Exhibit
10.1
AGREEMENT
THIS AGREEMENT
(the “Agreement”) is made as of the 13th day of October
2009 (the “Effective Date”), by and between Brannon
Limited Partnership (“Buyer”) and Signature Exploration
& Production Corp., a Delaware corporation
(“Seller”).
WITNESSETH:
WHEREAS, the Seller desires to sell to Buyer,
and Buyer desires to purchase from Seller, a convertible demand
promissory note in the principal amount of $22,000.00 (the
“Note”) in the forth set forth on Exhibit A to this
Agreement, for an aggregate purchase price of $22,000.00 (the
“Purchase Price”);
NOW, THEREFORE,
in consideration of the mutual promises, covenants, and
representations contained herein, and subject to the terms and
conditions hereof, Buyer and Seller agree as follows:
1.
Purchase of Note . On the Closing Date, as
defined below, upon the terms and subject to the conditions set
forth herein, substantially concurrent with the execution and
delivery of this Agreement by the parties hereto, the Seller agrees
to sell, and the Buyer agrees to purchase, the Note. The
Buyer shall deliver to the Seller, via wire transfer or a certified
check, immediately available funds equal to the Purchase Price and
the Seller shall then deliver the originally executed Note to Buyer
via overnight courier to the address specified by
Buyer. The Closing Date shall be the date that
this Agreement is fully executed.
2.
Closing . On the Closing Date, the parties shall
perform, in order:
a) Buyer
shall deliver a fully executed copy of this Agreement;
b) Seller
shall deliver a fully executed copy of this Agreement;
c) Buyer
shall deliver to the Seller the Purchase Price via wire transfer or
a certified check; and
d) Seller
shall deliver to Buyer an executed copy of the Note, with the
originally executed Note to be delivered to Buyer via overnight
courier within one (1) business day after the Closing Date to the
address specified by Seller.
3.
Representations and Warranties of Seller
. Seller hereby represents and warrants to Buyer
that the statements in the following paragraphs of this Section 3
are all true and complete as of the Effective Date and will be true
and complete on the Closing Date as if made on and as of the
Closing Date:
a) Seller
is duly organized, validly existing and in good standing under the
laws of the jurisdiction of its organization, has all requisite
power and authority to enter into this Agreement and perform its
obligations hereunder, and has taken all action necessary to
authorize the sale of the Note to be sold by it pursuant to this
Agreement.
b) This
Agreement constitutes the valid and binding obligation of Seller
enforceable in accordance with its terms except as enforcement
thereof may be limited by bankruptcy, insolvency, reorganization,
fraudulent conveyance, moratorium or other similar laws relating to
or affecting creditors’ rights generally and except as
enforcement thereof is subject to general principles of equity
(regardless of whether enforcement is considered in a proceeding in
equity or at law).
4.
Representations and Warranties of Buyer . Buyer hereby
represents and warrants to Seller that the statements in the
following paragraphs of this Section 4 are all true and complete as
of the Effective Date and will be true and complete on the Closing
Date as if made on and as of the Closing Date:
a) Exempt
Transaction. Buyer understands that the offering and sale of the
Note is intended to be exempt from registration under the
Securities Act of 1933, as amended (the “Act”) and
exempt from registration or qualification under any state
law.
b) Buyer
is duly organized, validly existing and in good standing under the
laws of the jurisdiction of its organization, has all requisite
power and authority to enter into this Agreement and perform its
obligations hereunder, and has taken all action necessary to
authorize the purchase of the Note to be purchased by it pursuant
to this Agreement.
b) This
Agreement constitutes the valid and binding obligation of Buyer
enforceable in accordance with its terms except as enforcement
thereof may be limited by bankruptcy, insolvency, reorganization,
fraudulent conveyance, moratorium or other similar laws relating to
or affecting c
