Unassociated Document


        


    EXHIBIT
10-3

    


    


    ADDENDUM

    TO

    CONVERTIBLE
PROMISSORY NOTE

    


    


    THIS
ADDENDUM (the “Addendum”) is hereby entered into as of August 27, 2009, by and
between Signature Exploration & Production Corp., a Delaware corporation
(“Signature”), and Bristol Capital, LLC, a Delaware limited liability company
(“Bristol”) (Signature and Bristol are hereinafter sometimes collectively
referred to as the “Parties”).

    


    WHEREAS, Signature issued to Bristol a
convertible promissory note (the “Note”) dated as of August 17, 2009, in the
principal amount of $18,000.00, pursuant to a Purchase Agreement dated as of
August 17, 2009 (the “Agreement”)” by and between Signature as Buyer (as defined
in the Agreement) and Bristol as a Seller (as defined in the
Agreement);

    


    WHEREAS, the Parties desire to amend
the Note by including a provision to limit the number of shares issuable to
Bristol under the Note;

    


    NOW THEREFORE, the Parties
agree to amend the Note as set forth below:

    


    
      	
               
      

            	
              1.

            	
              Conversion
      Limitation.  Signature shall not effect any conversion of
      the Note, and Bristol shall not have the right to convert any portion of
      the Note, to the extent that after giving effect to the conversion set
      forth on the applicable conversion notice (“Notice of Conversion”)
      submitted by Bristol, Bristol (together with its affiliates, and any
      persons acting as a group together with Bristol or any of Bristol’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
      Bristol and its affiliates shall include the number of shares of common
      stock issuable upon conversion of the 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 the Note beneficially owned by Bristol or
      any of its affiliates and (ii) exercise or conversion of the unexercised
      or unconverted portion of any other securities of Signature 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 Bristol or any of its
      affiliates.  Except as set forth in the preceding sentence, for
      purposes of this provision, 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 herein applies, the determination of whether the Note
      is convertible (in relation to other securities owned by Bristol together
      with any affiliates) and of which principal amount of the Note is
      convertible shall be in the sole discretion of Bristol, and the submission
      of a Notice of Conversion shall be deemed to be Bristol’s determination of
      whether the Note may be converted (in relation to other securities owned
      by Bristol together with any Affiliates) and which principal amount of the
      Note is convertible, in each case subject to the Beneficial Ownership
      Limitation.  To ensure compliance with this restriction, Bristol
      will be deemed to represent to Signature each time it delivers a Notice of
      Conversion that such Notice of Conversion has not violated the
      restrictions set forth in this provision and Signature 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 provision,
      in determining the number of outstanding shares of common stock, Bristol
      may rely on the number of outstanding shares of common stock as stated in
      the most recent of the following: (i) Signature’s most recent periodic or
      annual report filed with the Commission, as the case may be, (ii) a more
      recent public announcement by Signature, or (iii) a more recent written
      notice by Signature or its transfer agent setting forth the number of
      shares of common stock outstanding.  Upon the written or oral
      request of Bristol, Signature shall within two trading days confirm orally
      and in writing to Bristol 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 Signature, including the Note, by Bristol 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 the Note held by
      Bristol.  Bristol, upon not less than 61 days’ prior notice to
      Signature, 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 Signature.  The limitations
      contained in this provision shall apply to a successor holder of the
      Note.

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	
            	
              2. 

            	
              Miscellaneous
      Provisions. 

            


    

    


    
      	
               
      

            	
              (a)

            	
              Except
      as amended and modified herein, all other provisions of the Note, as
      modified and amended by this Addendum, are hereby ratified and approved,
      and shall remain in full force and
effect.

            


    

    


    
      	
               
      

            	
              (b)

            	
              This
      Addendum and the Note together constitute the entire agreement between the
      parties relating to the subject matter hereof and thereof.  This
      Addendum may be executed in counterparts and each counterpart may be
      deemed an original.  A telefaxed copy or electronic copy in PDF
      format of this Addendum shall be deemed an
  original

            


    

    


    IN WITNESS WHEREOF, the Parties hereto
have caused this Addendum to be executed by its duly authorized officers as of
the day first written above.

    


    
      	
              SIGNATURE
      EXPLORATION & PRODUCTION CORP.

            
	 
      	 
      	 
      
	 
      	 
      	 
      
	
              By:

            	
              /s/ Steven Weldon

            	 
      
	
              Name:
      Steven Weldon

            	 
      
	
              Title:
      Chief Financial Officer

            	 
      


    

     

    
      


      
        
          	
                  BRISTOL
      CAPITAL, LLC

                
	 
      	 
      	 
      
	 
      	 
      	 
      
	
                  By:

                	
                  /s/ Paul Kessler

                	 
      
	
                  Name:
      Paul Kessler

                	 
      
	
                  Title:
      Manager