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Exhibit 10.2

 

AGREEMENT

 

THIS AGREEMENT (the “Agreement”) is made as of the 13th day of October 2009 (the “Effective Date”), by and between Bristol Investment Fund, Ltd., a Cayman Islands company with a registered office at Caledonian House, 69 Roy’s Drive, P.O. Box 1043, Grand Cayman KY1-1102, Cayman Islands (“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 $15,000.00 (the “Note”) in the forth set forth on Exhibit A to this Agreement, for an aggregate purchase price of $15,000.00 (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:

 


 

b)           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 ha


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