KESSELRING HOLDING
CORPORATION
WARRANT
Original Issue Date: September 15,
2009
THIS CERTIFIES THAT, FOR VALUE RECEIVED,
__________ or its registered assigns (“
Holder ”) is entitled to purchase, on the terms and
conditions hereinafter set forth, at any time or from time to time
from the date hereof until 5:00 p.m., Eastern Time, on the
10 th anniversary of the Original Issue Date set forth
above, or if such date is not a day on which the Company (as
hereinafter defined) is open for business, then the next succeeding
day on which the Company is open for business (such date is the
“ Expiration Date ”), but not thereafter, to
purchase an amount of shares of the Common Stock, par value $0.0001
(the “ Common Stock ”), of Kesselring Holding
Corporation, a Delaware corporation (the “ Company
”), equal to ________ (________) shares of Common Stock of
the Company at the time (and after giving effect to) the exercise
of the Warrant for an aggregate price equal to one cent ($0.01) per
share (the “ Exercise Price ”) for all of the
Warrant Shares as defined below. Each share of Common
Stock as to which this Warrant is exercisable is a “
Warrant Share ” and all such shares are collectively
referred to as the “ Warrant Shares
.”
Section
1. Exercise
of Warrant; Conversion of Warrant.
(a) This
Warrant may, at the option of Holder, be exercised in whole or in
part (but not less than 10,000 warrants per exercise) from time to
time by delivery to the Company at its principal office, Attention:
President, on or before 5:00 p.m., Eastern Time, on the Expiration
Date, (i) a written notice of such Holder's election to
exercise this Warrant (the “ Exercise Notice ”),
which notice may be in the form of the Notice of Exercise attached
hereto, properly executed and completed by Holder or an authorized
officer thereof, (ii) a wire transfer or check payable to the
order of the Company, in an amount equal to the Exercise Price or
Ten Thousand Dollars ($10,000), and (iii) this
Warrant (the items specified in (i), (ii), and (iii) are
collectively the “ Exercise Materials ”).
If the Warrant is exercised in part, then the Exercise Price shall
be reduced on a pro rata basis.
(b) As
promptly as practicable, and in any event within two (2) business
days after its receipt of the Exercise Materials, Company shall
execute or cause to be executed and delivered to Holder a
certificate or certificates representing the number of Warrant
Shares specified in the Exercise Notice and if this Warrant is
partially exercised, a new warrant certificate on the same terms
for the unexercised balance of the Warrant Shares. The
stock certificate or certificates shall be registered in the name
of Holder. The date on which the Warrant shall be deemed
to have been exercised (the “ Effective Date ”),
and the date the Holder’s name on any certificate evidencing
the Common Stock issued upon the exercise hereof shall be deemed to
have become the holder of record of such shares, shall be the date
the Company receives the Exercise Materials, irrespective of the
date of delivery of a certificate or certificates evidencing the
Common Stock issued upon the exercise or conversion hereof,
provided, however, that if the Exercise Materials are
received by the Company on a date on which the stock transfer books
of the Company are closed, the Effective Date shall be the next
succeeding date on which the stock transfer books are open.
All shares of Common Stock issued upon the exercise or
conversion of this Warrant will, upon issuance, be fully paid and
nonassessable and free from all taxes, liens, and charges with
respect thereto.
Section
2. No
Stockholder Rights or Liabilities.
This Warrant shall not entitle Holder hereof to
any voting rights or other rights or liabilities as a stockholder
of the Company.
Section
3. Transfer
of Securities.
(a) This
Warrant and the Warrant Shares and any shares of capital stock
received in respect thereof, whether by reason of a stock split or
share reclassification thereof, a stock dividend thereon, or
otherwise, shall only be transferable upon compliance with the
provisions of the Securities Act of 1933, as amended (the “
Securities Act ”) and applicable state securities laws
with respect to the transfer of such securities.
(b) Each
certificate for the Warrant Shares and any shares of capital stock
received in respect thereof, whether by reason of a stock split or
share reclassification thereof, a stock dividend thereon or
otherwise, and each certificate for any such securities issued to
subsequent transferees of any such certificate shall (unless
otherwise permitted by the provisions hereof) be stamped or
otherwise imprinted with a legend in substantially the following
form:
“NEITHER
THIS WARRANT NOR THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE
HEREOF HAVE BEEN REGISTERED UN
