elected by a plurality. “Plurality” means that the individuals who receive the largest number of votes cast “FOR” are elected as directors. Consequently, any shares not voted “FOR” a particular nominee (whether as a result of abstentions, a direction to withhold authority or a broker non-vote) will not be counted in the nominee’s favor.

Voting Your Shares

Each share of KBL common stock that you own in your name entitles you to one vote. Your proxy card shows the number of shares of KBL’s common stock that you own. If your shares are held in “street name” or are in a margin or similar account, you should contact your broker to ensure that votes related to the shares you beneficially own are properly counted.

There are two ways to vote your shares of KBL common stock at the special meeting:

Revoking Your Proxy

If you give a proxy, you may revoke it at any time before it is exercised by doing any one of the following:

Who Can Answer Your Questions About Voting Your Shares

If you have any questions about how to vote or direct a vote in respect of your shares of KBL’s common stock, you may call Morrow & Co., LLC, KBL’s proxy solicitor, at (800) 607-0088, or Michael D. Kaswan, KBL’s chief operating officer, at (212) 319-5555.

Conversion Rights

Any of KBL’s stockholders holding Public Shares as of the record date who affirmatively vote their Public Shares against the merger proposal may also demand that such shares be converted into a pro rata portion of the trust account, calculated as of two business days prior to the consummation of the merger. If demand is properly made and the merger is consummated, these shares will be converted into a pro rata portion of funds deposited in the trust account plus interest, calculated as of such date.

KBL stockholders who seek to exercise this conversion right (“converting stockholders”) must affirmatively vote against the merger proposal. Abstentions and broker non-votes do not satisfy this requirement. Additionally, holders demanding conversion must deliver their shares (either physically or electronically using Depository Trust Company’s DWAC (Deposit Withdrawal at Custodian) System) to KBL’s transfer agent prior to the meeting. If you hold the shares in street name, you will have to coordinate with your broker to have your shares certificated or delivered electronically. Shares that have not been tendered (either physically or electronically) in accordance with these procedures will not be converted into cash.

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If the holders of at least 5,175,000 or more Public Shares (an amount equal to 30% or more of the Public Shares) vote against the merger proposal and properly demand conversion of their shares, KBL will not be able to consummate the merger.

The closing bid price of KBL’s common stock on June 22, 2009 (the record date for the KBL special meeting) was $7.84. The cash held in the trust account on June 22, 2009 was approximately $135,353,290 ($7.85 per Public Share). Prior to exercising conversion rights, stockholders should verify the market price of KBL’s common stock as they may receive higher proceeds from the sale of their common stock in the public market than from exercising their conversion rights if the market price per share is higher than the conversion price. KBL cannot assure its stockholders that they will be able to sell their shares of KBL common stock in the open market, even if the market price per share is higher than the conversion price stated above, as there may not be sufficient liquidity in KBL’s securities when KBL’s stockholders wish to sell their shares.

If you exercise your conversion rights, then you will be exchanging your shares of KBL common stock for cash and will no longer own those shares. You will be entitled to receive cash for these shares only if you affirmatively vote against the merger proposal, properly demand conversion, and deliver your stock certificate (either physically or electronically) to KBL’s transfer agent prior to the meeting.

If the merger is not consummated by the date KBL’s corporate existence will cease and KBL must liquidate, either party may terminate the merger agreement. If KBL is unable to complete the merger or another business combination by July 19, 2009, its amended and restated certificate of incorporation provides that its corporate existence will terminate on that date and, upon its resulting liquidation, the holders of Public Shares will receive an amount equal to the amount of funds in the trust account, inclusive of interest not previously released to KBL, as well as any remaining net assets outside of the trust account, at the time of the liquidation distribution divided by the number of Public Shares. Although both the per share liquidation price and the per share conversion price are equal to the amount in the trust account divided by the number of Public Shares, the amount a holder of Public Shares would receive at liquidation may be more or less than the amount such a holder would have received had it sought conversion of its shares in connection with the merger because (i) there will be greater earned interest in the trust account at the time of a liquidation distribution since it would occur at a later date than a conversion and (ii) KBL may incur expenses it otherwise would not incur if KBL consummates the merger, including, potentially, claims requiring payment from the trust account by creditors who have not waived their rights against the trust account. Zachary C. Berk O.D. KBL’s chairman of the board, Marlene R. Krauss, M.D., KBL’s chief executive officer, and Michael D. Kaswan, KBL’s chief operating officer, will be personally liable under certain circumstances (for example, if a vendor successfully makes a claim against funds in the trust account) to ensure that the proceeds in the trust account are not reduced by the claims of prospective target businesses and vendors or other entities that are owed money by KBL for services rendered or products sold to it, but only if such target business, vendor or other entity does not execute a waiver. While KBL has no reason to believe that Drs. Berk and Krauss and Mr. Kaswan will not be able to satisfy those obligations, there cannot be any assurance to that effect. See the section entitled “Other Information Related to KBL — Liquidation If No Business Combination” for additional information.

Appraisal Rights

KBL stockholders have appraisal rights in connection with the merger under the DGCL, as described in the section entitled “ Appraisal Rights .”

Proxy Solicitation Costs

KBL is soliciting proxies on behalf of its board of directors. All solicitation costs will be paid by KBL. This solicitation is being made by mail but also may be made by telephone or in person. KBL, PRWT and their respective directors, officers and employees may also solicit proxies in person, by telephone or by other electronic means, including email and facsimile.

KBL has hired Morrow & Co., LLC to assist in the proxy solicitation process. It will pay that firm a fee of $7,500 plus disbursements. Disbursements could include items such as postage and printing and would not be material. Such payments will be made from non-trust account funds. If the merger is successfully closed, KBL will pay Morrow & Co., LLC an additional contingent fee of $22,500.

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PRWT has hired Jackson Capital, LLC to provide certain financial advisory services, including developing a road show presentation strategy that targets minority investors as potential investors in PRWT. PRWT will pay Jackson Capital, LLC an initial fee of $25,000 and will pay an additional fee of $25,000 upon $1,000,000 of minority interest investment being raised due to Jackson Capital, LLC’s efforts. In addition, if the merger is consummated on or before August 1, 2009, PRWT will pay another financial advisory fee of $3,000. PRWT will also reimburse Jackson Capital, LLC for all reasonable costs and out-of-pocket expenses.

KBL has entered into a letter agreement with William Michael Cunningham relating to Mr. Cunningham’s efforts to introduce potential investors to KBL prior to the stockholders meeting of KBL to which this proxy statement/prospectus relates. Mr. Cunningham will be paid a one time retainer of $5,000 and an amount equal to 2% of the amount of any such investors purchase of KBL stock, which amount shall only be payable if KBL consummates a business combination and then, only with respect to shares that voted “for” the merger.

KBL will ask banks, brokers and other institutions, nominees and fiduciaries to forward its proxy materials to their principals and to obtain their authority to execute proxies and voting instructions. KBL will reimburse them for their reasonable expenses.

KBL Founders

As of June 22, 2009, the record date for the KBL special meeting, Zachary C. Berk, O.D., KBL’s chairman of the board, Marlene R. Krauss, M.D., KBL’s chief executive officer, Michael D. Kaswan, KBL’s chief operating officer, and Terence Barnett, James Garvey, Eileen More and Joseph Williamson, each a director of KBL, and KBL’s special advisors and the other holders of common stock issued by KBL prior to its IPO, who are collectively referred to as the “KBL Founders,” beneficially own and are entitled to vote 3,750,000 shares (“Founders’ Shares”). The Founders’ Shares constitute approximately 17.9% of the outstanding shares of KBL common stock.

In connection with KBL’s IPO, KBL and Citigroup entered into agreements with each of the KBL Founders pursuant to which each KBL Founder agreed to vote his, her or its Founders’ Shares on the merger proposal in accordance with the majority of the votes cast by the holders of Public Shares. The KBL Founders have indicated that they intend to vote their Founders’ Shares in favor of all other proposals being presented at the meeting. The Founders’ Shares have no liquidation rights and will be worthless if no business combination is effected by KBL. In connection with the IPO, the KBL Founders placed their Founders’ Shares in escrow with Continental Stock Transfer & Trust Company. As a result, the KBL Founders may not sell the Founders’ Shares until six months after a business combination, subject to earlier release within such six month period if New Pubco consummates a subsequent liquidation, merger, stock exchange or other similar transaction that results in all of New Pubco’s stockholders having the right to exchange their shares for cash, securities or other property.

As of June 22, 2009, no KBL Founder has purchased any shares of KBL common stock in the open market. If the KBL Founders believe it would be desirable for them or their affiliates to purchase shares in advance of the special meeting, such determination would be based on factors such as the likelihood of approval or disapproval of the merger proposal, the number of shares for which conversion may be requested and the financial resources available to such prospective purchasers. Any additional shares purchased by the KBL Founders will be voted by them in favor of the merger.

At any time prior to the special meeting, during a period when they are not then aware of any material nonpublic information regarding KBL or its securities, KBL, the KBL Founders, PRWT or the PRWT Stockholders and/or their respective affiliates may enter into arrangements to provide for the purchase of the Public Shares (or the shares of New Pubco into which they convert in the merger) from the holders of Public Shares who indicate their intention to vote against the merger and seek conversion or otherwise wish to sell their Public Shares and/or arrangements to provide such holders of Public Shares with incentives to vote in favor of the merger proposal. The purpose of such share purchases and other transactions would be to increase the likelihood of satisfaction of the requirements that the holders of a majority of the Public Shares present (in person or represented by proxy) and entitled to vote on the merger proposal vote in its favor and that holders of fewer than 30% of the Public Shares vote against the merger proposal and demand conversion of their

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Public Shares into cash where it appears that such requirements would otherwise not be met, and to ensure compliance with the PRWT Majority Requirement.

The consequence of such transactions could be to cause the merger to be approved in circumstances where such approval could not otherwise be obtained. Purchases of shares by the persons described above would allow them to exert more influence over the approval of the merger proposal and other proposals and would likely increase the chances that such proposals would be approved. Moreover, any such purchases will make it less likely that the holders of 30% or more of the Public Shares will vote against the merger proposal and exercise their conversion rights. The persons described above shall be entitled to vote any shares of KBL they purchase in the above-described transactions as they determine.

As of the date of this proxy statement/prospectus, there have been no such discussions and no agreements to such effect have been entered into with any such investor or holder. KBL will file a Current Report on Form 8-K to disclose arrangements entered into or any purchases made by any of the aforementioned persons that would affect the vote on the merger proposal or the conversion threshold. Any such report will include descriptions of any arrangements entered into or significant purchases by any of the aforementioned persons.

It is possible that the special meeting could be adjourned to provide time to seek out and negotiate such transactions if, at the time of the meeting, it appears that the requisite vote will not be obtained or that the limitation on conversion will be exceeded, assuming that an adjournment proposal is presented and approved. Also, under Delaware law, the board of directors may postpone the meeting at any time prior to it being called to order in order to provide time to seek out and negotiate such transactions.

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THE MERGER PROPOSAL

The discussion in this proxy statement/prospectus of the merger and the principal terms of the merger agreement by and among KBL, Merger Sub, PRWT and the PRWT Stockholders is subject to, and is qualified in its entirety by reference to, the merger agreement. A copy of the merger agreement is attached as Annex A to this proxy statement/prospectus and is incorporated into this proxy statement/prospectus by reference.

The Parties

KBL

KBL Healthcare Acquisition Corp. III is a blank check company formed on January 9, 2007 as a vehicle to effect a merger, capital stock exchange, asset acquisition or other similar business combination with one or more operating businesses in the healthcare or healthcare-related industries.

On July 25, 2007, KBL closed its initial public offering of 17,250,000 units, including 2,250,000 units that were subject to the underwriters’ over-allotment option, with each unit consisting of one share of its common stock and one warrant to purchase one share of its common stock at an exercise price of $6.00 per share. The units from the initial public offering (including the underwriters’ over-allotment option) were sold at an offering price of $8.00 per unit, generating total gross proceeds of $138,000,000. Simultaneously with the consummation of the initial public offering, KBL consummated the private sale of 2,075,000 warrants (“Sponsors’ Warrants”) at $1.00 per warrant to KBL’s officers, directors and certain of its special advisors for an aggregate purchase price of $2,075,000. After deducting the underwriting discounts and commissions and the offering expenses, $133,930,000 was deposited into the trust account and the remaining proceeds became available to be used to provide for business, legal and accounting due diligence on prospective business combinations and continuing general and administrative expenses. In addition, KBL was entitled to draw for use of working capital up to $1,900,000 of interest earned on the trust account, as well as any amounts necessary to pay its tax obligations. Through March 31, 2009, KBL had used all of the net proceeds that were not deposited into the trust account to pay general and administrative expenses and had used interest income in the amount of $1,033,056 and $1,900,000 for its tax obligations and working capital, respectively. $135,388,509 remains on deposit in the trust fund as of March 31, 2009.

Upon consummation of the business combination with PRWT, the trust funds will be released to New Pubco. KBL intends to use funds held in the trust account to (a) pay deferred underwriters’ compensation of approximately $4,140,000, (b) pay the $3,500,000 cash portion of the merger consideration to the PRWT Stockholders, (c) pay any unpaid income tax or other tax obligations of KBL incurred prior to closing of the merger, estimated to be approximately $33,100, (d) repay loans by and reimburse expenses to directors, officers and founding stockholders of KBL, in an estimated aggregate amount of approximately $220,000, (e) pay professionals and other third parties that have rendered services to KBL in connection with its operations and efforts to effect a business combination, including the merger, an estimated aggregate amount of approximately $1,571,900, and (f) pay amounts, if any, in connection with any Outstanding Stock Arrangements, including but not limited to any redemption, tender, purchase or similar transaction involving the Public Shares or warrants or other securities of KBL, as described in the section entitled “ Summary of the Proxy Statement/Prospectus — Actions That May Be Taken to Secure Approval of KBL’s Stockholders. ” The balance of the funds will be used by New Pubco to pay stockholders who properly exercise their conversion rights or appraisal rights with respect to their Public Shares and for working capital and general corporate purposes. KBL and PRWT expect that, after paying the holders of Public Shares who elect to exercise their conversion rights, and after engaging in any redemptions, tenders, purchases or similar transactions necessary to ensure that holders of no more than 30% of the Public Shares elect to exercise such rights and to ensure fulfillment of the PRWT Majority Requirement, only approximately $25,000,000 of the approximately $135,400,000 held in trust will be available to New Pubco. Upon consummation of the merger, KBL will be merged with and into Merger Sub, with Merger Sub surviving. Holders of KBL’s securities will automatically become holders of securities of like number and tenor of New Pubco.

If the merger is not consummated by the date on which KBL is required to be liquidated, either party may terminate the merger agreement. If KBL is unable to complete the merger or another business combination by July 19, 2009, its amended and restated certificate of incorporation provides that its corporate

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existence will automatically terminate, and it will liquidate and promptly distribute to its public stockholders the amount in its trust account plus any remaining non-trust account funds after payment of its liabilities.

KBL’s common stock, units and warrants are currently listed on the NYSE Amex under the symbols KHA, KHA.U and KHA.WS, respectively. The parties intend to seek to have the securities of New Pubco listed on NASDAQ following consummation of the merger. If New Pubco’s securities are not accepted for listing on NASDAQ upon the consummation of the merger, New Pubco’s securities may instead be quoted on the OTCBB.

The mailing address of KBL’s principal executive office is 380 Lexington Avenue, 31 ^st Floor, New York, New York 10168. Its telephone number is (212) 319-5555.

PRWT

PRWT was founded in 1988. PRWT is a diversified enterprise of pharmaceutical manufacturing and distribution, facilities management and maintenance services and business processing solutions. Cherokee Pharmaceuticals LLC (“Cherokee”), PRWT’s wholly-owned subsidiary, provides bulk chemical manufacturing of active pharmaceutical ingredients, specializing in handling antibiotics, high hazard reactions and potent compounds. U.S. Facilities, Inc. (“USF”), PRWT’s 51%-owned subsidiary, provides professional facilities management and maintenance services focusing on complex and highly-secure maintenance and management projects. PRWT Services, Inc. BPS offers delivery of customer care solutions and business processing services to clients throughout the United States, including document processing, collection and payment processing, mailroom services, lockbox, scanning and imaging, walk-in and call-center based customer service, and toll collection operations services. PRWT is a certified minority business enterprise.

PRWT’s principal executive offices are located at 1835 Market Street, Suite 800, Philadelphia, Pennsylvania 19103. The telephone number at its executive offices is (215) 569-8810. Upon consummation of the merger, PRWT will become the continuing public company.

Merger Sub

PRWT Merger Sub, Inc. is a Pennsylvania corporation that was organized in March 2009 for the sole purpose of effecting the business combination between KBL and PRWT. All of Merger Sub’s capital stock is owned by PRWT. Merger Sub has no material assets and does not operate any business. Upon consummation of the merger, KBL and Merger Sub will merge, with KBL the surviving corporation. As soon as practicable after this merger, KBL, as the surviving corporation will merger with and into PRWT, with PRWT surviving this subsequent merger.

The mailing address of Merger Sub’s principal executive office is 1835 Market Street, Suite 800, Philadelphia, Pennsylvania 19103. The telephone number at its executive offices is (215) 569-8810.

Structure of the Merger

The merger agreement provides for the merger of KBL and Merger Sub, with KBL being the surviving corporation. As part of the merger, all of KBL’s outstanding common stock, warrants and units will be automatically converted into the same number of shares of common stock, warrants and units of PRWT and PRWT will become our public company (we sometimes refer to PRWT after the merger as “New Pubco” to indicate that we are referring to the combined entity). The terms of the PRWT securities into which the KBL securities are converted, such as the exercise price and exercise period of the public warrants, will remain the same.

KBL and PRWT plan to complete the merger promptly after the KBL special meeting provided that:

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After consideration of the factors identified and discussed in the section entitled “The Merger Proposal — KBL’s Board of Directors’ Reasons for the Approval of the Merger,” KBL’s board of directors concluded that the merger met all of the requirements disclosed in KBL’s Registration Statement on Form S-1 (Registration No. 333-141342) that became effective on July 19, 2007, including that PRWT has a fair market value of at least 80% of KBL’s trust account balance (excluding deferred underwriting discounts and commissions) at the time of the merger.

Upon completion of the merger, the PRWT Stockholders will continue to own 11,950,000 shares of New Pubco common stock, subject to adjustment based on PRWT’s Net Debt at the closing, as described in the section entitled “ The Merger Agreement, ” and will receive an aggregate of $3,500,000 in cash in exchange for the release and discharge of any and all claims against New Pubco. An additional 8,000,000 shares of New Pubco common stock will be placed in escrow at the closing to be released to the PRWT Stockholders upon New Pubco attaining certain levels of EBITDA in fiscal 2009, 2010 and/or 2011 or upon certain exercises of New Pubco redeemable warrants.

As soon as practicable following this merger, KBL, as the surviving entity, will be merged with and into PRWT, with PRWT surviving such subsequent merger.

Interest of KBL Stockholders in the Merger

Because of the PRWT Majority Requirement, the current holders of KBL’s outstanding common stock will own, as a group, no more than 8,653,448 shares, or 42%, of the outstanding shares of New Pubco common stock immediately following the merger. The percentage of outstanding shares of New Pubco common stock held by the current holders of KBL’s outstanding common stock may be less than 42% depending on the extent to which holders of Public Shares vote against the merger proposal and elect to convert their Public Shares into cash in accordance with KBL’s amended and restated certificate of incorporation and the extent to which KBL and its officers, directors and founding stockholders, PRWT, the PRWT Stockholders and their respective affiliates enter into arrangements to provide for the purchase of the Public Shares from holders thereof who indicate their intention to vote against the merger and seek conversion or otherwise wish to sell their Public Shares.

Name; Headquarters; Stock Symbols

After completion of the merger:

Indemnification

To provide a fund for adjusting the number of shares held by the PRWT Stockholders after the closing (based on PRWT’s Net Debt) and to provide a fund for payment to New Pubco with respect to its post-closing rights to indemnification under the merger agreement for losses that it may sustain as a result of (i) the inaccuracy or breach of any representation or warranty made by PRWT or the PRWT Stockholders in the merger agreement or any schedule or certificate delivered by them in connection with the merger agreement; (ii) the non-fulfillment or breach of any covenant or agreement made by PRWT or the PRWT Stockholders in the merger agreement; and (iii) certain agreed upon tax and environmental liabilities relating to any losses that result from any failure by PRWT to pay social security taxes in 2006 (which are believed to have been paid)

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and with respect to any environmental issues arising from PRWT’s Cherokee plant (none of which are known or currently exist), the PRWT Stockholders will place in escrow (with an independent escrow agent) an aggregate of 941,211 shares of New Pubco common stock. Other than with respect to claims of fraud, the escrow will be the sole remedy for PRWT for its rights to indemnification pursuant to the merger agreement. Claims for indemnification may be asserted against the escrow by New Pubco once its damages exceed a $1,000,000 threshold and will be reimbursable to the full extent of the damages in excess of such amount, up to a maximum of the escrowed shares. Claims for indemnification may be asserted until 30 days after the date on which New Pubco has filed its annual report on Form 10-K for the fiscal year ending December 31, 2010 (the Final Escrow Release Date). On the date that is 30 days after the date on which New Pubco has filed its annual report on Form 10-K for the fiscal year ending December 31, 2009, 50% of the shares held in the Escrow Fund, less any applied in satisfaction of or reserved with respect to indemnification claims, will be released to the PRWT Stockholders. On the Final Escrow Release Date, the remaining shares in the Escrow Fund, less any applied in satisfaction of or reserved with respect to indemnification claims, will be released to the PRWT Stockholders. A copy of the escrow agreement is attached to this proxy statement/prospectus as Annex D.

Employment Agreements

Upon completion of the merger, members of PRWT’s management will remain officers of New Pubco. These officers are Willie F. Johnson, Chairman, Jerry L. Johnson, Vice Chairman, Harold T. Epps, President and Chief Executive Officer, John McCarey, Executive Vice President, Chief Financial Officer, Murvin Lackey, President of Distribution of Cherokee Pharmaceuticals, John B. Elliot, President of Cherokee Pharmaceuticals, Stratton C. “Skip” Lee, Jr., Executive Vice President, Business Development, George Burrell, Executive Vice President, General Counsel and James Dobrowolski, President of U.S. Facilities. Mr. Elliot has a consultancy agreement with PRWT that will continue in effect with New Pubco after the merger. PRWT (New Pubco) and each of Messrs. Willie Johnson, Epps, McCarey, and Lee will enter into new employment agreements prior to the merger that will be effective upon signing. In addition, PRWT (New Pubco) and each of Messrs. Jerry Johnson and Lackey will enter into new employment agreements prior to the merger that will become effective upon consummation of the merger. “ The Director Election Proposal — Compensation Discussion and Analysis of New Pubco (PRWT) Following the Merger — Employment Agreements. ”

Lock-Up Agreements

The PRWT Stockholders will not be able to sell or otherwise transfer any shares of New Pubco common stock owned by them immediately following the merger, including any shares in escrow, until after the six-month anniversary of the closing of the merger. Furthermore, after the six-month anniversary of the merger and until December 31, 2012, the PRWT Stockholders will only be able to sell shares in such manner and to such persons as the audit committee of the board of directors of New Pubco has consented to in writing, which consent may not be unreasonably withheld but may be withheld in order to prevent New Pubco from failing to comply with any of the requirements of its minority business certifications. Generally, for a company to be certified as a minority business enterprise, at least 51% of the stock of the company must be owned by minority group members and the management and daily operations must be “controlled” by minority persons. Additionally, certain minority certifications require that a majority of a business’s board of directors (or similar body) be minority group members.

Additionally, after December 31, 2012 and until December 31, 2015, if a PRWT Stockholder intends to transfer all or a part of the shares subject to the lock up, the holder must notify New Pubco of its intent, and New Pubco will have an option to purchase the shares at a price equal to the average market price of the New Pubco common stock during the ten-day period ending the day before the holder delivers the notice.

In connection with the IPO, the KBL Founders placed their Founders’ Shares in escrow with Continental Stock Transfer & Trust Company pursuant to a Stock Escrow Agreement dated as of July 25, 2007. As a result, the KBL Founders may not sell the Founders’ Shares until six months after a business combination, subject to earlier release within such six month period if New Pubco consummates a subsequent liquidation, merger, stock exchange or other similar transaction that results in all of New Pubco’s stockholders having the right to exchange their shares for cash, securities or other property.

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A copy of the form of lock-up agreement that was entered into upon signing of the merger agreement by each holder of common stock of PRWT is attached to this proxy statement/prospectus as Annex E .

Background of the Merger

The terms of the Merger Agreement are the result of arm’s-length negotiations between representatives of KBL and PRWT. The following is a brief discussion of the background of these negotiations, the Merger Agreement and related transactions.

KBL was formed on January 9, 2007 to effect a merger, capital stock exchange, stock purchase, asset acquisition or other similar business combination with one or more operating businesses in the healthcare industry in any geographic location. KBL completed its IPO on July 25, 2007, raising gross proceeds, including proceeds from the exercise of the underwriters’ over-allotment option, of $138,000,000. Of these gross proceeds, $133,930,000 were placed in a trust account immediately following the IPO and, in accordance with the KBL Charter, will be released either upon the consummation of a business combination or upon the liquidation of KBL. KBL must liquidate unless it has consummated a business combination by July 19, 2009. As of December 31, 2008, approximately $135,700,000 was held in deposit in the trust account.

Promptly following KBL’s IPO, KBL contacted several investment bankers, private equity firms, consulting firms, legal and accounting firms and numerous business associates. Through these efforts, and over the course of approximately 20 months, KBL identified and reviewed information with respect to approximately 800 acquisition opportunities based on the acquisition criteria disclosed in the IPO prospectus that KBL developed during the process of completing its IPO. Among these opportunities, KBL focused on companies that had the best combination of the following characteristics:

By March 2009, KBL had entered into substantial discussions with several companies that it believed met most or all of the foregoing criteria. Of the approximately 800 acquisition opportunities identified, KBL had one or more meetings with approximately 70 potential target business candidates. KBL investigated approximately 45 of these opportunities in depth, exchanged information with these companies, including business plans and financial information, and provided them with preliminary information regarding how a business combination with KBL might be achieved. KBL agreed to preliminary terms with and/or executed non-binding letters of intent with five companies in addition to PRWT as described below. Of the remaining companies, KBL declined to move forward on several because it did not believe the financial characteristics, business dynamics, management teams, attainable valuations and/or deal structures were suitable. There were also several companies that were not interested in pursuing a deal with KBL based on its publicly-traded status, capital structure or ability to close with sufficient certainty or speed.

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In August 2007, KBL was contacted by an investment banker/finder about a Turkish hospital chain looking for financing. After several exchanges with the company and some of its representatives, KBL visited the company in Istanbul, Turkey in February 2008. While the opportunity was determined not to be attractive, the Turkish investment bank that represented this company introduced KBL to another Turkish hospital chain that it also represented. KBL had an initial meeting with the second hospital chain’s financial backers at the investment bank’s office on February 7, 2008. Current year revenues for the company were expected to be approximately $300 million with significant growth projected. KBL provided the company via its investment bankers with an initial non-binding letter of intent on March 18, 2008 and subsequent revisions on April 10, 2008, April 23, 2008 and May 7, 2008. The parties mutually signed the letter of intent on May 7, 2008. From May 12-16, 2008, KBL met with company management at the company’s corporate headquarters in Istanbul and visited several of the company’s hospitals throughout Turkey. KBL began its in-depth due diligence investigation into the company and also began drafting definitive documentation for the transaction. The parties continued discussions by teleconference and subsequently met in New York on June 25-26, 2008. Due to concerns raised in the due diligence process, as well as with the company’s financials coming in lower than projected, KBL put the transaction on hold for several months. KBL was not prepared to move forward under the original terms and sent the company revised letters of intent on September 22, 2008 and October 6, 2008. After further discussions, the parties could not come to an agreement on revised terms, and KBL abandoned the transaction in mid-October 2008.

In September 2007, one of KBL’s directors identified an opportunity with a company that provided outsourced services to nursing homes and other long-term care facilities. Current year revenues for the company were expected to be approximately $90 million with significant growth projected. On September 4, 2007, KBL met with the company’s management and financial backers at KBL’s office in New York and subsequently exchanged business and financial information with them. KBL provided the company with an initial letter of intent on October 8, 2007, met with the company’s management in Philadelphia, Pennsylvania on October 23, 2007 and sent a revised letter of intent on November 6, 2007. On November 16, 2007, the parties met at KBL’s office in New York to discuss the proposed transaction. A revised letter of intent was drafted within a few days of the meeting and sent to the company on November 19, 2007. The parties met again in New York on January 9, 2008 in an attempt to come to terms, but ultimately the company elected to pursue another alternative. On April 4, 2008, the company notified KBL’s director that its other transaction had fallen through and sent a proposal to KBL with terms it would accept for such a deal. KBL met with the company’s management at KBL’s office on April 10, 2008 and subsequently drafted a revised letter of intent, which was sent to the company on April 17, 2008. The parties had two subsequent meetings in New York on April 21, 2008 and May 6, 2008, which, along with subsequent conversations, ultimately led to the parties agreeing to the basic terms of a transaction in mid-May 2008. On May 27, 2008, KBL notified the company that it had decided not to pursue the transaction based on the complexity of the proposed transaction structure, including potential difficulties in securing three years of audited financials for the target company.

In March 2008, based on research into the international hospital sector, one of KBL’s principals identified a U.S.-based company that owns and operates hospitals in Central and South America and contacted the company’s CEO. Current year revenues were expected to be approximately $190 million with significant growth projected. Two of KBL’s principals visited one of the company’s hospitals on March 28, 2008, and KBL met with the company’s CEO at KBL’s office in New York on April 3, 2008. On May 1, 2008, KBL met the company’s full management team at the company’s corporate headquarters in Dallas, Texas. KBL provided the company with a non-binding initial letter of intent on May 9, 2008 and a revised version on June 3, 2008. The parties mutually signed the revised letter of intent on June 6, 2008. KBL started its due diligence but decided not to begin drafting definitive documentation until receiving the company’s audited financial statements, which had been delayed several times. Ultimately, the company was unable to produce the audited financial statements in a timely fashion, and together with a determination that the valuation under discussion was likely out of line with then-current market comparables, in late 2008 KBL made the decision not to pursue the opportunity further.

In November 2008, KBL had a telephone call with one of its directors, who identified an opportunity with a publicly-traded healthcare services company with which he had prior investment experience. Current year revenues were expected to be approximately $275 million, with modest growth projected. Despite what

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seemed to be a stable overall business, the company’s stock price had declined substantially because it operated in an economically sensitive area, and it was in danger of violating certain covenants on its indebtedness. KBL met the company’s CEO at KBL’s office on November 24, 2008. KBL provided the company with an initial non-binding letter of intent on November 26, 2008 and a revised letter of intent on December 9, 2008. The parties mutually signed the revised letter of intent, which included a requirement that KBL secure one or more co-investors prior to executing a definitive agreement, on December 9, 2008. KBL presented its background and rationale for the transaction to the company’s board of directors on December 11, 2008. On December 22, 2008 and December 30, 2008, KBL performed site visits of some of the company’s service locations. On January 6, 2009, KBL met the company’s full management team at the company’s corporate headquarters and soon thereafter began drafting documentation for the transaction. On January 14-15, 2009, KBL and company management met with potential co-investors at the JP Morgan Healthcare Conference in San Francisco, California. Throughout January and February 2009, KBL contacted and KBL and the company’s management met with several additional potential co-investors. In an attempt to restructure the deal to make it more appealing to potential co-investors, KBL provided the company with a revised letter of intent on January 20, 2009, and it was executed on the same day. Due to the continued deterioration in the economy and the uncertainty around the company’s prospects, KBL was not able to secure any co-investors and notified the company in March 2009 that it would not be proceeding with the transaction.

In December 2008, KBL was contacted by an investment banker at one of its underwriters about a Greek healthcare services company that was publicly traded on the Athens Stock Exchange. Current year revenues were expected to be approximately $300 million with modest growth projected. KBL and the bankers spoke about the company again in February 2009, and on February 10, 2009 KBL met representatives of the company’s majority shareholder at KBL’s New York office. KBL provided the company with a non-binding letter of intent on February 12, 2009 and a revised letter of intent on February 18, 2009. The parties mutually signed the revised letter of intent on February 18, 2009. Due to the expected time required for the company to produce GAAP financial statements as well as concern about the acceptability of the valuation under discussion to KBL’s investors, KBL notified the company in March 2009 that it did not intend to proceed with the transaction.

In September 2007, Joseph Williamson, one of KBL’s directors, identified an opportunity with PRWT, a company that was at the time in the facilities management and maintenance and business process solutions industry, but was in discussions with Merck & Co., Inc. (“Merck”) to acquire a large pharmaceutical manufacturing facility. Mr. Williamson is a personal acquaintance of Jerry Johnson, Vice Chairman of PRWT. Mr. Williamson and Mr. Johnson had discussions with one another from time to time about PRWT and its activities with Merck. In September 2007, Mr. Williamson advised Mr. Johnson about KBL and suggested that PRWT and KBL should meet to explore a potential transaction. Mr. Williamson thereafter attended a dinner with Jerry Johnson, Willie Johnson, Skip Lee and John McCarey, where the SPAC concept generally and KBL specifically were discussed. Thereafter, in September 2007, Mr. Williamson introduced KBL and PRWT.

The introductory meeting was held at PRWT’s corporate headquarters on September 18, 2007. Attendees included Dr. Krauss, Mr. Kaswan and Mr. Williamson from KBL and Mr. W. Johnson, Mr. J. Johnson, Mr. Lackey, Mr. Lee and Mr. McCarey from PRWT. PRWT made a presentation to KBL outlining its current business, management team, the pending Merck transaction and its capital requirements. KBL made a presentation to PRWT describing its merger criteria, process and management team. The parties executed a confidentiality agreement dated September 19, 2007 and PRWT subsequently provided KBL with drafts of the then-pending asset purchase and supply agreements with Merck and an overview of the requirements for minority certification by the National Minority Supplier Development Council. There were several phone and email exchanges held subsequent to the initial meeting, including a teleconference on October 3, 2007. The attendees on the call included Dr. Krauss, Dr. Berk and Mr. Kaswan from KBL and Mr. W. Johnson, Mr. J. Johnson, Mr. Lackey, Mr. Lee and Mr. McCarey from PRWT. Among the issues discussed were PRWT’s minority certification, an overview of the pharmaceutical product pipeline and the status of the proposed distribution business. Please see “ Business of PRWT — Minority-Owned Business ” beginning on page 161 , for the requirements of minority business certification. On October 23, 2007, KBL again met with PRWT management at PRWT’s corporate headquarters in Philadelphia, Pennsylvania. In addition to those in

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attendance at the September 18, 2007 meeting, Dr. Berk from KBL and Mr. Elliot from PRWT were present. During the meeting, PRWT management further described PRWT’s business and provided additional information regarding PRWT and its financials, management and future prospects. Drs. Berk and Krauss and Mr. Kaswan also made a more detailed presentation to PRWT describing KBL and its founders, board of directors, investment criteria and structure. During the presentations, there were numerous exchanges of questions. KBL also interviewed Mr. Elliot in an effort to determine his ability to manage the new pharmaceutical business. KBL reviewed the information provided by PRWT and determined that, while the opportunity was intriguing, it was likely too early for serious consideration given that the contemplated acquisition of the pharmaceutical facility, which was expected to generate much of the future upside, had not yet been consummated. The parties agreed that KBL would be kept updated on PRWT’s progress.

KBL management maintained contact with PRWT via telephone and email, and Mr. Williamson met informally with representatives of PRWT several times during the next several months. On March 10, 2008, Dr. Krauss and Mr. Kaswan met with Mr. J. Johnson, Mr. Lee and Mr. Epps of PRWT in Radnor, Pennsylvania to get an update on PRWT’s operations following PRWT’s acquisition of the Merck plant on January 1, 2008. In addition to getting a general update, this was KBL’s first opportunity to meet and evaluate Mr. Epps, who had recently been hired as President of PRWT. PRWT management relayed that the transition was a smooth one and that operations were proceeding as planned. KBL asked to be kept informed, and the parties agreed to stay in contact.

In September 2008, KBL contacted PRWT and requested an update on its progress, including financial statements through June 30, 2008 and projections for full year 2008 and 2009. This information was provided by Mr. McCarey and reviewed by KBL. KBL also reached out to PRWT in January 2009 to get additional information and to schedule a meeting in New York. Mr. McCarey sent KBL PRWT’s updated business plan, and the parties made plans to get together.

On February 3, 2009, Dr. Krauss, Dr. Berk, Mr. Kaswan, Mr. Williamson and others from KBL met with Mr. W. Johnson, Mr. J. Johnson and Mr. McCarey at KBL’s New York office. During this meeting, PRWT’s management described the company’s progress, ongoing business development initiatives and future plans. The KBL team also made a presentation to PRWT describing its background, structure and potential interest in a business combination. During the presentations, there were numerous exchanges of questions, and there was a general consensus that an opportunity existed to negotiate a mutually beneficial transaction. KBL and PRWT also discussed preliminary views with regard to valuation and deal structure.

The parties were in general agreement that the valuation of PRWT should be in the range of 5.5-6.0 times expected 2009 EBITDA, or in the range of $135-150 million. The parties also agreed that the optimal composition of the consideration should allow the PRWT Stockholders to realize some cash proceeds, but that the majority of the capital should remain in the business to execute the post-combination operating plan. The parties also sought to leave management with a large enough equity stake to protect the company’s status as a minority certified supplier while also serving to motivate them to continue to successfully operate the business.

KBL drafted a preliminary, non-binding letter of intent and sent it to PRWT on February 5, 2009. The initial proposal, which was subject to negotiation and KBL’s successful completion of due diligence, set forth an upfront enterprise valuation of $150 million consisting of $3 million in cash, 15 million shares of KBL common stock (valued at an expected price of $7.85 per share) and the assumption of PRWT’s assumed Net Debt at closing of approximately $29 million. The proposal further called for a retrospective adjustment to valuation based on 5.0 times actual 2009 EBITDA, with a minimum enterprise valuation of $110 million and a maximum enterprise valuation of $190 million. KBL believed this would be an attractive transaction to both its stockholders and the PRWT Stockholders. After shareholder redemptions and transaction costs, these proposed terms would result in approximately $25 million of net proceeds into the combined company.

PRWT reviewed the letter of intent internally and with Blank Rome, its legal advisor. Several rounds of negotiation ensued between KBL and PRWT, including two meetings with Mr. Lee and Mr. McCarey in KBL’s New York offices on February 10 and 11, 2009. Dr. Krauss, Mr. Kaswan and Mr. Williamson from KBL participated in these negotiating sessions. Mr. Lee and Mr. McCarey also consulted with Mr. W. Johnson and Mr. J. Johnson and Blank Rome several times by telephone. The primary items of negotiation centered

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around the overall valuation of the company, the mix of consideration, the inclusion of contingent payments, PRWT’s Net Debt at closing and the ability to maintain PRWT’s minority certifications post-closing. PRWT requested an enterprise valuation of approximately $222.8 million based on $4.5 million of upfront cash consideration, 23.6 million shares of KBL common stock (valued at an expected price of $7.85 per share), a net debt allowance of $33 million. In addition, PRWT rejected the two-way retrospective valuation adjustment that KBL had proposed and requested $40 million of net proceeds into the company. KBL advised PRWT that it could not meet PRWT’s valuation expectations, but that it would try to accommodate the other requests to the extent possible.

KBL sent PRWT a revised letter of intent on February 11, 2009. This revised letter of intent set forth an upfront enterprise valuation of $134.6 million consisting of $3.5 million in cash, 12.5 million shares of KBL common stock (valued at an expected price of $7.85 per share) and the assumption of PRWT’s assumed Net Debt at closing of $33.0 million. The revised letter of intent also removed the two-way retrospective valuation adjustment and provided for up to an additional 8.9 million shares of KBL common stock based on the combined company exceeding certain levels of EBITDA during the years 2009 and 2010. KBL explained to PRWT that this was its best and final offer. This letter of intent was signed by the parties on February 12, 2009.

On February 11, 2009, Graubard Miller, as counsel to KBL, delivered to PRWT an extensive due diligence request list. On February 12, 2009, KBL delivered to PRWT a supplemental business due diligence list. On February 20, 2009, Ladenburg Thalmann & Co. Inc. (“Ladenburg”), in connection with its engagement by KBL to provide certain fairness opinion services in connection with the proposed business combination, delivered to PRWT a third document and due diligence request list. KBL and Graubard Miller immediately began reviewing in detail the due diligence materials received from PRWT. As part of its due diligence investigation, KBL visited the pharmaceutical manufacturing facility and met with its management team in Riverside, Pennsylvania on February 24, 2009. Dr. Krauss, Dr. Berk and Mr. Kaswan were in attendance from KBL and Mr. Lee, Mr. Elliot and the management team of the facility were present from PRWT. KBL and PRWT also consulted with their respective advisers on the deal structure, attractiveness of the transaction to key stockholders, expected timeline and next steps. Additionally, KBL instructed Graubard Miller to begin preparation of definitive documentation consistent with the terms of the letter of intent.

On February 18, 2009, KBL retained Ladenburg to render an opinion as to whether the consideration to be paid in the transaction is fair to KBL’s stockholders and to opine as to whether the fair market value of PRWT is at least 80% of KBL’s trust account.

Beginning on February 18, 2009 and proceeding through March 13, 2009, succeeding drafts of the transaction documents were prepared in response to comments and suggestions of the parties and their respective counsels, with management and counsel for both companies engaging in numerous conversations regarding the details of the transaction, focused on items not specifically addressed in the letter of intent including the board of directors, management option plan and lock-up provisions for the PRWT shareholders. PRWT initially asked to have four of its officers on the post-closing board of directors. KBL responded that it intended to have one seat on the post-closing board, which would have meant the proposed board would have five non-independent directors. Given that the NASDAQ and other major stock exchanges require a majority of independent directors, KBL explained this would require a minimum of 11 people on the board, which it advised PRWT would be unwieldy. PRWT ultimately agreed and it was decided initially to go with a nine person board including only two of PRWT’s officers (which board size was ultimately reduced to seven persons). The parties agreed to a 10% management option pool and up to a three-year lock-up to protect the minority ownership. To reflect these discussions, included in the various transaction documents, in addition to the Merger Agreement, were an escrow agreement, voting agreement, and lock-up agreements for the PRWT stockholders.

Throughout February and March 2009, KBL had numerous telephone conversations with individuals at PRWT in order to discuss the issues above in an effort to finalize the merger agreement and the transaction. KBL and PRWT met in person at PRWT’s offices in Philadelphia, Pennsylvania on February 23 and March 9, 2009 and at KBL’s New York office on February 27, 2009. Dr. Krauss, Dr. Berk, Mr. Kaswan and Mr. Williamson from KBL met with Mr. W. Johnson, Mr. J. Johnson, Mr. Epps, Mr. Lackey, Mr. Lee, Mr.

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McCarey and several junior managers from PRWT at the two Philadelphia meetings and with Mr. J. Johnson at the New York meeting. These meetings were held to resolve remaining open items including the final board structure, final due diligence questions, management compensation expectations and the repayment of PRWT’s insider loans. KBL also met Mr. Dobrowolski, President of PRWT’s U.S. Facilities subsidiary for the first time and had an opportunity to interview him regarding his business on March 9, 2009.

On February 25, 2009, KBL convened a telephonic meeting of its board of directors to give the board an update on PRWT’s business and to discuss the terms of the proposed business combination. The board received copies of PRWT’s business plan and presentation materials including financial, operational and descriptive information about PRWT and a summary of the proposed terms of the transaction. KBL also presented an overview regarding the status of its other acquisition candidates. Six of KBL’s seven board members were present on the call (Mr. Barnett was unavailable), and all were supportive of the proposed business combination. It was agreed that KBL should proceed with the transaction. The directors were continuously updated as to the status of the due diligence and negotiations.

On March 6, 2009, the parties had a conference call to discuss the remaining open items on the transaction. Participating from KBL were Dr. Krauss and Mr. Kaswan and from PRWT were Mr. Lee and Mr. McCarey. The PRWT representatives notified KBL that Net Debt at closing was expected to be higher than $33 million. PRWT also raised the issue that the potential exercise of KBL’s 19.325 million outstanding warrants could endanger the company’s minority certifications. PRWT asked KBL to increase the net debt allowance to $45.0 million and to provide a mechanism to protect the minority ownership against the potential exercise of the warrants. KBL agreed to increase the net debt allowance with some offset against the valuation and to come up with a proposal regarding the warrants. After further discussions, the parties came to revised terms on March 11, 2009. In return for increasing the allowable Net Debt at closing to $45 million, the number of shares to be issued at closing was reduced from 12.5 million to 11.95 million, and the maximum number of contingent shares was reduced from 8.9 million to 8.0 million. In order to minimize the potential dilution from the warrants, the parties agreed that the warrant holders must be offered the ability to exercise the warrants on a cashless basis (reducing the number of shares potentially issued). The parties further agreed that the PRWT Stockholders would be eligible to receive one share from the 8.0 million contingent share pool for each share issued to settle the warrants to the extent that those shares had not already been earned based on the EBITDA targets. They also agreed to extend the contingent payments across three years (2009, 2010 and 2011) instead of two in order to extend beyond the expiration of the warrants.

Based on the last sale price of a share of KBL common stock on March 13, 2009 ($7.67), the date the merger agreement was signed by the parties, with respect to the shares to be issued at the closing of the business combination, and assuming all contingent issuances of stock (valued at $7.85 per share) and payments of cash are made, the value of the total maximum consideration that may be given by KBL in the merger is approximately $158 million or approximately $203 million giving effect to KBL’s assumption of up to $45 million of PRWT’s Net Debt. See the section entitled “ The Merger Agreement — Merger Consideration .”

On March 13, 2009, another meeting of the board of directors of KBL was held telephonically. All directors attended, as did Brian L. Ross, Esq. of Graubard Miller, and representatives of Ladenburg. Prior to the meeting, copies of the most recent drafts of the significant transaction documents, in substantially final form, were delivered to all participants. KBL management discussed its efforts to find a suitable candidate for a business combination, its rationale for selecting PRWT, its assessment of the attractiveness of the opportunity as well as its risks and its strategy to secure approval from its stockholders. Scott Salpeter and Kathy Welker of Ladenburg made a presentation regarding the fairness of the consideration to be paid in the merger. Mr. Salpeter advised the board that it was the opinion of Ladenburg that the consideration to be paid in the merger was fair to KBL’s stockholders from a financial point of view, and that the fair market value of PRWT is at least 80% of KBL’s trust account. Mr. Salpeter and Ms. Welker detailed for the board the analysis performed by Ladenburg and made a presentation concerning how Ladenburg had arrived at its opinion. Mr. Salpeter and Ms. Welker discussed at length with KBL’s board the different analyses used to determine whether the merger consideration to be paid by KBL was fair from a financial point of view to KBL’s stockholders, as well as to determine the fair market value of PRWT. For a more detailed description of the Ladenburg fairness opinion, see the section entitled “ The Merger Proposal — Fairness Opinion .” After

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considerable review and discussion, the Merger Agreement and related documents were unanimously approved, and the board determined to recommend the approval of the merger to the stockholders of KBL.

The merger agreement was signed on March 13, 2009. On March 16, 2009, KBL and PRWT issued a joint press release announcing the execution of the merger agreement and discussing the terms of the merger agreement, and on March 19, 2009, KBL filed a Current Report on Form 8-K discussing in greater detail the terms of the merger agreement and PRWT’s business. The merger agreement was amended as of April 30, 2009 to clarify the merger structure by providing that KBL would survive the merger with Merger Sub.

KBL entered into consulting agreements with two consultants, Andrew Sherman and Dean Drizin, on August 1, 2007 and August 29, 2007, respectively. The agreements are terminable by either party upon 60 and 30 days prior written notice, respectively, and the agreement with Mr. Sherman was terminated effective as of February 28, 2009. Under the terms of the agreement, KBL paid the consultants a combined fee of $33,750 per month plus expenses for consulting services. KBL also is obligated to pay a success fee to these consultants totaling $600,000 in the event the merger with PRWT is completed. Both Messrs. Drizin and Sherman were materially involved in identifying and contacting potential acquisition candidates for KBL. Messrs. Drizin and Sherman assisted KBL management in preparations for meeting with potential acquisition candidates and participated in many of these meetings with management. These two consultants also led due diligence efforts with respect to acquisition candidates, including PRWT. They also were involved in the preparation and negotiation of the agreements related to the proposed KBL-PRWT business combination.

KBL also engaged several third-party independent contractors to assist in finding a potential target business to acquire. KBL had generally agreed to pay such entities a fee between 0.5% and 1.5% of the total value of the transaction for any target business referred by such third parties that is ultimately acquired by KBL. No such fees will be payable in connection with the merger with PRWT.

KBL’s Board of Directors’ Reasons for the Approval of the Merger

KBL’s board of directors reviewed industry and financial data in order to determine that the transaction terms were reasonable and that the merger was in the best interests of KBL’s stockholders.

KBL conducted a due diligence review of PRWT that included an industry analysis, a description of PRWT’s existing business model, and a valuation analysis of financial projections in order to enable the board of directors to ascertain the reasonableness of the consideration.

The management of KBL, including members of its board of directors, has long and diverse experience in operational management, investments and financial management and analysis. In the opinion of KBL, it is well qualified to conduct the due diligence and other investigations and analyses required in connection with the search for a merger partner. Zachary C. Berk, O.D., KBL’s chairman, Marlene R. Krauss, M.D., KBL’s chief executive officer, Michael D. Kaswan, KBL’s chief operating officer, and Eileen More and Joseph Williamson, each a director of KBL, were officers, directors and special advisors of KBL Healthcare Acquisition Corp. II, a special purpose acquisition company, which successfully consummated a merger with Summer Infant, Inc. on March 6, 2007. Additionally, members of KBL’s board are experienced in the investment, securities and capital management industries. KBL believes that this experience makes KBL’s management and board highly qualified to render an opinion on the merits of this transaction.

The KBL board of directors concluded that the merger agreement with PRWT is in the best interests of KBL’s stockholders. In reaching this conclusion, it considered a wide variety of factors. In light of the complexity of those factors, the board did not consider it practicable to quantify or otherwise assign relative weights to the specific factors it considered in reaching its decision. In addition, individual members of the board may have given different weight to different factors.

The following is a summary of the material factors that the KBL board of directors considered:

PRWT’s Potential for Future Growth .  Important criteria to KBL’s board of directors in identifying an acquisition target were that the target business had established business operations, that it was generating stable current revenues, and that it had what the board believed to be the potential to experience growth in EBITDA and earnings per share in the future. KBL’s board of directors believes that PRWT has the appropriate infrastructure in place and is competitively positioned in each of its three industries to achieve

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significant organic growth, particularly within the Cherokee subsidiary. The board’s belief in PRWT’s growth potential is based on PRWT’s historical growth and the positive overall industry dynamics in the pharmaceutical manufacturing and distribution, facilities management and maintenance, and business process outsourcing services markets. Furthermore, as a minority-owned business, PRWT is expected to continue to benefit from increasing diversity spending. PRWT has grown, both organically and through acquisitions, from a single office and 16 employees to approximately 1,312 employees in 10 states and the District of Columbia. KBL’s board of directors believes that the business combination with KBL will elevate PRWT’s profile within its industries and provide PRWT with access to capital to fund its internal growth initiatives and acquisitions.

The Experience of PRWT’s Management.   Another important criteria to KBL’s board of directors in identifying an acquisition target was that the target business has a seasoned operations team with specialized knowledge of the markets within which it operates. KBL’s board of directors believes that the management teams at PRWT leading its strategic initiatives have unique expertise in both the operation of minority owned certified businesses and the technological aspects of the products and services currently offered and being developed. PRWT’s management team has broad experience across PRWT’s industries in both the government and private sectors, including key public company experience, with companies such as Safeguard Scientifics, GlaxoSmithKline, Digital Equipment Corp, ACS Government Solutions and Lockheed Martins IMS. The Board recognized that PRWT has earned a reputation as a value-added partner that consistently exceeds customer expectations. In addition, the Board valued PRWT’s proven ability in 2008 to successfully run the Cherokee facility under PRWT management and control.

Financial Condition and Results of Operations.   PRWT’s current financial condition and results of operations was another important criteria to KBL’s board of directors. While PRWT’s history of losses was evaluated and taken into consideration, the board noted PRWT’s ability, through organic growth and acquisitions, to grow revenues from approximately $66,000,000 in 2006 to approximately $165,000,000 in 2008, with EBITDA growing from approximately $1,000,000 to approximately $11,000,000 in 2008. This historic growth is consistent with PRWT’s financial projections which are discussed under the section of this proxy statement/prospectus entitled “ The Merger Proposal — Fairness Opinion .”

Valuation.   The KBL board considered the value of PRWT in relation to its growth potential. In addition to leveraging the board’s considerable healthcare investing expertise, the board considered an indicated valuation range for PRWT based on a discounted cash flow analysis, a comparable company analysis and a comparable transaction analysis. See the section entitled “ Fairness Opinion: Valuation Overview .”

PRWT's Favorable Credit Terms.    On a substantial portion of their existing debt, PRWT has negotiated terms and conditions that are more favorable then those presently available in the market. Furthermore, the agreement governing the debt does not materially restrict PRWT's ability to conduct its business in the manner it deems appropriate. The favorable credit terms will enhance New Pubco's ability to implement its growth strategy.

Potential Adverse Factors Considered by KBL

KBL’s board evaluated several potential adverse factors in its consideration of the acquisition of PRWT. These included:

PRWT’s history of losses .  PRWT’s history of losses was considered by the board. KBL determined, however, that the growth prospects of PRWT outweighed concerns based on historical losses. In this regard, it was noted that losses were incurred during the development and rollout of PRWT business and PRWT’s acquisition of new business lines. The board noted PRWT increasing revenues, EBITDA and the overall growth opportunities presented by PRWT’s business strategy and position in its target markets.

Adverse general economic conditions.   In its evaluation of PRWT, KBL considered the current adverse economic conditions and the impact such conditions could have on PRWT’s businesses. It was the board’s belief that the trends evidenced in PRWT’s financial results for the past 12 months demonstrated potential resistance or minimal exposure to recessionary economic forces and that PRWT’s markets, position in such markets and growth strategy outweighed concerns about general economic conditions.

In evaluating the potentially adverse factors above, the board of KBL noted that each of PRWT’s businesses operates on the basis of long-term contracts, which KBL believes offers meaningful protection

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against erosion of PRWT’s existing customer base. In addition, the board of KBL noted that PRWT’s BPS and US Facilities businesses currently focus primarily on government contracts, while PRWT’s Cherokee operations focus on the pharmaceuticals industry. KBL believes that government spending and spending on healthcare/pharmaceuticals are not particularly cyclical and therefore not as susceptible to the current adverse economic conditions as other industries. In addition, since all three PRWT businesses seek to offer cost savings to their customers through outsourcing, KBL believes difficult conditions may ultimately create additional opportunities for PRWT to secure new business.

The board of KBL was cognizant of KBL’s liquidation date of July 19, 2009, but ultimately evaluated the potential business combination with PRWT strictly on the quantitative and qualitative information regarding PRWT and its business that was available. Since completion of KBL’s IPO, the board has been regularly kept apprised of potential business combination targets and management’s discussions and evaluation of such targets. As discussed above, KBL engaged in an ongoing and systematic search for potential business combination candidates, deciding on its own accord in various situations to terminate discussions with potential candidates when determined by management that such candidates did not ultimately represent the investment opportunity that KBL wanted to present to its stockholders.

Satisfaction of 80% Test

It is a requirement that any business acquired by KBL have a fair market value equal to at least 80% of KBL’s trust account balance (excluding amounts payable for deferred underwriting discounts and commissions and taxes payable) at the time of such acquisition. Based on the financial analysis of PRWT generally used to approve the transaction, including a comparison of comparable companies and a discounted cash flow analysis, the KBL board of directors determined that this requirement was met. The KBL board of directors believes because of the financial skills and background of its directors, it was qualified to conclude that the acquisition of PRWT met this requirement.

Interests of KBL’s and PRWT’s Directors and Officers and Others in the Merger

When you consider the recommendation of KBL’s board of directors in favor of approval of the merger proposal, you should keep in mind that KBL’s and PRWT’s directors and officers have certain interests in the merger transaction that are different from, or in addition to, your interests as a stockholder. These interests include:

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Additionally, (i) upon consummation of the merger, Andrew Sherman, a consultant to KBL, will receive $500,000 and Dean Drizin, a consultant to KBL, will receive $100,000, (ii) upon consummation of the merger, the underwriters in KBL’s IPO will be entitled to receive $4,140,000 of deferred underwriting commissions, (iii) if the merger is not consummated, the KBL warrants owned by PRWT and Jerry Johnson, Vice President of PRWT, will become worthless, and (iv) prior to the consummation of the merger, PRWT will enter into employment agreements, effective upon consummation of the merger, with Jerry Johnson, Vice Chairman of PRWT, and Murvin Lackey, President of Distribution of Cherokee Pharmaceuticals.

Recommendation of KBL’s Board of Directors

After careful consideration of the matters described above, particularly PRWT’s record of growth, high return on equity, potential for growth and profitability, the experience of PRWT’s management, PRWT’s competitive positioning, its customer and labor relationships, and technical skills, KBL’s board of directors determined unanimously that the merger proposal is fair to and in the best interests of KBL and its stockholders. KBL’s board of directors has approved and declared advisable and unanimously recommend that you vote or give instructions to vote “FOR” the merger proposal.

The foregoing discussion of the information and factors considered by the KBL board of directors is not meant to be exhaustive but includes the material information and factors considered by the KBL board of directors.

Actions That May Be Taken to Secure Approval of KBL’s Stockholders

Based on recently completed business combinations by other similarly structured blank check companies, it is believed by KBL that the present holders of 30% or more of the Public Shares may have the intention to vote against the merger and seek conversion of their Public Shares into cash in accordance with KBL’s Charter. If such event were to occur, the merger could not be completed. In an effort to preclude such possibility and to ensure compliance with the PRWT Majority Requirements, KBL, the KBL Founders, PRWT, the PRWT Stockholders and their respective affiliates will seek to negotiate arrangements to provide for the

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purchase of the Public Shares from the holders of Public Shares who indicate their intention to vote against the merger and seek conversion or otherwise wish to sell their Public Shares. These arrangements might also include arrangements to provide such holders of Public Shares with incentives to vote in favor of the merger proposal, or similar arrangements for the repurchase of warrants of KBL.

It is anticipated that KBL and/or PRWT would approach a limited number of large holders of KBL described above and engage in direct negotiations for the purchase of such holders’ positions. All holders approached in this manner would be institutional or sophisticated holders. Arrangements of such nature would only be entered into and effected at a time when KBL, the KBL Founders, PRWT, the holders of PRWT common stock and/or their respective affiliates are not aware of any material nonpublic information regarding KBL, its securities or PRWT or such arrangements would be made pursuant to agreements between the buyer and seller of such securities in a form that would not violate insider trading rules. Definitive arrangements have not yet been determined but might include:

Purchases pursuant to such arrangements ultimately paid for with funds in KBL’s trust account would diminish the funds available to New Pubco after the merger for working capital and general corporate purposes, but the merger agreement provides that there must be at least $25,000,000 available after such purchases. Nevertheless, in all events, New Pubco will pay the holders of all Public Shares that are properly converted.

As a result of the purchases that may be effected through such arrangements, it is likely that the number of shares of common stock of New Pubco in its public float will be significantly reduced and that the number of beneficial holders of KBL securities will also be significantly reduced. This may make it difficult to obtain the quotation, listing or trading of New Pubco securities on The NASDAQ Stock Market (“NASDAQ”) or another national securities exchange.

KBL will file a Current Report on Form 8-K to disclose arrangements entered into or significant purchases made by any of the aforementioned persons that would affect the vote on the merger proposal or the conversion threshold. Any such report will include descriptions of any arrangements entered into or significant purchases by any of the aforementioned persons. If members of KBL’s board of directors or officers make purchases pursuant to such arrangements, they will also be required to make beneficial ownership filings with the SEC.

All shares purchased pursuant to such arrangements would be voted in favor of the merger proposal. If, for some reason, the merger is not closed despite such purchases, the purchasers would be entitled to participate in liquidation distributions from KBL’s trust fund with respect to such shares.

It is possible that the special meeting could be adjourned to provide time to seek out and negotiate such transactions if, at the time of the meeting, it appears that the requisite vote will not be obtained or that the limitation on conversion will be exceeded, assuming that an adjournment proposal is approved. Also, under Delaware law, the board of directors may postpone the meeting at any time prior to it being called to order, in order to provide time to seek out and negotiate such transactions.

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Rescission Rights

Because KBL’s IPO prospectus did not disclose that funds in its trust account might be used, directly or indirectly, to purchase Public Shares in order to secure approval of KBL’s stockholders on the merger, each holder of Public Shares at the time of the merger who purchased his Public Shares in the IPO and who has not converted his shares into cash may have securities law claims against KBL or New Pubco for rescission (under which a successful claimant has the right to receive the total amount paid for his securities pursuant to an allegedly deficient prospectus, plus interest and less any income earned on the securities, in exchange for surrender of the securities) or damages (compensation for loss on an investment caused by alleged material misrepresentations or omissions in the sale of a security). As KBL’s existence will terminate at the time of the merger and its rights and obligations will become rights and obligations of Merger Sub, the rescission right will continue against New Pubco after the merger.

Such claims may entitle stockholders asserting them to up to $8.00 per share, based on the initial offering price of the IPO units comprised of stock and warrants, less any amount received from sale of the original warrants purchased with them, plus interest from the date of KBL’s IPO (which, in the case of holders of Public Shares, may be more than the pro rata share of the trust account to which they are entitled on conversion or liquidation).

In general, a person who purchased shares pursuant to a defective prospectus or other representation must make a claim for rescission within the applicable statute of limitations period, which, for claims made under Section 12 of the Securities Act and some state statutes, is one year from the time the claimant discovered or reasonably should have discovered the facts giving rise to the claim, but not more than three years from the occurrence of the event giving rise to the claim. A successful claimant for damages under federal or state law could be awarded an amount to compensate for the decrease in value of his shares caused by the alleged violation (including, possibly, punitive damages), together with interest, while retaining the shares. Claims under the anti-fraud provisions of the federal securities laws must generally be brought within two years of discovery, but not more than five years after occurrence. Rescission and damages claims would not necessarily be finally adjudicated by the time the business combination with PRWT may be completed, and such claims would not be extinguished by consummation of that transaction.

Even if you do not pursue such claims, others, including all holders of Public Shares, may. Neither KBL nor PRWT can predict whether stockholders will bring such claims, how many might bring them or the extent to which they might be successful.

Because such claims will necessarily arise only if the merger is completed, at which time KBL will no longer exist and the funds in the trust account will have been disbursed to New Pubco, these claims might be asserted against New Pubco.

Fairness Opinion

Ladenburg made a presentation to KBL’s board of directors on March 13, 2009 and subsequently delivered its written opinion to the board of directors. The opinion stated that, as of March 13, 2009, based upon and subject to the assumptions made, matters considered, procedures followed and limitations on Ladenburg’s review as set forth in the opinion, (i) the merger consideration is fair, from a financial point of view, to KBL’s stockholders, and (ii) the fair market value of PRWT is at least equal to 80% of KBL’s trust account. The amount of the merger consideration was determined pursuant to negotiations between KBL, PRWT and each of KBL’s and PRWT’s respective financial advisors and not pursuant to recommendations of Ladenburg.

The full text of Ladenburg’s written opinion dated as of March 13, 2009, which sets forth the assumptions made, matters considered, procedures followed, and limitations on the review undertaken by Ladenburg in rendering its opinion, is attached as Annex I to this proxy statement/prospectus and is incorporated herein by reference. We urge you to read the opinion carefully and in its entirety. The summary of the Ladenburg opinion set forth in this proxy statement/prospectus is qualified in its entirety by reference to the full text of the opinion.

The Ladenburg opinion is not intended to be, and does not constitute, a recommendation to you as to how you should vote or proceed with respect to the merger or any other matter. Ladenburg was not requested

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to opine as to, and its opinion does not in any manner address, the relative merits of the transactions contemplated by the merger agreement as compared to any alternative business strategy that might exist for KBL, KBL’s underlying business decision to proceed with or effect the transactions contemplated by the Agreement, and other alternatives to the transactions contemplated by the merger agreement that might exist for KBL. Ladenburg does not express any opinion as to the underlying valuation or future performance of KBL, PRWT, New Pubco or the price at which KBL or New Pubco’s securities might trade at any time in the future.

Ladenburg’s analysis and opinion are necessarily based upon market, economic and other conditions, as they existed on, and could be evaluated as of, March 13, 2009. Accordingly, although subsequent developments may affect its opinion, Ladenburg has not assumed any obligation to update, review or reaffirm its opinion. KBL and PRWT do not believe there have been any material changes in PRWT’s operations, performance or in any of the projections or assumptions upon which Ladenburg based its opinion since the delivery of the Ladenburg opinion and do not anticipate any material changes to occur before the Special Meeting.

In arriving at its opinion, Ladenburg took into account an assessment of general economic, market and financial conditions, as well as its experience in connection with similar transactions and securities valuations generally. In so doing, among other things, Ladenburg:

In arriving at its opinion, Ladenburg relied upon and assumed the accuracy and completeness of all of the financial and other information that was supplied or otherwise made available to Ladenburg without assuming any responsibility for any independent verification of any such information. Further, Ladenburg relied upon the assurances of KBL and PRWT management that they were not aware of any facts or

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circumstances that would make any such information inaccurate or misleading. With respect to the financial information and projections utilized, Ladenburg assumed that such information has been reasonably prepared on a basis reflecting the best currently available estimates and judgments, and that such information provides a reasonable basis upon which it could make an analysis and form an opinion. The projections were solely used in connection with the rendering of Ladenburg's fairness opinion. Investors should not place reliance upon such projections, as they are not necessarily an indication of what PRWT’s revenues and profit margins will be in the future. The projections were prepared by PRWT management and are not to be interpreted as projections of future performance (or “guidance”) by PRWT. Ladenburg did not evaluate the solvency or fair value of KBL or PRWT under any foreign, state or federal laws relating to bankruptcy, insolvency or similar matters. Ladenburg did not make a physical inspection of the properties and facilities of PRWT and did not make or obtain any evaluations or appraisals of PRWT’s assets and liabilities (including any contingent, derivative or off-balance-sheet assets and liabilities). In addition, Ladenburg did not attempt to confirm whether PRWT had good title to its assets.

Ladenburg assumed that the transactions contemplated by the Agreement will be consummated in a manner that complies in all respects with the applicable provisions of the Securities Act, the Securities Exchange Act of 1934, as amended (“Exchange Act”), and all other applicable foreign, federal and state statutes, rules and regulations. Ladenburg assumed that the transactions contemplated by the Agreement will be consummated substantially in accordance with the terms set forth in the Agreement, without any further amendments thereto, and that any amendments, revisions or waivers thereto will not be detrimental to KBL or its stockholders in any material respect. In addition, based upon discussions with KBL management, Ladenburg assumed that the merger shall qualify as a plan of reorganization within the meaning of Section 368 of the IRC.

In connection with rendering its opinion, Ladenburg performed certain financial, comparative and other analyses as summarized below. Each of the analyses conducted by Ladenburg was carried out to provide a different perspective on the merger, and to enhance the total mix of information available. Ladenburg did not form a conclusion as to whether any individual analysis, considered in isolation, supported or failed to support an opinion as to the fairness, from a financial point of view, of the merger consideration to KBL’s stockholders. Further, the summary of Ladenburg’s analyses described below is not a complete description of the analyses underlying Ladenburg’s opinion. The preparation of a fairness opinion is a complex process involving various determinations as to the most appropriate and relevant methods of financial analysis and the application of those methods to the particular circumstances and, therefore, a fairness opinion is not readily susceptible to partial analysis or summary description. In arriving at its opinion, Ladenburg made qualitative judgments as to the relevance of each analysis and factors that it considered. In addition, Ladenburg may have given various analyses more or less weight than other analyses, and may have deemed various assumptions more or less probable than other assumptions, so that the range of valuations resulting from any particular analysis described above should not be taken to be Ladenburg’s view of the value of PRWT’s assets. The estimates contained in Ladenburg’s analyses and the ranges of valuations resulting from any particular analysis are not necessarily indicative of actual values or actual future results, which may be significantly more or less favorable than suggested by such analyses. In addition, analyses relating to the value of businesses or assets neither purport to be appraisals nor do they necessarily reflect the prices at which businesses or assets may actually be sold. Accordingly, Ladenburg’s analyses and estimates are inherently subject to substantial uncertainty. Ladenburg believes that its analyses must be considered as a whole and that selecting portions of its analyses or the factors it considered, without considering all analyses and factors collectively, could create a misleading or incomplete view of the process underlying the analyses performed by Ladenburg in connection with the preparation of its opinion.

The summaries of the financial reviews and analyses include information presented in tabular format. In order to fully understand Ladenburg’s financial reviews and analyses, the tables must be read together with the accompanying text of each summary. The tables alone do not constitute a complete description of the financial analyses, including the methodologies and assumptions underlying the analyses, and if viewed in isolation could create a misleading or incomplete view of the financial analyses performed by Ladenburg.

The analyses performed were prepared solely as part of Ladenburg’s analysis of the fairness, from a financial point of view, of the merger consideration to KBL’s stockholders, and were provided to KBL’s board

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of directors in connection with the delivery of Ladenburg’s opinion. The opinion of Ladenburg was just one of the several factors taken into account by KBL’s board of directors in making its determination to approve the merger, including those described elsewhere in this proxy statement/prospectus.

Merger Consideration Analysis

The merger consideration consists of an initial merger consideration and a contingent merger consideration.

Initial Merger Consideration.   For purposes of the Ladenburg opinion, the “initial merger consideration” to be received by the PRWT Stockholders consists of (i) 11,950,000 newly issued shares of New Pubco common stock, (ii) a $3,500,000 cash payment to the PRWT Stockholders, and (iii) the assumption of up to $45,000,000 of PRWT Net Debt. The aggregate indicated value of the initial merger consideration was approximately $142,300,000, based on an estimated per share liquidation value of $7.85 per share. Ladenburg utilized the estimated per share liquidation value at closing to calculate the value of New Pubco common stock issued to the PRWT Stockholders because the value of KBL’s common stock at the merger closing must equal or exceed such value or the merger will not be approved. The value of the New Pubco common stock issued to the PRWT Stockholders will be different once trading commences in New Pubco common stock.

Contingent Merger Consideration.   At closing, 8,000,000 shares will be held in escrow to be released to the PRWT Stockholders upon New Pubco attaining certain EBITDA targets or upon certain exercises of New Pubco redeemable warrants. PRWT management projected 2009, 2010 and 2011 PRWT EBITDA of $26.9 million, $27.9 million and $46.4 million, respectively. Ladenburg assumed that PRWT would achieve such projections and calculated the “contingent merger consideration” to be $56,900,000, based on PRWT partially achieving its EBITDA target of $25 million in 2009, not achieving its EBITDA target of $30 million in 2010 and achieving its EBITDA target of $40 million in 2011. Also, Ladenburg assumed that 2,300,000 million shares would be released from escrow based upon projected exercises of New Pubco redeemable warrants For purposes of calculating the contingent merger consideration, Ladenburg assumed that 7,200,000 shares of the 8,000,000 escrowed shares would be released from escrow.

The following table sets forth Ladenburg’s calculation of projected initial and contingent merger consideration:

($ and Shares in Thousands, Except per Share)

		Minimum Merger Consideration		Projected Merger Consideration		Maximum Merger Consideration
		Number of Shares		Assumed Price Per Share		Indicated Value		Number of Shares		Assumed Price Per Share		Indicated Value		Number of Shares		Assumed Price Per Share		Indicated Value
Initial Merger Consideration:
Shares			11,950			$	7.85			$	93,808				11,950			$	7.85			$	93,808				11,950			$	7.85			$	93,808
Cash											3,500												3,500												3,500
Estimated Net Debt assumed at close											45,000												45,000												45,000
											142,308				11,950								142,308				11,950								142,308
Contingent Merger Consideration:
2009 EBITDA Shares															1,872			$	7.85				14,697				2,000			$	7.85				15,700
2010 EBITDA Shares															—			$	7.85				—				3,000			$	7.85				23,550
2011 EBITDA Shares															3,000			$	7.85				23,550				3,000			$	7.85				23,550
Warrant Exercise Provision															2,331			$	8.00				18,650				—				—				—
															7,203								56,897				8,000								62,800
Shares Issued			11,950												19,153												19,950
Merger Consideration (Rounded)											$142,300												$199,200												$205,100

Therefore, the indicated value of the merger consideration utilized in Ladenburg’s analysis ranged from the initial merger consideration of approximately $142,300,000 to the projected merger consideration of approximately $199,200,000.

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For purposes of Ladenburg’s analyses, “EBITDA” means earnings before interest, taxes, depreciation and amortization, as adjusted for add-backs for one-time charges.

Valuation Overview

Ladenburg generated an indicated valuation range for PRWT based on a discounted cash flow analysis, a comparable company analysis and a comparable transaction analysis, each as more fully discussed below.

Discounted Cash Flow Analysis

A discounted cash flow analysis estimates value based upon a company’s projected future free cash flow discounted at a rate reflecting risks inherent in its business and capital structure. Unlevered free cash flow represents the amount of cash generated and available for principal, interest and dividend payments after providing for ongoing business operations.

Ladenburg utilized the forecasts provided by PRWT management, which project approximately 22.0% organic revenue growth from fiscal year 2009 through fiscal year 2012 and increasing profitability reflecting improving economies of scale.

In order to arrive at a present value, Ladenburg utilized discount rates ranging from 17.5% to 19.5%. This was based on an estimated weighted average cost of capital of 18.5% (based on PRWT’s estimated weighted average cost of debt of 4.9% and 20.3% estimated cost of equity). The cost of equity calculation was derived utilizing the Ibbotson build up method utilizing appropriate equity risk, industry risk and size premium and a company specific risk factor of 5.0%, reflecting the risk associated with achieving the projected sales growth and increasing margins throughout the projection period.

Ladenburg presented a range of terminal values at the end of the forecast period by applying a range of terminal exit multiples based on EBITDA as well as long term perpetual growth rates.

Utilizing terminal EBITDA multiples of between 5.5x and 6.5x reflecting the comparable companies mean LTM EBITDA multiples of 6.5x and long term perpetual growth rates of between 4.5% and 5.5% reflecting expected long term nominal gross domestic product, or GDP, growth, Ladenburg derived an indicated enterprise value range of approximately $188,500,000 to approximately $234,100,000. Ladenburg noted that the projected merger consideration of approximately $199,200,000 is within PRWT’s indicated enterprise value range derived from the discounted cash flow analysis.

For purposes of Ladenburg’s analyses, “enterprise value” means equity value plus all interest-bearing debt less cash.

Comparable Company Analysis

A selected comparable company analysis reviews the trading multiples of publicly traded companies that are similar to PRWT with respect to business and revenue model, operating sector and target customer base.

Ladenburg’s analysis was based on income statement figures adjusted to reflect PRWT 51% ownership of USF.

Ladenburg identified the following seven companies that it deemed comparable to Cherokee, PRWT’s pharmaceutical manufacturing and distribution subsidiary, with respect to their industry sector and operating model. The comparable companies provide outsourced pharmaceutical services in North America, Europe and India with a significant focus on contract manufacturing services. Ladenburg primarily used these companies in its analysis because approximately 82.6% of adjusted EBITDA is expected to be generated by Cherokee in 2009.

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In addition, Ladenburg located 13 companies that it deemed comparable to PRWT’s other two businesses (four companies for the facilities management and maintenance services business and nine companies for the business processing services business). The multiples derived from these additional two sets were not sufficiently different to meaningfully impact the selection of multiples for the overall business.

The comparable companies are larger than PRWT based on 2008 revenue, however only five of the comparable companies are larger based on 2009 projected revenue, with 2009 projected revenue ranging from approximately $242,800,000 to approximately $2,600,000,000, compared with approximately $276,600,00 for PRWT.

Ladenburg noted that the comparable companies are more profitable than PRWT, with 2009 projected EBITDA margins ranging from approximately 13.9% to approximately 25.1%, compared with approximately 9.7% for PRWT. PRWT’s projected 2010 EBITDA growth of approximately 3.9% is lower than most comparable companies (except for Cambrex) and lower than the mean of 15.6%. For comparison purposes, all operating profits including EBITDA were normalized to exclude unusual and extraordinary expenses and income.

Ladenburg generated a number of multiples worth noting with respect to the comparable companies:

Enterprise Value Multiple of

Mean

Median

High

Low

2009 EBITDA

6.1x

5.8x

9.5x

3.0x

2010 EBITDA

5.2x

5.0x

8.1x

3.0x

Ladenburg reviewed the historical multiples generated for the comparable companies and noted that the mean and median enterprise value to latest twelve months or LTM EBITDA multiple over the last ten years were 12.0x and 11.5x, respectively, significantly higher than the current mean and median enterprise value to LTM EBITDA of 6.5x and 6.9x, respectively, reflecting current market conditions. Ladenburg also noted that the comparable companies are currently trading at approximately 46.5% of their 12-month high.

Ladenburg selected an appropriate multiple range for PRWT by examining the range indicated by the comparable companies and taking into account certain company-specific factors. Ladenburg selected PRWT’s 2009 valuation multiples to be below the mean of the comparable companies due to PRWT’s lower 2010 EBITDA growth and lower size relative to the comparable companies and its 2010 multiples to be around the mean of the comparable companies. Based on the above factors, Ladenburg applied the following multiples to PRWT’s adjusted EBITDA:

and by weighting the above indications equally calculated a range of enterprise values for PRWT of approximately $121,600,000 to approximately $147,200,000. Ladenburg noted that the initial merger consideration of approximately $142,300,000 is within PRWT’s indicated enterprise value range derived from the comparable company analysis, however the projected merger consideration of approximately $199,200,000 is higher than PRWT’s indicated enterprise value range. As discussed above, the current comparable company multiples are significantly lower than historical averages due to current market conditions. If multiples returned to historical averages, the valuation of PRWT would be higher.

None of the comparable companies have characteristics identical to PRWT. An analysis of publicly traded comparable companies is not mathematical; rather it involves complex consideration and judgments concerning differences in financial and operating characteristics of the comparable companies and other factors that could affect the public trading of the comparable companies.

Comparable Transaction Analysis

A comparable transaction analysis involves a review of merger, acquisition and asset purchase transactions involving target companies that are in related industries to PRWT. The comparable transaction analysis generally provides the widest range of values due to the varying importance of an acquisition to a

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buyer (i.e., a strategic buyer willing to pay more than a financial buyer) in addition to the potential differences in the transaction process (i.e., competitiveness among potential buyers).

Information is typically not disclosed for transactions involving a private seller, even when the buyer is a public company, unless the acquisition is deemed to be “material” for the acquirer. As a result, the selected comparable transaction analysis is limited to transactions involving the acquisition of a public company, or substantially all of its assets, or the acquisition of a large private company, or substantially all of its assets, by a public company.

As noted above, income statement figures are adjusted to reflect PRWT 51% ownership of USF.

Ladenburg located 11 transactions announced since March 2006 involving target companies providing pharmaceutical contract manufacturing services and for which detailed financial information was available. Ladenburg primarily used these companies in its analysis because approximately 82.6% of adjusted EBITDA is expected to be generated by Cherokee in 2009.

In addition, Ladenburg located 20 transactions that it deemed comparable to PRWT’s other two businesses (ten transactions for the facilities management and maintenance services business and ten transactions for the business processing services business). The multiples derived from these additional two sets were not sufficiently different to meaningfully impact the selection of multiples for the overall business.

Announcement Date		Target		Acquirer
12/03/08		Euticals S.p.A.		Mandarin Capital Partners
09/16/08		JB Laboratories, Inc.		Perrigo Co. (NasdaqGS:PRGO)
04/29/08		BASF – Pharmaceutical Contract Manufacturing Business		Dr. Reddy's Laboratories Ltd. (BSE:500124)
04/04/08		Draxis Health Inc.		Jubilant Organosys Ltd. (BSE:530019)
02/06/08		Alpharma AS		3i Group plc (LSE:III)
04/27/07		Synerlab SA		AXA Private Equity
04/24/07		HollisterStier Laboratories, LLC		Jubilant Organosys Ltd. (BSE:530019)
01/25/07		Catalent Pharma Solutions, Inc.		The Blackstone Group
11/07/06		Genentech Espana SL		Lonza Group AG (VIRTX:LONN)
10/23/06		Cambrex – Bioproducts and Biopharma Businesses		Lonza Group AG (VIRTX:LONN)
04/28/06		Pharmaceutical Fine Chemicals		TowerBrook Capital Partners, L.P.

Based on the information disclosed with respect to the targets in each of the comparable transactions, Ladenburg calculated and compared the enterprise values as a multiple of LTM EBITDA.

Ladenburg noted the following with respect to the multiples generated:

Multiple of Enterprise Value to

Mean

Median

High

Low

LTM EBITDA

9.8x

9.5x

15.0x

5.7x

Ladenburg selected PRWT’s EBITDA multiples to be below the mean of the comparable transactions multiples due to its smaller size and that the multiples observed in 2008 were generally lower than multiples in earlier years. Ladenburg noted that the mean EBITDA multiple of the three transactions by financial buyers was approximately 9.0x. As most targets were private companies at the time of the acquisition, data concerning their past and projected growth rates were not available and hence were not compared with those of PRWT.

Based on the above factors, Ladenburg applied EBITDA multiples of 8.5x to 9.5x to PRWT’s 2009 adjusted EBITDA and discounted the resulting enterprise value range by utilizing a discount rate of 18.5% (based on PRWT’s weighted average cost of capital utilized in the discounted cash flow analysis) to derive an indicated enterprise value range of approximately $187,100,000 to approximately $209,100,000. Ladenburg

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noted that the projected merger consideration of approximately $199,200,000 is within PRWT’s indicated enterprise value range derived from the comparable transaction analysis.

None of the target companies in the comparable transactions have characteristics identical to PRWT. Accordingly, an analysis of comparable business combinations is not mathematical; rather it involves complex considerations and judgments concerning differences in financial and operating characteristics of the target companies in the comparable transactions and other factors that could affect the respective acquisition values.

80% Test

KBL’s initial business combination must be with a target business whose fair market value is at least equal to 80% of KBL’s trust account at the time of such acquisition.

For the purposes of this analysis, Ladenburg utilized KBL’s estimated trust fund as of February 28, 2009 and compared that to PRWT’s indicated range of enterprise value. Ladenburg noted that the fair market value of PRWT exceeds 80% of KBL’s trust account.

Based on the information and analyses set forth above, Ladenburg delivered its written opinion to our board of directors, which stated that, as of March 13, 2009, based upon and subject to the assumptions made, matters considered, and limitations on its review as set forth in the opinion, (i) the merger consideration is fair, from a financial point of view, to our stockholders, and (ii) the fair market value of PRWT is at least equal to 80% of our trust account. Ladenburg is an investment banking firm that, as part of its investment banking business, regularly is engaged in the evaluation of businesses and their securities in connection with mergers, acquisitions, corporate restructurings, negotiated underwritings, private placements and for other purposes. We determined to use the services of Ladenburg because it is a recognized investment banking firm that has substantial experience in similar matters. Ladenburg has received a fee in connection with the preparation and issuance of its opinion and will be reimbursed for its reasonable expenses, including attorneys’ fees. In addition, we have agreed to indemnify Ladenburg and related persons and entities for certain liabilities that may relate to, or arise out of, its engagement. Further, Ladenburg has not previously provided, nor are there any pending agreements to provide, any other services to either company, except that Ladenburg provided fairness opinion services to (i) KBL Healthcare Acquisition Corp. II in August 2006 in connection with its transaction with Summer Infant, Inc. and (ii) KBL Healthcare Acquisition Corp. III in June 2008 in connection with a then-proposed transaction which was subsequently terminated.

Pursuant to Ladenburg’s policies and procedures, its opinion was not required to be, and was not, approved or issued by a fairness committee. Further, Ladenburg’s opinion does not express an opinion about the fairness of the amount or nature of the compensation, if any, to any of KBL’s officers, directors or employees, or class of such persons, relative to the compensation to KBL’s shareholders.

KBL paid Ladenburg $90,000 for its fairness opinion services. No portion of this fee was contingent upon the closing of the proposed merger transaction.

In the ordinary course of business, Ladenburg, certain of Ladenburg’s affiliates, as well as investment funds in which Ladenburg or its affiliates may have financial interests, may acquire, hold or sell long or short positions, or trade or otherwise effect transactions in debt, equity, and other securities and financial instruments (including bank loans and other obligations) of, or investments in, KBL, any other party that may be involved in the merger and their respective affiliates for its own account and for the accounts of its customers.

Material Federal Income Tax Consequences of the Merger to KBL and its Stockholders

The following section is a summary of the opinion of Graubard Miller, counsel to KBL, regarding material United States federal income tax consequences of the merger to holders of KBL common stock. This discussion addresses only those KBL security holders that hold their securities as a capital asset within the meaning of Section 1221 of the IRC, and does not address all the United States federal income tax consequences that may be relevant to particular holders in light of their individual circumstances or to holders that are subject to special rules, such as:

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The Graubard Miller opinion is based upon the Code, applicable treasury regulations thereunder, published rulings and court decisions, all as currently in effect as of the date hereof, and all of which are subject to change, possibly with retroactive effect. Tax considerations under state, local and foreign laws, or federal laws other than those pertaining to the income tax, are not addressed.

Neither KBL nor PRWT intends to request any ruling from the Internal Revenue Service as to the U.S. federal income tax consequences of the merger.

It is the opinion of Graubard Miller that the merger of KBL into Merger Sub will qualify as a reorganization within the meaning of Section 368(a) of the IRC and that no gain or loss will be recognized by KBL as a result of the merger.

It is also the opinion of Graubard Miller that a stockholder of KBL who exercises conversion rights or a stockholder of KBL whose common stock is repurchased or redeemed and effects a termination of the stockholder’s interest in KBL will be required to recognize gain or loss upon the exchange of that stockholder’s shares of common stock of KBL for cash. Such gain or loss will be measured by the difference between the amount of cash received and the tax basis of that stockholder’s shares of KBL common stock. This gain or loss will be a capital gain or loss if such shares were held as a capital asset on the date of the merger and will be a long-term capital gain or loss if the holding period for the share of KBL common stock is more than one year.

It is also the opinion of Graubard Miller that no gain or loss will be recognized by a stockholder of KBL that receives PRWT common stock in exchange for such stockholder’s shares of KBL common stock.

The conclusions expressed above are based on current law. Future legislative, administrative or judicial changes or interpretations, which can apply retroactively, could affect the accuracy of those conclusions. The tax opinion issued to KBL by Graubard Miller, its counsel, is attached to this proxy statement/prospectus as Annex G . Graubard Miller has consented to the use of its opinion in this proxy statement/prospectus.

This discussion is intended to provide only a summary of the material United States federal income tax consequences of the merger. It does not address tax consequences that may vary with, or are contingent on, your individual circumstances. In addition, the discussion does not address any non-income tax or any foreign, state or local tax consequences of the merger. Accordingly, you are strongly urged to consult with your tax advisor to determine the particular United States federal, state, local or foreign income or other tax consequences to you of the merger.

Anticipated Accounting Treatment

The merger will be accounted for as an asset acquisition in accordance with FAS 141(R) through the issuance of stock by PRWT for the net assets of KBL. PRWT is both the legal and accounting acquirer. The net assets of KBL will be recorded as of the merger date at their respective fair values. No intangible assets will be acquired as a result of the merger.

The determination of PRWT as the accounting acquirer has been made based on consideration of all quantitative and qualitative factors of the merger, including significant consideration given to the fact that upon consummation of the merger, (i) management of PRWT will continue in all of the officer and senior management positions of the combined business and, accordingly, will have day-to-day authority to carry out the business plan after the merger; (ii) PRWT employees will continue on with no expected disruption, while no KBL employees are anticipated to become employees of the combined business; (iii) the current PRWT business plan and operations will continue as the business plan of the combined company with no changes expected as a result of the merger; (iv) of the nine member board of directors of the combined company, five are currently members of PRWT's board, including two members of PRWT management and three independent members that are currently on PRWT's board, one is currently a member of KBL's board and three independent board members will be mutually agreed by PRWT and KBL; and (v) current PRWT stockholders will own approximately 58% of the combined company after the completion of the merger.

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Regulatory Matters

The merger and the transactions contemplated by the merger agreement are not subject to any federal or state regulatory requirement or approval, except for filings with the State of Delaware and the Commonwealth of Pennsylvania necessary to effectuate the merger.

Required Vote

The approval of the merger proposal will require the affirmative vote of the holders of a majority of the Public Shares present (in person or represented by proxy) and entitled to vote on the proposal at the KBL special meeting, as well as the affirmative vote of holders of a majority of the KBL common stock outstanding on the record date. The approval of the merger agreement is a condition to the adoption of the other proposals discussed in this proxy statement/prospectus. If the merger proposal is not approved, the other proposals will not be presented at the meeting. Similarly, if the other proposals are not approved, the merger will not be consummated.

THE KBL BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT THE KBL STOCKHOLDERS VOTE “FOR” THE APPROVAL OF THE MERGER PROPOSAL.

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THE MERGER AGREEMENT

For a discussion of the merger structure, merger consideration and indemnification provisions of the merger agreement, see the section entitled “The Merger Proposal.” Such discussion and the following summary of other material provisions of the merger agreement is qualified by reference to the complete text of the merger agreement, a copy of which is attached as Annex A to this proxy statement/prospectus and is incorporated herein by reference. All stockholders are encouraged to read the merger agreement in its entirety for a more complete description of the terms and conditions of the merger. We sometimes refer to PRWT after the merger as “New Pubco” to indicate that we are referring to the combined entity.

Closing and Effective Time of the Merger

The closing of the merger will take place promptly following the satisfaction of the conditions described below under the subsection entitled “Conditions to the Closing of the Merger,” unless KBL and PRWT agree in writing to another time. The merger is expected to be consummated promptly after the special meeting of KBL’s stockholders described in this proxy statement/prospectus.

Merger Consideration

Upon completion of the Merger and related transaction, the PRWT Stockholders will own 11,950,000 shares of New Pubco, subject to adjustment as set forth below, and will receive an aggregate of $3,500,000 in cash in exchange for the release and discharge of any and all claims against New Pubco.

The number of shares held by the PRWT Stockholders immediately following the merger will be adjusted based on the total combined consolidated indebtedness of PRWT (referred to herein as “Net Debt”) as of the closing of the merger. The number of shares to be owned by the PRWT Stockholders following the merger will be increased or decreased by a number of shares equal to (i) the amount by which the Net Debt at the closing is less or greater than $45,000,000, divided by (ii) $7.85, except that any reduction in the number of shares held by the PRWT Stockholders following the merger will come from and be limited to the 941,211 shares to be held in escrow, as described under the section entitled “The Merger Proposal — Indemnification.”

“Net Debt,” for purposes of the merger agreement is defined as:

but 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

An additional 8,000,000 shares of New Pubco common stock (the “EBITDA Escrow Shares”) will be placed in a separate escrow at the closing to be released to the PRWT Stockholders as follows:

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None of the EBITDA Escrow Shares shall be deemed issued or outstanding for any purpose unless the conditions for release from escrow have been met. After determining the number of shares, if any, to be released and issued to the PRWT Stockholders based on New Pubco’s audited consolidated financial statements for the year ending December 31, 2011, any and all EBITDA Escrow Shares remaining in escrow will be released from escrow and returned to New Pubco for cancellation. The EBITDA Escrow Shares will be subject to earlier release in the event New Pubco engages in (i) a merger or business combination in which it is not the survivor; (ii) a transaction in which it sells all or substantially all of its assets; or (iii) 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 at least $9.50 per share (as adjusted for and to equally 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) enhancing cash dividends, reorganization, recapitalization, reclassification, combination, exchange of shares or other like change with respect to PRWT common stock).

Representations and Warranties

The merger agreement contains representations and warranties of each of KBL and PRWT and Merger Sub relating, among other things, to:

Covenants

The parties have each agreed to take such actions as are necessary, proper or advisable to consummate the merger. KBL and PRWT and Merger Sub have each also agreed to continue to operate their respective businesses in the ordinary course prior to the closing and, unless otherwise required or permitted under the merger agreement, not to take the following actions, among others, without the prior written consent of the other party:

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The merger agreement also contains additional covenants of the parties, including covenants providing for:

Conditions to the Closing of the Merger

General Conditions

Consummation of the merger is conditioned on (i) the holders of the Public Shares, at a meeting called for this and other related purposes, approving the merger proposal and each of the charter change proposals and (ii) the holders of fewer than 30% of the Public Shares voting against the merger and properly demanding that their Public Shares be converted into a pro-rata portion of the trust account, calculated as of two business days prior to the anticipated consummation of the merger.

In addition, the consummation of the transactions contemplated by the merger agreement is conditioned upon, among other things:

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PRWT’s and the PRWT Stockholders’ Conditions to Closing

The obligations of PRWT and the PRWT Stockholders to consummate the transactions contemplated by the merger agreement also are conditioned upon, among other things,

KBL’s Conditions to Closing

The obligations of KBL to consummate the transactions contemplated by the merger agreement also are conditioned upon each of the following, among other things:

Waiver

If permitted under applicable law, either KBL or PRWT may waive any inaccuracies in the representations and warranties made to such party contained in the merger agreement or in any document delivered pursuant to the merger agreement and waive compliance with any agreements or conditions for the benefit of itself or such party contained in the merger agreement or in any document delivered pursuant to the merger agreement. The condition requiring that the holders of fewer than 30% of the Public Shares affirmatively vote against the merger proposal and demand conversion of their shares into cash may not be waived. There can be no assurance that all of the conditions will be satisfied or waived.

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At any time prior to the closing, either KBL or PRWT may, in writing, to the extent legally allowed, extend the time for the performance of any of the obligations or other acts of the other parties to the merger agreement.

The existence of the financial and personal interests of the directors may result in a conflict of interest on the part of one or more of them between what he may believe is best for KBL and what he may believe is best for himself in determining whether or not to grant a waiver in a specific situation.

Termination

The merger agreement may be terminated at any time, but not later than the closing, as follows:

If KBL wrongfully fails or refuses to consummate the merger or PRWT terminates the merger agreement for reason of KBL’s breach and KBL consummates a merger or other business combination with another entity on or before July 19, 2009, KBL shall pay PRWT, concurrently with the consummation of such merger or other business combination, a cash termination fee of $2,000,000, payment of which shall be in full satisfaction of all other rights of PRWT and the Stockholders for damages under the merger agreement. PRWT is not required to pay a termination fee in the event that either PRWT or the PRWT Stockholders wrongfully terminate the merger agreement or for a breach by PRWT or the PRWT Stockholders. The parties also acknowledge in the merger agreement that if PRWT or the PRWT Stockholders wrongfully fail or refuse to consummate the merger or KBL terminates the merger agreement for reason of PRWT’s breach that KBL and its stockholders may incur significant damages, including damages resulting from KBL being required to dissolve and liquidate.

If permitted under the applicable law, either PRWT or KBL may waive any inaccuracies in the representations and warranties made to such party contained in the merger agreement and waive compliance with any agreements or conditions for the benefit of itself or such party contained in the merger agreement. The condition requiring that the holders of fewer than 30% of the Public Shares affirmatively vote against the merger proposal and demand conversion of their shares into cash may not be waived. KBL cannot assure you that any or all of the conditions will be satisfied or waived.

The existence of the financial and personal interests of the directors of KBL may result in a conflict of interest on the part of one or more of them between what he may believe is best for KBL and what he may believe is best for himself in determining whether or not to grant a waiver in a specific situation.

Effect of Termination

In the event of proper termination by either KBL or PRWT, the merger agreement will become void and have no effect, without any liability or obligation on the part of KBL or PRWT, except that:

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Fees and Expenses

All fees and expenses incurred in connection with the merger agreement and the transactions contemplated thereby will be paid by the party incurring such expenses whether or not the merger agreement is consummated.

Confidentiality; Access to Information

KBL and PRWT will afford to the other party and its financial advisors, accountants, counsel and other representatives prior to the completion of the merger reasonable access during normal business hours, upon reasonable notice, to all of their respective properties, books, records and personnel to obtain all information concerning the business, including the status of product development efforts, properties, results of operations and personnel, as each party may reasonably request. KBL and PRWT will maintain in confidence any non-public information received from the other party and use such non-public information only for purposes of consummating the transactions contemplated by the merger agreement.

Amendments

The merger agreement may be amended by the parties thereto at any time by execution of an instrument in writing signed on behalf of each of the parties.

Public Announcements

The parties have agreed that until closing or termination of the merger agreement, the parties will:

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UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

The following unaudited pro forma condensed consolidated balance sheet combines the historical unaudited condensed balance sheet of PRWT and the historical balance sheet of KBL as of March 31, 2009 giving effect to the proposed merger of KBL and PRWT pursuant to the merger agreement, as if the merger had been consummated on March 31, 2009. KBL’s balance sheet information was derived from its unaudited balance sheet as of March 31, 2009 included elsewhere in this proxy/prospectus. PRWT’s balance sheet information was derived from its unaudited consolidated balance sheet at March 31, 2009 and included elsewhere in this proxy/prospectus.

The following unaudited pro forma combined statements of operations combines the unaudited historicalstatements of operations of KBL and PRWT for the three months ended March 31, 2009 and the audited statement of operations of KBL and PRWT for the year ended December 31, 2008, giving effect to the merger, as if it had occurred on January 1, 2008. The historical results of KBL were derived from its unaudited condensed statement of operations for the three months ended March 31, 2009 and audited condensed statement of operations for the year ended December 31, 2008 included elsewhere in this proxy/prospectus.

The historical results of PRWT were derived from its unaudited condensed statement of operations for the three months ended March 31, 2009 and audited consolidated statements of operations for the twelve months ended December 31, 2008 and also included elsewhere in this proxy/prospectus.

We are providing this information to aid you in your analysis of the financial aspects of the merger. The unaudited pro forma condensed financial statements described above should be read in conjunction with the historical financial statements of KBL and PRWT and the related notes thereto. The unaudited pro forma information is not necessarily indicative of the financial position or results of operations that may have actually occurred had the merger taken place on the dates noted, or the future financial position or operating results of the combined company.

KBL and PRWT plan to complete the merger promptly after the special meeting, provided that (i) the merger proposal is approved by a majority of the holders of Public Shares present and entitled to vote on the proposal at the meeting, as well as a majority of the holders KBL common stock outstanding on the record date, (ii) holders of less than 30% of KBL common stock vote against the merger and elect conversion of their shares into cash and (iii) other conditions specified in the merger agreement have been satisfied or waived. Based on an analysis of the merger terms, PRWT was determined to be both the legal and accounting acquirer under FAS 141(R), Business Combinations. It was also determined that KBL does not qualify as a business in accordance with FAS 141(R) as it does not have inputs, outputs or processes. Therefore, the merger will be accounted for as an asset acquisition in accordance with FAS 141(R) through the issuance of stock by PRWT for the net assets of KBL. The costs of the transaction incurred by PRWT will be charged directly to equity, those incurred by KBL will be expensed. No intangible assets will be acquired as a result of the merger. Because the net assets of KBL are primarily cash and cash equivalents, the accounting for the transaction is equivalent to an equity issuance. The merger agreement states that the number of shares of PRWT common stock owned by the PRWT stockholders immediately after the merger will constitute no less than 58% of all of the then issued and outstanding shares of PRWT common stock. As a result, 12,350,000 or 59% of all outstanding shares of KBL common stock will be effectively repurchased simultaneous with the closing of the merger. Any KBL stockholders exercising their conversion rights, up to a maximum of 29.99% or 5,174,999 shares, would reduce the number of shares to be repurchased. There is no possibility that the prior shareholders of PRWT will own less than 58% of the post-merger company on the day the merger transaction is closed.

The determination of PRWT as the accounting acquirer has been made based on consideration of the following factors in accordance with the guidance of SFAS 141(R): (i) PRWT is the entity that is purchasing the net assets of KBL through its issuance of PRWT stock, warrants and units, (ii) current PRWT stockholders will own approximately 58% of the combined company after the completion of the merger and at least a majority ownership even if former KBL shareholders exercise their warrants in the future, (iii) none of the KBL shareholders are expected to own more than 10% of the combined company on a fully diluted basis, (iv) of the seven member board of directors of the combined company, five are currently members of PRWT’s board, including two members of PRWT management and three independent members that are currently on PRWT’s board, one is currently a member of KBL’s board and one independent board member will be mutually agreed by PRWT and KBL, (v) PRWT’s current management team will continue in all of the officer and senior management positions of the post merger company and, accordingly, will have day-to-day authority to carry out the business plan after the merger.

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Unaudited Pro Forma Condensed Combined Balance Sheet
As of March 31, 2009
(In Thousands)

		March 31, 2009 PRWT		March 31, 2009 KBL		Acquisition Adjustments				Pro Forma
Current Assets:
Cash and cash equivalents		$	5,781			$	123			$	27,471				(a)
											(201	)			(c)			$	33,174
Cash and cash equivalents held in trust			—				135,389				(135,389	)			(a)				—
Restricted cash			1,647				—				—								1,647
Trading securities			—				—				—								—
Accounts receivable, net			42,181				—				—								42,181
Other receivables			35				—				150				(a)				185
Inventory, net			42,338				—				—								42,338
Prepaid expenses			3,156				78				(1,373	)			(b)				1,861
Deferred income taxes			577				—				—								577
Environmental remediation recovery, current amount			305				—				—								305
Due from affiliates			156				—				(130	)			(c)				26
Total current assets			96,176				135,590				(109,472	)							122,294
Property and equipment, net			19,320				4				—								19,324
Construction in process			5,379				—				—								5,379
Goodwill			3,291				—				—								3,291
Intangible assets, net			968				—				—								968
Environmental remediation recovery, net of current amount			1,741				—				—								1,741
Other assets			1,682				—				—								1,682
Total assets		$	128,557			$	135,594			$	(109,472	)						$	154,679
Liabilities & stockholders' equity/(deficit)
Current liabilities:
Line of credit		$	2,300			$	—			$	—							$	2,300
Current portion of long-term debt			16,187				—				—								16,187
Accounts payable			14,689				545				—								15,234
Accrued expenses			15,547				—				—								15,547
Environmental remediation obligation, current amount			305				—				—								305
Deferred trust interest			—				450				(450	)			(d)				—
Unearned revenue			43,305				—				—								43,305
Deferred underwriting fees			—				4,140				(4,140	)			(a)				—
Total current liabilities			92,333				5,135				(4,590	)							92,878
Long-term debt, net of current portion			44,299				—				—								44,299
Deferred income taxes			992				—				—								992
Environmental remediation obligation, net of current amount			2,260				—				—								2,260
Other long-term liabilities			1,049				—				—								1,049
Total liabilities			140,933				5,135				(4,590	)							141,478
Commitments and contingencies:
Common stock, subject to possible conversion 5,174,999 shares at conversion value			—				38,937				(38,937	)			(d)				—
Stockholders’ equity/(deficit):
Common stock, $.0001 par value			—				2				(2	)			(e)				—
Class A common stock, $.10 par value			12,000				—				(7,292	)			(f)
											865				(e)
											(3,513	)			(g)				2,060
Additional paid-in capital			16,296				90,892				(96,948	)			(a)
											(3,500	)			(a)
											(1,825	)			(a)
											(2,000	)			(a)
											(1,373	)			(b)
											38,937				(d)
											450				(d)
											2				(e)
											7,292				(f)
											(865	)			(e)
											1,158				(g)
											628				(h)				49,144
Accumulated deficit			(39,669	)			—				(100	)			(a)				(39,769	)
Earnings accumulated during the development stage			—				628				(628	)			(h)
Shareholder loans			(745	)			—				745				(a)				—
Treasury stock at cost			(2,355	)			—				2,355				(g)				—
Non-controlling interest			2,097				—				(331	)			(c)				1,766
Total stockholders' equity/(deficit)			(12,376	)			91,522				(65,945	)							13,201
Total liabilities and stockholders' equity/(deficit)		$	128,557			$	135,594			$	(109,472	)						$	154,679