Exhibit
10.1

     

    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 PROMISSORY
NOTE

     

    
      	
              Principal
      Amount: $176,471.00

            	
              Issue
      Date: December 7, 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 ________________________ (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 December 7, 2010 (the “Maturity
Date”), the principal sum of One Hundred Fifty Thousand Dollars
($150,000.00) (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. Original Issue
Discount.   This Note is issued with an original issue discount
of 15% upon funding of $150,000 in cash by Holder to Borrower.

     

    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 equal to $0.35 (the “Conversion Price”).  The Holder shall
submit a notice of conversion (the “Notice of Conversion”) to the Company
indicating the amount of the Note being converted, the number of shares issuable
upon such conversion, and where the Conversion Shares should be
delivered.  The Company must deliver the Conversion Shares to the
Holder no later than the third (3rd)
business day after the date that Holder submits the Notice of Conversion to the
Company (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 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 ownership shall be calculated in accordance with Section 13(d) of the
Exchange Act and the rules and regulations promulgated thereunder.  To
the extent that the limitation contained in this Section 4 applies, the
determination of whether this Note is convertible (in relation to other
securities owned by the Holder together with any affiliates) and of which
principal amount of this Note is convertible shall be in the sole discretion of
the Holder, and the submission of a Notice of Conversion shall be deemed to be
the Holder’s determination of whether this Note may be converted (in relation to
other securities owned by the Holder together with any Affiliates) and which
principal amount of this Note is convertible, in each case subject to the
Beneficial Ownership Limitation. To ensure compliance with this restriction, the
Holder will be deemed to represent to the Company each time it delivers a Notice
of Conversion that such Notice of Conversion has not violated the restrictions
set forth in this paragraph and the Company shall have no obligation to verify
or confirm the accuracy of such determination.  In addition, a
determination as to any group status as contemplated above shall be determined
in accordance with Section 13(d) of the Exchange Act and the rules and
regulations promulgated thereunder.   For purposes of this
Section 4, in determining the number of outstanding shares of common stock, the
Holder may rely on the number of outstanding shares of common stock as stated in
the most recent of the following: (i) the Company’s most recent periodic or
annual report filed with the Commission, as the case may be, (ii) a more recent
public announcement by the Company, or (iii) a more recent written notice by the
Company or the Company’s transfer agent setting forth the number of shares of
Common Stock outstanding.  Upon the written or oral request of a
Holder, the Company shall within two Trading Days confirm orally and in writing
to the Holder the number of shares of common stock then
outstanding.  In any case, the number of outstanding shares of Common
Stock shall be determined after giving effect to the conversion or exercise of
securities of the Company, including this Note, by the Holder or its affiliates
since the date as of which such number of outstanding shares of common stock was
reported. The “Beneficial Ownership Limitation” shall be 9.99% of the number of
shares of the Common Stock outstanding immediately after giving effect to the
issuance of shares of common stock issuable upon conversion of this Note held by
the Holder.  The Holder, upon not less than 61 days’ prior notice to
the Company, may waive the Beneficial Ownership Limitation and the Beneficial
Ownership Limitation shall no longer apply as of the 61st day
after such notice is delivered to the Company.  The limitations
contained in this paragraph shall apply to a successor holder of this
Note.

     

    5. Warrant.  Simultaneously
with the issuance of this Note, Borrower shall issue to the Holder a 5-year
warrant (the “Warrant”) to purchase such number of shares of common stock of the
Company equal to the number of Conversion Shares issuable upon full conversion
of the principal amount of this Note, exercisable at a price equal to $0.50 (the
“Exercise Price”), subject to full-ratchet anti-dilution adjustment as more
fully described in the form of Warrant to be provided by Holder and signed by
the Company.

     

    6. Acknowledgement by the
Holder.  The Holder hereby represents and warrants to the
Borrower that the Holder has sufficient knowledge and experience of financial
and business matters so that the Holder is able to evaluate the merits and risks
of purchasing this Note and the Holder has had substantial experience in
previous private and public purchases of securities.  The Holder is an
“accredited investor” as that term is defined in Rule 501 of Regulation D under
the Securities Act.

     

    7. Anti-dilution
Adjustment.  If at any time this Note is outstanding, the
Company issues common stock or securities convertible into or exercisable for
common stock at a price per share that is lower than the Conversion Price (a
“Dilutive Issuance”), or adjusts the price per share at which any of its
outstanding securities can be converted into or exercised for common stock to a
price that is lower than the Conversion Price (a “Dilutive Adjustment”), the
Conversion Price shall automatically be adjusted to equal the lower price
granted in such Dilutive Issuance or Dilutive Adjustment (the “Adjusted
Conversion Price”).  The Company must provide written notice to the
Holder of a Dilutive Issuance or a Dilutive Adjustment (the “Adjustment Notice”)
within three (3) trading days of such occurrence, provided however that the
Adjusted Conversion Price shall be deemed to be in effect automatically upon any
Dilutive Issuance or Dilutive Adjustment regardless of whether the Company
provides the Adjustment Notice. The Company must honor any conversions requested
by the Holder at the Adjusted Conversion Price following any Dilutive Issuance
or Dilutive Adjustment.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    7a. No adjustment to the
Conversion Price will be made (i) upon the exercise of any warrants, options or
convertible securities granted, issued and outstanding on the date of issuance
of this Note; (ii) upon the grant or exercise of any stock or options which may
hereafter be granted to or exercised by any employee or consultant directly or
under any employee benefit plan, stock option plan or restricted stock plan of
the Company now existing or to be implemented in the future, so long as the
issuance of such stock or options is approved the Board of Directors of the
Company; or (iii) upon the exercise of the Warrants.

    


    8. Piggyback Registration
Rights.  If at any time this Note is outstanding, the Company
files a registration statement with the United States Securities and Exchange
Commission (the “Registration Statement”), the Company must include the shares
underlying this Note and the Warrant in such Registration
Statement.  The Company shall notify the Holder of its intent to file
such Registration Statement at least thirty (30) days prior the filing of the
Registration Statement and provide the Holder an opportunity to review and
comment on such Registration Statement.

     

    9. Event of
Default.  Any of the following shall constitute an “Event of
Default” under this Note, and shall give rise to the remedies provided in
Section 10
herein:

     

    
      	
              (a)  

            	
              The
      failure by the Borrower to pay the Indebtedness or otherwise to satisfy
      when due, as contemplated in Section
      2;

            


    

     

    
      	
              (b)  

            	
              The
      failure by the Borrower to deliver the Conversion Shares by the Share
      Delivery Date, as contemplated in Section
      3;

            


    

     

    
      	
              (c)  

            	
              The
      failure by the Borrower to provide the Adjustment Notice or honor
      conversions at the Adjusted Conversion Price following a Dilutive Issuance
      or Dilutive Adjustment, as contemplated in Section
      7;

            


    

     

    
      	
              (d)  

            	
              The
      failure by the Borrower to timely file and keep current periodic reports
      with the SEC;

            


    

     

    
      	
              (e)  

            	
              If
      the Borrower:  (i) makes a general assignment for the
      benefit of creditors; (ii) is adjudicated a bankrupt or insolvent;
      (iii) files a voluntary petition in bankruptcy; (iv) takes advantage,
      as against its creditors, of any bankruptcy law or statute of the United
      States of America or any state or subdivision thereof now or hereafter in
      effect; (v) has a petition or proceeding filed against it under any
      provision of any bankruptcy or insolvency law or statute of the United
      States of America or any state or subdivision thereof, which petition or
      proceeding is not dismissed within 30 days after the date of the
      commencement thereof; (vi) has a receiver, liquidator, trustee,
      custodian, conservator, sequestrator or other such person appointed by any
      court to take charge of its affairs or assets or business and such
      appointment is not vacated or discharged within 30 days thereafter; or
      (vii) takes any action in furtherance of any of the
      foregoing;

            


    

     

    
      	
              (f)  

            	
              Any
      merger, liquidation, dissolution or winding up of the Borrower or its
      business or any sale of all or substantially all of the Borrower’s capital
      stock or assets; provided,
      however,
      the merger or sale of the Borrower with a successor entity that
      acknowledges and expressly assumes in writing the Borrower’s obligations
      hereunder shall not be considered an “Event of Default” for purposes
      hereof; or

            


    

     

    
      	
              (g)  

            	
              The
      Borrower attempts to effectuate or effectuates a reverse stock split of
      its common stock without first obtaining the prior written consent of the
      Holder.

            


    

     

    10. Remedies on
Default.  If any Event of Default shall occur and be continuing
for a period of seven (7) calendar days, the Holder shall, in addition to any
and all other available rights and remedies, have the right, at the Holder’s
option unless such Event of Default shall have been cured or waived in writing
by the Holder (which waiver shall not be deemed to be a waiver of a subsequent
default), to:  (a) declare the entire unpaid principal balance of this
Note, together with all interest accrued thereon and all other sums due by the
Borrower hereunder (the “Default Amount”),; and (b) pursue any and all available
remedies for the collection of such principal and interest to enforce its rights
as described herein; and in such case the Holder may also recover all costs of
suit and other expenses in connection therewith, including reasonable attorney’s
fees for collection and the right to equitable relief (including, but not
limited to, injunctions) to enforce the Holder’s rights as set forth
herein.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    11. Certain
Waivers.  Except as otherwise expressly provided in this Note,
the Borrower hereby waives diligence, demand, presentment for payment, protest,
dishonor, nonpayment and default with respect to the Indebtedness evidenced
hereby.  The Borrower hereby expressly agrees that this Note, or any
payment hereunder, may be extended, modified or subordinated (by forbearance or
otherwise) from time to time, without in any way affecting the liability of the
Borrower.

     

    12. Waivers and Amendments;
Cumulative Remedies.  Neither any provision of this Note nor
any performance hereunder may be waived orally, but only by an agreement in
writing and signed by the party against whom enforcement of any waiver or
discharge is sought.  No right or remedy conferred upon the parties
under this Note is intended to be exclusive of any other right or remedy
contained herein or in any instrument or document delivered in connection
herewith, and every such right or remedy shall be cumulative and shall be in
addition to every other such right or remedy contained herein and/or now or
hereafter existing at law or in equity or otherwise.

     

    13. Governing
Law.  This Note shall be deemed to be a contract made under the
laws of the State of New York and shall be governed by, and construed in
accordance with, the laws of the State of New York, without giving effect to the
principles of conflicts of law.  If either party shall commence an
action or proceeding to enforce any provision of this Note, then the prevailing
party in such action or proceeding shall be reimbursed by the other party for
its attorneys’ fees and other costs and expenses incurred with the
investigation, preparation and prosecution of such action or
proceeding.

     

    14. Consent to Jurisdiction and
Service of Process.  The Borrower by execution, and the Holder
by acceptance, hereof each consent to the jurisdiction of any federal district
court in the State of New York having competent jurisdiction.  The
Borrower waives personal service of any summons, complaint or other process in
connection with any such action or proceeding and agrees that service thereof
may be made, as the Holder may elect, by certified mail directed to the Borrower
at the location provided for in Section 16 hereof,
or, in the alternative, in any other form or manner permitted by
law.

     

    15. Additional
Documents.  From time to time the Holder will execute and
deliver to the Borrower such additional instruments as the Borrower may
reasonably request to effectuate the purposes of this Note.

     

    16. Notices.  All
notices and other communications required or permitted hereunder shall be in
writing and shall be mailed by United States first-class mail, postage prepaid,
or delivered personally by hand or by nationally recognized overnight courier or
sent via facsimile addressed to:

     

    
      	
              If
      to the Borrower:

            	 
      
	 
      	 
      
	 
      	
              __________________________________________

            
	 
      	
              __________________________________________

            
	 
      	
              __________________________________________

            
	 
      	 
      
	
              If
      to the Holder:

            	 
      
	 
      	
              __________________________________________

            
	 
      	
              __________________________________________

            
	 
      	 
      


    

    


    or at
such other address as shall have been furnished to the other party in
writing.  All such notices and other written communications shall be
effective:  (a) if mailed, five days after mailing; (b) if delivered,
upon delivery; and (c) if sent via facsimile, upon confirmation of
receipt.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    17. Wiring
Instructions.  Any amount wired to the Borrower hereunder shall
be wired in accordance with the following wiring instructions:

     

    Bank
Name:                      __________________

    Account
Name:               __________________

    Account
Number:           __________________

    Routing
number:             __________________

     

    18. Severability.  If
any provision of this Note is prohibited or unenforceable in any jurisdiction,
it shall be ineffective in such jurisdiction only to the extent of such
prohibition or unenforceability, and such prohibition or unenforceability shall
not invalidate the balance of such provision to the extent it is not prohibited
or unenforceable nor the remaining provisions hereof, nor render unenforceable
such provision in any other jurisdiction.

     

    19. Assignment.  This
Note shall inure to the benefit of, and shall be binding upon, the Borrower and
the Holder and their respective successors and permitted
assigns.  Neither party hereto may assign any of its rights or
obligations hereunder without the prior written consent of the other
party.

     

    20. Counterparts.  This
Agreement may be executed in any number of counterparts, each of which shall be
deemed an original, and all of which together shall constitute one and the same
instrument.  A facsimile signature of any party shall be considered to
have the same binding legal effect as an original signature.

     

    21. No Stockholder
Rights.  Nothing contained in this Note shall be construed as
conferring upon the Holder or any other person the right to vote or to consent
or to receive notice as a stockholder in respect of meeting of stockholders for
the election of directors of the Borrower or any other matters or any rights
whatsoever as a stockholder of the Borrower; and no dividends shall be payable
or accrued in respect of this Note.

     

    22. JURY
WAIVER.  THE BORROWER BY EXECUTION, AND THE HOLDER BY
ACCEPTANCE, HEREOF EACH CONSENT THAT IN ANY CIVIL ACTION, COUNTERCLAIM, OR
PROCEEDING, WHETHER AT LAW OR IN EQUITY, WHICH ARISES OUT OF, CONCERNS, OR
RELATES TO THIS NOTE, ANY AND ALL TRANSACTIONS CONTEMPLATED BY THIS NOTE, THE
PERFORMANCE OF THIS NOTE, OR THE RELATIONSHIP CREATED BY THIS NOTE, WHETHER
SOUNDING IN CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE, TRIAL SHALL BE TO A
COURT OF COMPETENT JURISDICTION AND NOT TO A JURY.  EACH PARTY HEREBY
IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY.  ANY
PARTY MAY FILE AN ORIGINAL COUNTERPART OR A COPY OF THIS NOTE WITH ANY COURT, AS
WRITTEN EVIDENCE OF THE CONSENT OF THE PARTIES TO THIS NOTE OF THE WAIVER OF
THEIR RIGHT TO A TRIAL BY JURY.

     

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    [SIGNATURE PAGE]

     

    


     

    IN WITNESS WHEREOF, the
undersigned has executed and delivered this Note on and as of the date first set
forth above.

     

    


     

     

    Signature
Exploration & Production Corp, a Delaware corporation, as
Borrower

    


    


    By:    _______________________________

    Name:

    Title: