AMENDMENT TO
CLASS J COMMON STOCK PURCHASE
WARRANT
OF
KESSELRING HOLDING CORPORATION
(F/K/A OFFLINE CONSULTING, INC.)
THIS AMENDMENT
TO CLASS J 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. J-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 paragraph of the Warrant shall be deleted in its entirety and
replaced with the following:
THIS COMMON
STOCK PURCHASE WARRANT (the “ Warrant ”)
certifies that, for value received, VISION OPPORTUNITY MASTER FUND
LTD. (the “ Holder ”), is entitled, upon the
terms and subject to the limitations on exercise and the conditions
hereinafter set forth, at any time on or after the date hereof (the
“ Initial Exercise Date ”) and on or prior to
the close of business on December 31, 2012 (the “
Termination Date ”) but not thereafter, to subscribe
for and purchase from Kesselring Holding Corporation (f/k/a Offline
Consulting, Inc.), a Delaware corporation (the “
Company ”), up to three million ninety one thousand
nine hundred fifty nine shares (on a post forward split
