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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

Issue Date: October 13, 2009

 

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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