Exhibit
10.2
ATLAS OIL AND GAS,
INC.
Convertible
Promissory Note
Due May 6,
2009
THIS CONVERTIBLE
PROMISSORY NOTE (“ NOTE ”) HAS NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933 AS AMENDED, OR
QUALIFIED UNDER ANY APPLICABLE STATE’S SECURITIES LAWS AND
MAY NOT BE SOLD, ASSIGNED OR TRANSFERRED UNLESS: (A) A
REGISTRATION STATEMENT WITH RESPECT THERETO IS EFFECTIVE UNDER THE
SECURITIES ACT OF 1933, AS AMENDED, AND ALL QUALIFICATIONS REQUIRED
UNDER ANY APPLICABLE STATE’S SECURITIES LAWS HAVE BEEN
OBTAINED; OR (B) IN THE OPINION OF COUNSEL REASONABLY SATISFACTORY
TO THE COMPANY THIS NOTE MAY BE SOLD, ASSIGNED OR TRANSFERRED
WITHOUT AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES
ACT OF 1933 AS AMENDED, AND WITHOUT QUALIFICATION UNDER ANY
APPLICABLE STATE’S SECURITIES LAWS.
Date: May 6,
2009
FOR VALUE RECEIVED,
Atlas Oil and Gas, Inc., a Nevada corporation (“
Company ”), promises to pay to the order of
Thomas Cunningham (“ Representative ”),
as representative for the shareholders (“ Sagrada
Shareholders ”) of Sagrada Investments, Inc., a
Nevada corporation (“ Sagrada ”), or the
Representative’s registered assigns, at the address of the
Representative set forth in Section 5(c) , or at such
other place as the then holder of this Note shall from time to time
have designated to the Company in writing, on the maturity date as
set forth below in Section 2(a), the sum of One Hundred Thousand
Dollars ($100,000) (" principal amount "), without
interest, in lawful money of the United States. All payments
by the Company on this Note shall be credited to the principal
amount of this Note.
1.
Description of
Note .
(a)
The Note
. This Note is issued
by the Company pursuant to that certain Share Exchange Agreement
dated May 6, 2009, to which the Company and Sagrada are parties
(“ Share Exchange Agreement
”).
(b)
Transfer
. Subject to the
foregoing legend relating to federal and state securities laws, the
Representative shall have the right at any time to sell, assign,
transfer or negotiate all or any part of this Note to the Sagrada
Shareholders. In the case of any sale, assignment, transfer
or negotiation of all or part of this Note authorized under this
Section 1(b) , the assignee, transferee or recipient
shall have, to the extent of such sale, assignment, transfer or
negotiation, the same rights, benefits and obligations as it would
if it were the Representative with respect to this Note or the loan
evidenced thereby. The Company shall keep at its principal
office a register in which the Company shall provide for the
registration of the Note and for the transfer of the same.
Upon surrender for registration of transfer of any Note at
the principal office of the Company, the Company shall, at its
expense, promptly execute and deliver one or more new Notes of like
tenor and of a like aggregate principal amount, registered in the
name of such transferee or transferees and, in the case of a
transfer in part, such transferor.
1
ATI.AS OIL. AND GAS,
INC.
CONVER11SLIO
PROMISSORY NOTE:
MAY 6,
2009
(c)
Lost or Destroyed
Note . In
case this Note shall be mutilated or alleged to have been lost or
destroyed, a new Note will be issued in place thereof by the
Company on presentation to the Company of reasonable evidence of
such mutilation, loss or destruction and upon such indemnity, if
any, as the Company may reasonably require for its
protection.
2.
Maturity
Date .
(a)
The principal amount of
this Note shall be payable in full by the Company on the later to
occur of (“ Maturity Date ”): (i) May 6,
2009; or (ii) the date of completion of the Share Exchange (as
defined in Section 1.1 of the Share Exchange Agreement).
(b)
All payments made by
the Company pursuant to this Note shall be made without defense,
set off or counterclaim, in same day funds and delivered to the
holders hereof and thereof not later than Noon (California time) on
the date such payment is due, provided that funds received by such
holders after Noon (California time) shall be deemed to have been
paid by the Company on the next succeeding business day.
Whenever any payment to be made hereunder shall be stated to
be due on a day which is not a business day, the payment shall be
made on the next succeeding business day and such additional period
shall be included in the computation of the payment of interest
hereunder.
3.
Reverse Stock Split;
Conversion of Note .
(a)
Prior to date of this
Note, Company commenced a process to have a one for one hundred (1
for 100) reverse stock split (“ Reverse Stock
Split ”). Company shall submit an application to the
Financial Industry Regulatory Authority (“
FINRA ”) for approval of the Reverse Stock
Split no later than May 13, 2009.
(b)
Immediately upon
FINRA’s approval of the Reverse Stock Split, the principal
amount of this Note shall be automatically converted into an
aggregate total of Thirty Six Million Three Hundred Fifty Thousand
(36,350,000) shares of the Company’s common stock (“
Conversion Shares ”), par value $.001 per
share, without need for notice or other action on the part of
Company, Representative or Sagrada Shareholders.
(c)
Company shall deliver
the Conversion Shares as follows:
(i)
To the Escrow Holder
set forth in that certain Escrow Letter Agreement dated May 6,
2009, a form of which is attached as Exhibit E to the
Share Exchange Agreement, Seven Million Two Hundred Seventy
Thousand (7,270,000) shares of
