Exhibit
10.2
AMENDMENT TO
CLASS A COMMON STOCK PURCHASE
WARRANT
OF
KESSELRING HOLDING CORPORATION
(F/K/A OFFLINE CONSULTING, INC.)
THIS AMENDMENT
TO CLASS A COMMON STOCK PURCHASE WARRANT OF KESSELRING HOLDING
CORPORATION (F/K/A OFFLINE CONSULTING, INC.) (this “
Amendment ”), dated as of January 1, 2009 is made by
and between Kesselring Holding Corporation (f/k/a Offline
Consulting, Inc.), a Delaware corporation (the “
Issuer ”), and the holder (the “ Holder
”) of that certain Warrant No. A-07-01 issued to the Holder
on May 18, 2007, a copy of which is attached hereto as Exhibit
A (the “ Warrant ”).
WHEREAS, the
Issuer and the Holder desire to amend certain provisions of the
Warrant as described herein.
NOW, THEREFORE,
for good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the parties intending to be legally
bound, hereby agree as follows:
1.
Capitalized Terms . Capitalized terms used, but not defined,
herein, shall have the meanings ascribed to such terms in the
Warrant.
2.
Amendment to Warrant; Exercise Price . The
first sentence of Section 2(b) of the Warrant shall be deleted in
its entirety and replaced with the following: “The exercise
price of the Common Stock under this Warrant shall be
$0.01, subject to adjustment hereunder (the “Exercise
Price”).”
3.
Amendment to Warrant; Section 2(d). Section 2(d) of the
Warrant shall be deleted in its entirety and replaced with the
following:
“7. Exercise Limitations;
Holder’s Restrictions . Notwithstanding anything to the
contrary set forth in this Warrant, at no time may a Holder of this
Warrant exercise this Warrant if the number of shares of Common
Stock to be issued pursuant to such exercise would exceed, when
aggregated with all other shares of Common Stock owned by such
Holder and its affiliates at such time, the number of shares of
Common Stock which would result in such Holder and its affiliates
beneficially owning (as determined in accordance with Section 13(d)
of the Securities Exchange Act of 1934 and the rules thereunder) in
excess of 9.9% of the then issued and outstanding shares of Common
Stock; provided, however, that upon a holder of this Warrant
providing the Issue
