GATING AGREEMENT
This
GATING AGREEMENT (the “Agreement”) is made this 27th day of February, 2009,
between Signature Exploration & Production Corp., a Delaware corporation
(the “Company”) and SEARA, LLC (the “Shareholder”).
Recitals
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A.
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The
Company is in the process of executing on a new business direction and
raising capital for the purpose of developing its business plan and
promoting the financial interests of the Company and its
shareholders.
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B.
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It
has been determined that to assist the Company in moving forward in these
efforts, it is necessary to restructure the existing financial
affairs of the Company by, to the extent possible, placing certain shares
of capital stock of the Company that are already issued and outstanding in
a GATING AGREEMENT.
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C.
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The
Shareholder has agreed to place her or his or its shares into a GATING
AGREEMENT pursuant to the terms and conditions of this
Agreement.
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Agreement
In consideration of mutual promises set
forth herein and other good and valuable consideration, the parties hereto agree
as follows:
1. Restriction on Transfer of
Shares. The Shareholder agrees to not transfer, sell, assign
or convey, or offer or agree to transfer, sell, assign or convey more than 5
percent of her, his or its shares of stock of the Company (the “Shares”) during
any calendar month for a period of two years from the date of this Agreement.
The number of shares representing the 5 percent is based on the number of shares
owned on the date of this Agreement. By example, if a Shareholder owns 100,000
shares on the date of this Agreement, the Shareholder agrees to sell no more
than 5,000 shares per calendar month for the term of this
Agreement.
2. Consideration. In
consideration for entering into and performing all of the terms and conditions
of this Agreement, the Shareholder shall be issued by Company, shares of common
stock of the Company (the “Consideration Shares”) equal in number to 5% of the
Shareholder’s Shares restricted by this Agreement. The Consideration
Shares shall have the same restrictions on trading as the other Shares
restricted by this Agreement. The Consideration Shares will be delivered to the
Shareholder within 15 business days from the date of this
Agreement.
3. Notation
of Shares. The Shareholder shall assist the Company
in taking any or all of the following actions or other actions as requested by
the Company from time to time in order for the Shares to be designated as having
trading restrictions on the Shares:
1
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a)
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Forward
any certificates representing the Shares to the Company so that
certificates representing the Shares can be reissued to the Shareholder
bearing appropriate restrictive
legends.
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b)
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Supply
the Company with information regarding brokerage accounts in which any of
the Shares are deposited and countersign any correspondence to applicable
brokerage houses instructing that the Shares not be traded except pursuant
to the terms and conditions of this
Agreement.
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c)
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Agreeing
that the Company’s transfer agent be made aware of this Agreement and that
by signing this Agreement, the transfer agent is authorized by the
Shareholder to enforce this Agreement with respect to the
Shares.
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4. Remedies. The
Shareholder acknowledges and agrees that the Company could not be made whole by
monetary damages in the event of any default by the Shareholder of the terms and
conditions set forth in this Agreement. It is accordingly agreed and
understood that the Company, in addition to any other remedy which it may have
in law or equity, shall be entitled to an injunction or injunctions to prevent
breaches of this Agreement and specifically to enforce the terms and provisions
hereof in any action instituted in any court of the State of Florida or in any
other court that has appropriate jurisdiction.
5. Modification. No
modification of this Agreement shall be valid unless made in writing and signed
by both parties.
6. Binding
Effect. This Agreement shall be binding upon the parties and
their respective heirs, successors and assigns.
7. Integration. This
Agreement is intended to be the final and complete statement of the terms of the
parties' agreements regarding the subject of this Agreement. This
Agreement supersedes all prior agreements and statements on these subjects, and
it may not be contradicted by evidence of any prior or contemporaneous
statements or agreements.
8. Construction. This
Agreement shall be construed as a whole, according to its fair meaning, and not
in favor of or against any party. By way of example and not
limitation, this Agreement shall not be construed against the party responsible
for any language in this Agreement. The headings of the paragraphs
hereof are inserted for convenience only, and do not constitute part of and
shall not be used to interpret this Agreement.
9. Attorneys'
Fees. Should either party or a successor or permitted assign
of either party resort to legal proceedings to enforce this Agreement, the
prevailing party in such legal proceeding shall be awarded, in addition to such
other relief as may be granted, attorneys' fees and costs incurred in connection
with such proceeding.
10. Severability. If
any term, provision, covenant or condition of this Agreement, or the application
thereof to any person, place or circumstance, shall be held to be invalid,
unenforceable or void, the remainder of this Agreement and such term, provision,
covenant or condition as applied to other persons, places and circumstances
shall remain in full force and effect.
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11.
Recitals. The
recitals set forth in the forepart of this document are hereby incorporated
herein as though fully set forth in this section 11.
12. Acknowledge and Agreement to
Perform Necessary Acts. The Shareholder acknowledges that she,
he or it has had the opportunity to consult legal counsel in regard to this
Agreement, that Shareholder has read and understands this Agreement, that she,
he or it is fully aware of its legal effect, and that Shareholder has entered
into it freely and voluntarily and based on her, his or its own judgment and not
on any representations or promises other than those contained in this
Agreement. Shareholder agrees to perform any further acts and execute
and deliver any documents that may be reasonably necessary to carry out the
provisions and the intention of this Agreement.
IN
WITNESS WHEREOF, the undersigned have executed this Agreement as of the date set
forth below.
SIGNATURE
EXPLORATION & PRODUCTION CORP.
By: /s/ Xxxxxx
Xxxxxx
Name:
Xxxxxx
Xxxxxx
Title:
Chief Financial
Officer
SHAREHOLDER
By: /s/ Xxxxx
Xxxxx
Name:
Xxxxx
Xxxxx
Title:
Managing
Member
Number of
shares owned: 150,000
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