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
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Principal
Amount: $60,000.00
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Issue Date: August 27,
2009
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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
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