CONVERSIONAGREEMENT

THIS CONVERSION AGREEMENT, dated as of November 20, 2009 is made by and between KESSELRING HOLDING CORPORATION, Inc., a Delaware corporation (“Company”), and Southtech Solutions, Inc., a consultant of the Company (“Consultant”).

 

WHEREAS, the Company owes Consultant fees in arrears for a total of Forty Two Thousand Three Hundred Seventy One Dollars and Thirty Five Cents ($42,371.35) (the “Fees”); and

WHEREAS, the Company and the Consultant wish to convert Twenty Thousand Dollars ($20,000) of the Fees (the “Conversion Fees”) into Common Stock, par value $0.001 per share (“Common Stock”), of the Company;

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which the parties hereby acknowledge the parties agree as follows:

1.            Conversion Fees. The Company and Consultant hereby agree that Conversion Fees shall convert into 2,000,000 shares of Common Stock (“Conversion Shares”) to Consultant.

2.            Closing. At the Closing, the Company shall deliver the Conversion Shares.

3.            Further Assurances. In connection with the Conversion Fees, the Consultant, by entering into this Conversion Agreement, agrees to execute all agreements and other documents as reasonably requested by the Company.

4.            Investor Representations and Warranties and Covenants. The Consultant represents, warrants and covenants to the Company as follows:

a.  No Registration. Such Consultant understands that the Conversion Shares have not been, and will not be, registered under the Securities Act of 1933, as amended (the “Securities Act”) by reason of a specific exemption from the registration provisions of the Securities Act, the availability of which depends upon, among other things, the bona fide nature of the investment intent and the accuracy of such Consultant’s representations as expressed herein or otherwise made pursuant hereto.

b.  Investment Intent. Such Consultant is acquiring the Conversion Shares for investment for his own account, not as a nominee or agent, and not with the view to, or for resale in connection with, any distribution thereof, and such Consultant has no present intention of selling, granting any participation in, or otherwise distributing the same. Such Consultant further represents that it will not violate the Securities Act and does not have any contract, undertaking, agreement or arrangement with any person or entity to sell, transfer or grant participation to such person or entity or to any third person or entity with respect to the Conversion Shares.

 

c.  Investment Experience. Such Consultant has substantial experience in evaluating and investing in private placement transactions of securities in companies similar to the Company and acknowledges that such Consultant can protect its own interests. Such Consultant has such knowledge and experience in financial and business matters so that such Consultant is capable of evaluating the merits and risks of its investment in the Company.

d.  Speculative Nature of Investment.

e.  Accredited Investor. The Consultant is an “accredited investor’ within the meaning of Regulation D, Rule 50 1(a), promulgated by the Securities and Exchange Commission under the Securities Act and shall submit to the Company such further assurances of such status as may be reasonably requested by the Company.

f.   Rule 144. Such Consultant acknowledges that the Conversion Shares must be held indefinitely unless subsequently registered under the Securities Act or an exemption from such registration is available. Such Consultant is aware of the provisions of Rule 144 promulgated under the Securities Act which permit limited resale of shares subject to the satisfaction of certain conditions, including among other things, the existence of a public market for the shares, the availability of certain current public information about the Company, the resale occurring not less than one year after a party has purchased and paid for the security to be sold, the sale being effected through a “broker’s transaction” or in transactions directly with a “market maker” and the number of shares being sold during any three-month period not exceeding specified limitations. Such Consultant acknowledges that, in the event all of the requirements of Rule 144 are not met, registration under the Securities Act or an exemption from registration will be required for any disposition of the Conversion Shares such Consultant understands that, although Rule 144 is not exclusive, the Securities and Exchange Commission has expressed its opinion that persons proposing to sell restricted securities received in a private offering other than in a registered offering or pursuant to Rule 144 will have a substantial burden of proof in establishing that an exemption from registration is available for such offers or sales and that such persons and the brokers who participate in the transactions do so at their own risk.

g.          Authorization.

i. Consultant has all requisite power and authority to execute and deliver this Conversion Agreement, and to carry out and perform its obligations under the terms hereof. All action on the part of the Consultant necessary for the authorization, execution, delivery and performance of this Conversion Agreement, and the performance of all of the Consultant’s obligations herein, has been taken.

ii. This Conversion Agreement, when executed and delivered by the Consultant, will constitute valid and legally binding obligations of the Consultant, enforceable in accordance with its terms except: (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’ rights generally, and (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies or by general principles of equity.

iii.  No consent, approval, authorization, order, filing, registration or qualification of or with any court, governmental authority or third person is required to be obtained by the Consultant in connection with the execution and delivery of this Conversion Agreement by the Consultant or the performance of the Consultant’s obligations hereunder.

j.  Brokers or Finders. Such Consultant has not engaged any brokers, finders or agents, and the Company has not, and will not, incur, directly or indirectly, as a result of any action taken by the Consultant, any liability for brokerage or finders’ fees or agents’ commissions or any similar charges in connection with this Conversion Agreement and the transactions related hereto.

k.  Tax Advisors. Such Consultant has reviewed with its own tax advisors the U.S. federal, state, local and foreign tax consequences of this investment and the transactions contemplated by this Conversion Agreement. With respect to such matters, such Consultant relies solely on such advisors and not on any statements or representations of the Company or any of its agents, written or oral. The Consultant understands that it (and not the Company) shall be responsible for its own tax liability that may arise as a result of this investment or the transactions contemplated by this Conversion Agreement.

l.  Legends. Such Consultant understands and agrees that the certificates evidencing the Conversion Shares and Interest Shares shall bear a legend in substantially the form as follows (in addition to any legend required by any other applicable agreement or under applicable state securities laws):

             IN WITNESS WHEREOF, the parties have caused this Agreement to be duly executed by their respective officers thereonto duly authorized as of the day and year first above written.