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CONVERTIBLE DEMAND PROMISSORY NOTE

Convertible Promissory Note

CONVERTIBLE DEMAND PROMISSORY NOTE | Document Parties: SIGNATURE EXPLORATION & PRODUCTION CORP. | Bristol Capital Advisors LLC | Bristol Investment Fund, Ltd | Signature Exploration & Production Corp | Signature Exploration and Production Corp You are currently viewing:
This Convertible Promissory Note involves

SIGNATURE EXPLORATION & PRODUCTION CORP. | Bristol Capital Advisors LLC | Bristol Investment Fund, Ltd | Signature Exploration & Production Corp | Signature Exploration and Production Corp

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Title: CONVERTIBLE DEMAND PROMISSORY NOTE
Governing Law: New York     Date: 9/2/2009
Industry: Conglomerates     Sector: Conglomerates

CONVERTIBLE DEMAND PROMISSORY NOTE, Parties: signature exploration & production corp. , bristol capital advisors llc , bristol investment fund  ltd , signature exploration & production corp , signature exploration and production corp
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EXHIBIT 10-2

 

 

THIS NOTE HEREOF HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ SECURITIES ACT ”), OR ANY APPLICABLE STATE SECURITIES LAWS.  THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT PURPOSES ONLY AND NOT WITH A VIEW FOR DISTRIBUTION OR RESALE, AND MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED UNLESS IT HAS BEEN SO REGISTERED OR AN EXEMPTION FROM SUCH REGISTRATION IS AVAILABLE.

 

 

CONVERTIBLE DEMAND PROMISSORY NOTE

 

 

Principal Amount:  $60,000.00

Issue Date:  August 27, 2009      

 

 

FOR VALUE RECEIVED , the undersigned , Signature Exploration & Production Corp , a Delaware corporation (the “ Borrower ” or the “ Company ”), hereby promises to pay to the order of Bristol Investment Fund, Ltd.  (together with each of their said heirs, personal representatives, successors and assigns, and any such bearer, being hereinafter referred to collectively as  the “ Holder ”), on or before November 19, 2009 (the “ Maturity Date ”), the principal sum of Sixty Thousand Dollars ($60,000.00) (this “ Note ”), together with interest thereon at the rate set forth herein (the “ Loan ”).  For purposes of this Note, “Borrower” shall mean all successors in interest and assignees, including, without limitation, pursuant to a merger, consolidation, reorganization, recapitalization or other similar restructuring event (collectively, a “ Reorganization ”), and all endorsers, sureties and guarantors and any other person liable or to become liable with respect to the Loan.

 

1.            Interest Rate .   Interest shall accrue on the outstanding principal balance of this Note from and after the date hereof at the rate of 10% per annum.  Interest shall be calculated on the basis of a 360-day year, and shall be charged on the principal outstanding from time to time for the actual number of days elapsed.

 

2.            Payment of Principal and Interest.    The Borrower shall pay the Holder all accrued interest shall be paid on the Maturity Date.

 

3.            Conversion.   At any time while this Note is outstanding, the Holder may convert any portion of this Note that is outstanding, whether such portion represents principal or interest, into shares of common stock of the Company (the “Conversion Shares”) at a price (the “Conversion Price”) equal to the lesser of (i) $0.01 and (ii) 50% of the average of the three (3) lowest trading prices during the twenty (20) trading days preceding the date that the Holder notifies the Company that it elects to effectuate a conversion (the “Conversion Date”).  The Company must deliver the Conversion Shares to the Holder no later than the third (3 rd ) business day after the Conversion Date (the “Share Delivery Date”).

 

 

 


 

 

4.            Holder’s Conversion Limitations .  The Company shall not effect any conversion of this Note, and a Holder shall not have the right to convert any portion of this Note, to the extent that after giving effect to the conversion set forth on the applicable conversion notice (“Notice of Conversion”) submitted by the Holder, the Holder (together with the Holder’s affiliates, and any Persons acting as a group together with the Holder or any of the Holder’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 the Holder and its affiliates shall include the number of shares of common stock issuable upon conversion of this 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 this Note beneficially owned by the Holder or any of its affiliates and (ii) exercise or conversion of the unexercised or unconverted portion of any other securities of the Company 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 the Holder or any of its affiliates.  Except as set forth in the preceding sentence, for purposes of this Section 4, beneficial ownership shall be calculated in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder.  To the extent that the limitation contained in this Section 4 applies, the determination of whether this Note is convertible (in relation to other securities owned by the Holder together with any affiliates) and of which principal amount of this Note is convertible shall be in the sole discretion of the Holder, and the submission of a Notice of Conversion shall be deemed to be the Holder’s determination of whether this Note may be converted (in relation to other securities owned by the Holder together with any Affiliates) and which principal amount of this Note is convertible, in each case subject to the Beneficial Ownership Limitation. To ensure compliance with this restriction, the Holder will be deemed to represent to the Company each time it delivers a Notice of Conversion that such Notice of Conversion has not violated the restrictions set forth in this paragraph and the Company shall have no obligation to verify or confirm the accuracy of such determination.  In addition, a determination as to any group status as contemplated above shall be determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder.   For purposes of this Section 4, in determining the number of outstanding shares of common stock, the Holder may rely on the number of outstanding shares of common stock as stated in the most recent of the following: (i) the Company’s most recent periodic or annual report filed with the Commission, as the case may be, (ii) a more recent public announcement by the Company, or (iii) a more recent written notice by the Company or the Company’s transfer agent setting forth the number of shares of Common Stock outstanding.  Upon the written or oral request of a Holder, the Company shall within two Trading Days confirm orally and in writing to the Holder the number of shares of common stock then outstanding.  In any case, the number of outstanding shares of Common Stock shall be determined after giving effect to the conversion or exercise of securities of the Company, including this Note, by the Holder or its affiliates since the date as of which such number of outstanding shares of common stock was reported. The “Beneficial Ownership Limitation” shall be 9.99% of the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of shares of common stock issuable upon conversion of this Note held by the Holder.  The Holder, upon not less than 61 days’ prior notice to the Company, may waive the Beneficial Ownership Limitation and the Beneficial Ownership Limitation shall no longer apply as of the 61 st day after such notice is delivered to the Company.  The limitations contained in this paragraph shall apply to a successor holder of this Note.

 

5.            Acknowledgement by the Holder .  The Holder hereby represents and warrants to the Borrower that the Holder has sufficient knowledge and experience of financial and business matters so that the Holder is able to evaluate the merits and ri


 
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