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GATING AGREEMENT
This GATING AGREEMENT (the
“Agreement”) is made this 27th day of February, 2009,
between Signature Exploration & Production Corp., a Delaware
corporation (the “Company”) and Scott Allen (the
“Shareholder”).
Recitals
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The Company is
in the process of executing on a new business direction and raising
capital for the purpose of developing its business plan and
promoting the financial interests of the Company and its
shareholders.
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It has been
determined that to assist the Company in moving forward in these
efforts, it is necessary to restructure the existing
financial affairs of the Company by, to the extent possible,
placing certain shares of capital stock of the Company that are
already issued and outstanding in a GATING AGREEMENT.
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The Shareholder
has agreed to place her or his or its shares into a GATING
AGREEMENT pursuant to the terms and conditions of this
Agreement.
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Agreement
In
consideration of mutual promises set forth herein and other good
and valuable consideration, the parties hereto agree as
follows:
1.
Restriction on Transfer of Shares . The
Shareholder agrees to not transfer, sell, assign or convey, or
offer or agree to transfer, sell, assign or convey more than 5
percent of her, his or its shares of stock of the Company (the
“Shares”) during any calendar month for a period of two
years from the date of this Agreement. The number of shares
representing the 5 percent is based on the number of shares owned
on the date of this Agreement. By example, if a Shareholder owns
100,000 shares on the date of this Agreement, the Shareholder
agrees to sell no more than 5,000 shares per calendar month for the
term of this Agreement.
2.
Consideration . In consideration for entering
into and performing all of the terms and conditions of this
Agreement, the Shareholder shall be issued by Company, shares of
common stock of the Company (the “Consideration
Shares”) equal in number to 5% of the Shareholder’s
Shares restricted by this Agreement. The Consideration
Shares shall have the same restrictions on trading as the other
Shares restricted by this Agreement. The Consideration Shares will
be delivered to the Shareholder within 15 business days from the
date of this Agreement.
3.
Notation of Shares . The Shareholder
shall assist the Company in taking any or all of the following
actions or other actions as requested by the Company from time to
time in order for the Shares to be designated as having trading
restrictions on the Shares:
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