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ADDENDUM
TO
CONVERTIBLE PROMISSORY
NOTE
THIS ADDENDUM (the “Addendum”) is
hereby entered into as of August 27, 2009, by and between Signature
Exploration & Production Corp., a Delaware corporation
(“Signature”), and Bristol Capital, LLC, a Delaware
limited liability company (“Bristol”) (Signature and
Bristol are hereinafter sometimes collectively referred to as the
“Parties”).
WHEREAS,
Signature issued to Bristol a convertible promissory note (the
“Note”) dated as of August 17, 2009, in the principal
amount of $18,000.00, pursuant to a Purchase Agreement dated as of
August 17, 2009 (the “Agreement”)” by and between
Signature as Buyer (as defined in the Agreement) and Bristol as a
Seller (as defined in the Agreement);
WHEREAS, the
Parties desire to amend the Note by including a provision to limit
the number of shares issuable to Bristol under the Note;
NOW
THEREFORE, the Parties
agree to amend the Note as set forth below:
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Conversion
Limitation . Signature shall not effect any
conversion of the Note, and Bristol shall not have the right to
convert any portion of the Note, to the extent that after giving
effect to the conversion set forth on the applicable conversion
notice (“Notice of Conversion”) submitted by Bristol,
Bristol (together with its affiliates, and any persons acting as a
group together with Bristol or any of Bristol’s affiliates)
would beneficially own in excess of the Beneficial Ownership
Limitation (as defined below). For purposes of the
foregoing sentence, the number of shares of common stock
beneficially owned by Bristol and its affiliates shall include the
number of shares of common stock issuable upon conversion of the
Note with respect to which such determination is being made, but
shall exclude the number of shares of common stock which are
issuable upon (i) conversion of the remaining, unconverted
principal amount of the Note beneficially owned by Bristol or any
of its affiliates and (ii) exercise or conversion of the
unexercised or unconverted portion of any other securities of
Signature subject to a limitation on conversion or exercise
analogous to the limitation contained herein (including, without
limitation, any other convertible securities or warrants)
beneficially owned by Bristol or any of its
affiliates. Except as set forth in the preceding
sentence, for purposes of this provision, beneficial ownership
shall
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