ex10-24.htm


    
      Exhibit
10.24

       

      THIS
NOTE, AND THE SHARES OF COMMON STOCK ISSUABLE UPON CONVERSION OF THIS NOTE (THE
“SECURITIES”)
HAVE BEEN ACQUIRED FOR INVESTMENT PURPOSES ONLY AND MAY NOT BE TRANSFERRED UNTIL
(i) A REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE
“ACT”) SHALL
HAVE BECOME EFFECTIVE WITH RESPECT THERETO OR (ii) RECEIPT BY THE COMPANY OF AN
OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY TO THE EFFECT THAT
REGISTRATION UNDER THE ACT IS NOT REQUIRED IN CONNECTION WITH SUCH PROPOSED
TRANSFER NOR IS IN VIOLATION OF ANY APPLICABLE STATE SECURITIES LAWS. THIS
LEGEND SHALL BE ENDORSED UPON ANY NOTE ISSUED IN EXCHANGE FOR THIS NOTE AND ANY
SECURITIES ISSUABLE UPON CONVERSION OF THIS NOTE (EXCEPT AS OTHERWISE PROVIDED
BELOW).

       

      2ND
AMENDED AND RESTATED

      CONVERTIBLE
PROMISSORY NOTE

       

      
        	
                $172,653.00

              	
                November
      19, 2009 to be Effective September 23,
  2008 

              


      

       

      FOR VALUE
RECEIVED, ACIES
Corporation, a Nevada Corporation (the “Company”),
having an address of 3363 NE 163rd Street,
Suite 705, North Miami Beach, FL  33160, hereby promises to pay to the
order of Pinnacle Three
Corporation and/or assigns (the “Holder”),
at the offices of Holder at 1445 Windjammer Way, Hollywood, FL  33019,
or such other place as may be designated by Holder to the Company in writing,
the aggregate principal amount of One Hundred and Seventy-Two Thousand Six
Hundred and Fifty Three Dollars ($172,653), together with interest on the
unpaid principal amount hereof, upon the terms and conditions hereinafter set
forth.

       

      
        
          
            
              	
                      1.

                    	
                      Loan
      Amount.  This
      2nd Amended And Restated Convertible Promissory Note (this “Note”
      or “Promissory
      Note”) evidences the loan of One Hundred and Seventy-Two
      Thousand Six Hundred and Fifty Three Dollars ($172,653), from the
      Holder to the Company during the months of August and September 2008
      (hereinafter referred to as the “Loan”
      or the “Principal”),
      and amends, replaces and supersedes that certain 1st Amended Convertible
      Promissory Note entered into between the Company and Holder on or around
      September 23, 2009 (the “1st
      Amended Note”).  The effective date of this Note is
      September 23, 2008. The parties agree that the consideration for the
      Company agreeing to the terms and conditions of this Promissory Note, and
      the amendment of the 1st Amended Note, is that Holder has agreed to
      convert such Promissory Note into shares of the Company’s common stock (as
      provided below) immediately upon the parties’ execution of this
      Note.  The Holder further agrees to provide a Notice of
      Conversion as to the conversion of the full amount of the unpaid principal
      and interest on this Note to the Company immediately upon the parties’
      entry into this Note, which the parties agree is a required term and
      condition of this Note.

                    
	 
      	 
      	 
      
	
                      2.

                    	
                      Payment Terms.  The Company promises to pay to
      Holder the balance of Principal, together with accrued and unpaid
      interest, on  November 30, 2009 (the “Maturity
      Date”), unless this Note is earlier prepaid as herein provided or
      earlier converted into Common Stock (as hereinafter defined) of the
      Company pursuant to Section 3 hereof.  All payments hereunder shall
      be made in lawful money of the United States of America.  Payment
      shall be credited first to the accrued interest then due and payable and
      the remainder to Principal.

                    
	 
      	 
      	 
      
	
                      3.

                    	
                      Interest.  Interest
      on the outstanding portion of Principal of this Note shall accrue at a
      rate of eighteen percent (18%) per annum.  All computations of
      interest shall be made on the basis of a 360-day year for actual days
      elapsed.  Such interest shall accrue and be paid upon the Maturity
      Date of the Loan.

                    


            

          

        

      

      


      
        
          
            
              	 
      	
                      a.

                    	
                      Notwithstanding
      any provision in this Note, the total liability for payments of interest
      and payments in the nature of interest, including all charges, fees,
      exactions, or other sums which may at any time be deemed to be interest,
      shall not exceed the limit imposed by the usury laws of the State of
      Florida or the applicable laws of the United States of America, whichever
      shall be higher (the “Maximum
      Rate”).

                    


            

          

        

      

      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      
        	 
      	
                b.

              	
                In
      the event the total liability for payments of interest and payments in the
      nature of interest, including, without limitation, all charges, fees,
      exactions or other sums which may at any time be deemed to be interest,
      which for any month or other interest payment period exceeds the Maximum
      Rate, all sums in excess of those lawfully collectible as interest for the
      period in question (and without further agreement or notice by, among or
      to the Holder the undersigned) shall be applied to the reduction of the
      principal balance, with the same force and effect as though the
      undersigned had specifically designated such excess sums to be so applied
      to the reduction of the principal balance and the Holder had agreed to
      accept such sums as a premium-free prepayment of principal; provided,
      however, that the Holder may, at any time and from time to time, elect, by
      notice in writing to the undersigned, to waive, reduce or limit the
      collection of any sums in excess of those lawfully collectible as interest
      rather than accept such sums as a prepayment of the principal
      balance.  The undersigned does not intend or expect to pay nor
      does the Holder intend or expect to charge, accept or collect any interest
      under this Note greater than the Maximum
Rate.

              


      

        

      
        
          	 
      	
                  c.

                	
                  If
      any payment of principal or interest on this Note shall become due on a
      Saturday, Sunday or any other day on which national banks are not open for
      business, such payment shall be made on the next succeeding business
      day.

                


        

      

       

      
        
          	
                  4.

                	
                  Option to Convert this
      Note.

                	 
      


        

      

       

      
        
          
            
              
                
                  	 
      	
                          a.

                        	
                          At
      any time prior to the Maturity Date or prior to payment in full by the
      Company, Holder shall have the option to convert the unpaid principal
      balance of this Promissory Note, together with all accrued interest, into
      shares of common stock (the “Shares”
      and the “Common
      Stock”) of the Company  (the “Conversion Option”) at the
      conversion price of $0.01 per common share (the “Conversion
      Price”);

                        
	 
      	 
      	 
      
	 
      	
                          b.

                        	
                          In
      order to exercise this Conversion Option, the Holder shall surrender this
      Promissory Note to the Company, accompanied by written notice of its
      intentions to exercise this Conversion Option, which notice shall set
      forth the principal amount of this Promissory Note to be converted and
      shall be in the form of Exhibit A,
      attached hereto (“Notice
      of Conversion”). Within ten (10) business days of the Company’s
      receipt of the Notice of Conversion and this Note, the Company shall
      deliver or cause to be delivered to the Holder, written confirmation that
      the Shares have been issued in the name of the Holder;

                        
	 
      	 
      	 
      
	 
      	
                          c.

                        	
                          In
      the event of the exercise of the Conversion Option, Holder shall cooperate
      with the Company to promptly take any and all additional actions required
      to make Holder a stockholder of the Company including, without limitation,
      in connection with the issuance of the Shares, such representations as to
      financial condition, investment intent and sophisticated investor status
      as are reasonably required by counsel for the Company. Holder recognizes
      that the Shares issued upon conversion of this Note will constitute “restricted
      securities” under the Securities
      Act of 1933, as amended, and the resale of which will be subject to the
      limitations of such rules;

                        
	 
      	 
      	 
      
	 
      	
                          d.

                        	
                          The
      Company shall at all times take any and all additional actions as are
      necessary to maintain the required authority to issue the Shares to the
      Holder, in the event the Holder exercises its rights under the Conversion
      Option;

                        
	 
      	 
      	 
      
	 
      	
                          e.

                        	
                          Payment
      to Company prior to Holder’s delivery of a Notice of Conversion shall
      terminate Holder’s option to
convert;

                        


                

              

            

          

        

      

      


      
        
          
          

        

        
          -2-

          
            

          

        

        
          
          

        

      

      
        
          
            	 
      	
                    f.

                  	
                    Conversion Calculations: No
      Fractional Shares. Conversion calculations pursuant to this Section 4 shall be rounded to the nearest
      whole share of Common Stock, and no fractional shares shall be issuable by
      the Company upon conversion of this Note. Conversion of this Note shall be
      deemed payment in full of this Note and this Note shall thereupon be
      cancelled;

                  
	 
      	 
      	 
      
	 
      	
                    g.

                  	
                    Anti-Dilution Protection.
      If the Company at any time or from time to time on or after the effective
      date of the  issuance of this Note (the “Original Issuance Date”)
      effects a subdivision of its outstanding Common Stock, the Conversion
      Price then in effect immediately before that subdivision shall be
      proportionately decreased, and conversely, if the Company at any time or
      from time to time on or after the Original Issuance Date combines its
      outstanding shares of Common Stock into a smaller number of shares, the
      Conversion Price then in effect immediately before the combination shall
      be proportionately increased;
and

                  


          

        

      

       

      
        
          
            	 
      	
                    h.

                  	
                    No
      Encumbrances. All Shares of Common Stock which may be issued
      upon conversion of this Note will, upon issuance by the Company in
      accordance with the terms of this Note, be validly issued, free from all
      taxes and liens with respect to the issuance thereof (other than those
      created by the holders), free from all pre-emptive or similar rights and
      be fully paid and non
assessable.

                  


          

        

      

        

      
        
          	
                  5.

                	
                  Redemption.  This
      Note may be redeemed by the Company by payment of the entire Principal and
      interest outstanding under this Note in cash to Holder.  The Company
      must provide notice to Holder not less than thirty (30) days prior to
      affecting such redemption.  During the period from providing of such
      notice to Holder and the Company affecting the redemption, the Company may
      cancel such redemption by providing notice of such cancellation to
      Holder.

                


        

      

       

      
        
          	 
      	
                  a.

                	
                  This
      Note may be prepaid in whole or in part at any time without
      penalty.

                
	 
      	 
      	 
      
	 
      	
                  b.

                	
                  Any
      partial prepayment shall be applied to any principal Loan amount
      outstanding and shall not postpone the due date of any subsequent monthly
      installment or change the minimum amount of such monthly
      installment.

                
	 
      	 
      	 
      
	 
      	
                  c.

                	
                  The
      Holder may apply any and all amounts received by it for application to the
      Loan evidenced hereby in such order and manner as the Holder in its
      discretion may determine. The undersigned understands and agrees that if
      for any reason the undersigned fails to pay any amount due under this Note
      on or before the date when due, the Holder shall be entitled to damages
      for the detriment caused thereby, but that it is extremely difficult and
      impractical to ascertain the extent of such
  damages.

                


        

      

       

      
        
          	
                  6.

                	
                  Representations and Warranties
      of the Company. The Company represents and warrants to Holder as
      follows:

                


        

      

       

      
        
          
            	 
      	
                    a.

                  	
                    The
      execution and delivery by the Company of this Note (i) are within the
      Company’s corporate power and authority, and (ii) have been duly
      authorized by all necessary corporate action.  Further, the
      undersigned is a duly authorized representative of the Company and has
      been authorized by a resolution of the board of Directors of the Company
      to exercise any and all documents necessary to effectuate the transaction
      contemplated hereby.

                  


          

        

      

      


      
        
          
          

        

        
          -3-

          
            

          

        

        
          
          

        

      

      
        	 
      	
                b.

              	
                This
      Note is a legally binding obligation of the Company, enforceable against
      the Company in accordance with the terms hereof, except to the extent that
      (i) such enforceability is limited by bankruptcy, insolvency,
      reorganization, moratorium or other laws relating to or affecting
      generally the enforcement of creditors’ rights, and (ii) the availability
      of the remedy of specific performance or in injunctive or other equitable
      relief is subject to the discretion of the court before which any
      proceeding therefore may be
brought.

              


      

      


      
        
          	
                  7.

                	
                  Representations, Warranties and
      Covenants of Holder. Holder represents and warrants to the Company,
      and agrees, as follows:

                


        

      

        

      
        	 
      	
                a.

              	
                This
      Note and any Conversion Shares issuable upon conversion of this Note are
      being acquired by Holder for its own account for investment and not with a
      view to, or for sale in connection with, any distribution
      thereo.

              


      

        

      
        
          
            
              
                	 
      	
                        b.

                      	
                        Holder
      is an “accredited
      investor” within the meaning of Rule 501 under the Securities
      Act.

                      
	 
      	 
      	 
      
	 
      	
                        c.

                      	
                        Holder
      has sufficient knowledge and experience in financial and business matters
      and is capable of evaluating the risks and merits of Holder’s investment
      in the Company; Holder believes that Holder has received or had access to
      all information Holder considers necessary or appropriate to make an
      informed investment decision with respect to this Note; and Holder is able
      financially to bear the risk of losing Holder’s full investment in this
      Note.

                      
	 
      	 
      	 
      
	 
      	
                        d.

                      	
                        Holder
      understands that this Note and any Shares converted pursuant hereto have
      not been registered under the Securities Act or registered or qualified
      under any the securities laws of any state or other jurisdiction, are
      “restricted securities,”
      and cannot be resold or otherwise transferred unless they are registered
      under the Securities Act, and registered or qualified under any other
      applicable securities laws, or an exemption from such registration and
      qualification is available. Prior to any proposed transfer of this Note or
      any Shares, Holder shall, among other things, give written notice to the
      Company of its intention to effect such transfer, identifying the
      transferee and describing the manner of the proposed transfer and, if
      requested by the Company, accompanied by (i) investment representations by
      the transferee similar to those made by Holder in this Section 7 and (ii)
      an opinion of counsel satisfactory to the Company to the effect that the
      proposed transfer may be effected without registration under the
      Securities Act and without registration or qualification under applicable
      state or other securities laws. Each certificate for any Shares shall bear
      a legend to the foregoing effect.

                      
	 
      	 
      	 
      
	 
      	
                        e.

                      	
                        The
      Holder has read and reviewed the Company’s latest periodic and current
      report filings on the Securities and Exchange Commission’s EDGAR webpage
      at www.sec.gov,
      including the risk factors, results of operations and financial statements
      included
therein;

                      


              

            

          

        

      

      


      
        
          
            
              	
                      8.

                    	
                      Certain
      Waivers by the Company. 
      Except as expressly provided otherwise in this Note, the Company and every
      endorser or guarantor, if any, of this Note waive presentment, demand,
      notice, protest and all other demands and notices in connection with the
      delivery, acceptance, performance, default or enforcement of this Note,
      and assent to any extension or postponement of the time of payment or any
      other indulgence, to any substitution, exchange or release of collateral
      available to Holder, if any, and to the addition or release of any other
      party or person primarily or secondarily
liable.

                    


            

          

        

      

      


      
        
          
          

        

        
          -4-

          
            

          

        

        
          
          

        

      

      
        
          
            
              	
                      9.

                    	
                      Assignment
      by Holder.  If and
      whenever this Note shall be assigned and transferred, or negotiated,
      including transfers to substitute or successor trustees, the holder hereof
      shall be deemed the “Holder”
      for all purposes under this Note.

                    
	 
      	 
      
	
                      10.

                    	
                      Amendment.  This Note may not be changed
      orally, but only by an agreement in writing, signed by the party against
      whom enforcement of any waiver, change, modification or discharge is
      sought.

                    


            

          

        

      

       

      
        
          
            
              	
                      11.

                    	
                      Costs
      and Fees.  Anything
      else in this Note to the contrary notwithstanding, in any action arising
      out of this Agreement, the prevailing party shall be entitled to collect
      from the non-prevailing party all of its attorneys’ fees.  For
      the purposes of this Note, the party who receives or is awarded a
      substantial portion of the damages or claims sought in any proceeding
      shall be deemed the “prevailing”
      party and attorneys’ fees shall mean the reasonable fees charged by an
      attorney or a law firm for legal services and the services of any legal
      assistants, and costs of litigation, including, but not limited to, fees
      and costs at trial and appellate levels.

                    
	 
      	 
      
	
                      12.

                    	
                      Governing
      Law.  It is the
      intention of the parties hereto that the terms and provisions of this Note
      are to be construed in accordance with and governed by the laws of the
      State of Florida, except as such laws may be preempted by any federal law
      controlling the rate of interest which may be charged on account of this
      Note.

                    


            

          

        

      

        

      
        
          
            
              
                
                  	
                          13.

                        	
                          No
      Third Party Benefit.  The
      provisions and covenants set forth in this Agreement are made solely for
      the benefit of the parties to this Agreement and are not for the benefit
      of any other person, and no other person shall have any right to enforce
      these provisions and covenants against any party to this
      Agreement.

                        
	 
      	 
      
	
                          14.

                        	
                          Jurisdiction,
      Venue and Jury Trial Waiver.  The parties hereby consent and
      agree that, in any actions predicated upon this Note, venue is properly
      laid in Miami-Dade County, Florida and that the Circuit Court in and for
      Miami-Dade County, Florida, shall have full subject matter and personal
      jurisdiction over the parties to determine all issues arising out of or in
      connection with the execution and enforcement of this
  Note.

                        
	 
      	 
      
	
                          15.

                        	
                          Interpretation.  The
      term “Company”
      as used herein in every instance shall include the Company’s successors,
      legal representatives and assigns, including all subsequent grantees,
      either voluntarily by act of the Company or involuntarily by operation of
      law and shall denote the singular and/or plural and the masculine and/or
      feminine and natural and/or artificial persons, whenever and wherever the
      contexts so requires or properly applies.  The term “Holder”
      as used herein in every instance shall include the Holder’s successors,
      legal representatives and assigns, as well as all subsequent assignees,
      endorsees and holders of this Note, either voluntarily by act of the
      parties or involuntarily by operation of law.  Captions and
      paragraph headings in this Note are for convenience only and shall not
      affect its interpretation.

                        
	 
      	 
      
	
                          16.

                        	
                          WAIVER
      OF JURY TRIAL.  THE
      COMPANY AND HOLDER HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVE
      THE RIGHT EITHER MAY HAVE TO TRIAL BY JURY IN RESPECT TO ANY LITIGATION
      BASED HEREON, OR ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS NOTE AND
      ANY AGREEMENT CONTEMPLATED TO BE EXECUTED IN CONJUNCTION HEREWITH, OR ANY
      COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS, (WHETHER VERBAL OR
      WRITTEN) OR ACTIONS OF EITHER PARTY.  THE COMPANY ACKNOWLEDGES
      THAT THIS WAIVER OF JURY TRIAL IS A MATERIAL INDUCEMENT TO THE HOLDER IN
      EXTENDING CREDIT TO THE COMPANY, THAT THE HOLDER WOULD NOT HAVE EXTENDED
      SUCH CREDIT WITHOUT THIS JURY TRIAL WAIVER, AND THAT THE COMPANY HAS BEEN
      REPRESENTED BY AN ATTORNEY OR HAS HAD AN OPPORTUNITY TO CONSULT WITH AN
      ATTORNEY IN CONNECTION WITH THIS JURY TRIAL WAIVER AND UNDERSTANDS THE
      LEGAL EFFECT OF THIS
WAIVER.

                        


                

              

            

          

        

      

      


      
        
          
            
              	
                      17.

                    	
                      Copies and
      Signatures.  A copy
      of this Promissory Note signed by one party and faxed to another party
      shall be deemed to have been executed and delivered by the signing party
      as though an original.  A photocopy of this Promissory Note
      shall be effective as an original for all
  purposes.

                    


            

          

        

      

      


      
        
          
          

        

        
          -5-

          
            

          

        

        
          
          

        

      

      IN
WITNESS WHEREOF, the undersigned has caused this Convertible Promissory Note to
be executed and delivered by a duly authorized officer as of the date first
above written, to be effective as of the effective date set forth
above.

       

      
        
          
            	 
      	
                    ACIES CORPORATION, a
      Nevada Corporation

                  
	 
      	 
      
	 
      	 
      
	 
      	
                    By: /s/
      Oleg Firer

                  
	 
      	
                    Oleg
      Firer, President

                  


          

        

      

      


      Holder:

       

      Pinnacle
Three Corporation

      
By: /s/ Leon Goldstein

      Its:
President

      Printed
Name: Leon
Goldstein

      
        
          
          

        

        
          -6-

          
            

          

        

        
          
          

        

      

      EXHIBIT
A

      


      Conversion Election
Form

      


      


      


      November
19, 2009

      


      Acies
Corp.

      3363 NE
163rd Street,
Suite 705

      North
Miami Beach, FL  33160

      


      Re: 
Conversion of
Promissory Note

      


      Gentlemen:

      


      You are
hereby notified that, pursuant to, and upon the terms and conditions of that
certain 2nd Amended Convertible Promissory Note of Acies Corp. (the “Company”),
made in favor of Pinnacle Three
Corporation, in the principal amount of $172,653 (the “Note”),
held by us, we hereby elect to exercise our Conversion Option (as such term in
defined in the Note), in connection with $207,350 of the amount currently owed
under the Note (which amount includes the full and entire amount of the
principal balance and accrued and unpaid interest on the Note), effective as of
the date of this writing, and which conversion will in effect retire and
completely satisfy such Note, which amount will convert into 20,735,000 shares
of the Company’s restricted common stock (“Conversion”).

      


      I further
represent and warrant that I am authorized to act and bind the undersigned
entity, and that the Conversion has been duly approved by the undersigned
entity.

      


      Please
issue certificate(s) for the applicable shares of the Company’s common stock
issuable upon the Conversion, in the name of the person provided
below.

      


       

      Very
truly yours,

                                                                        

      /s/ Leon
Goldstein

      Leon
Goldstein

      President

      


      


      Please
issue certificate(s) for Common Stock as follows:

      


      Pinnacle Three
Corporation

      Name

      


      1445 Windjammer Way,
Hollywood, FL  33019

      Address

      


      ____________________________

      Social
Security No. of Shareholder

      


      


      


      
        
          
          

        

        
          -7-