Exhibit
10.4
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: $15,000.00
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Issue Date: October 13,
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 October 13, 2010 (the
“ Maturity Date ”), the principal sum of
Fifteen Thousand Dollars ($15,000.00) (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 $0.01 (the “Conversion
Price”). The Company must deliver the Conversion
Shares to the Holder no later than the third (3rd) business day
after the date (the “Conversion Date”) that the Holder
notifies the Company that it elects to effectuate a conversion
(such third business day is hereinafter referred to as 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 owner

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