ex10-25.htm


    Exhibit
10.25

     

    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

     

    
      	
              $5,647

            	
              November
      19, 2009 to be Effective July 10,
2009 

            


    

     

    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,
Florida  33019, or such other place as may be designated by Holder to
the Company in writing, the aggregate principal amount of Five Thousand Six
Hundred Forty-Seven Dollars ($5,647), 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 Five Thousand Six Hundred Forty-Seven
      Dollars ($5,647), from the Holder to the Company during the period from
      September 24, 2008 to the effective date of this Note (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 July
      10, 2009.  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 from the Effective Date until
      paid in full.  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;

                    
	 
      	 
      	 
      
	 
      	
                      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;

                    


               

              
                
                  
                  

                

                
                  -2-

                  
                    

                  

                

                
                  
                  

                

              

              
                	 
      	
                        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.

              
	 
      	 
      	 
      
	 
      	
                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.

              


      

    

    


    
      
        
        

      

      
        -3-

        
          

        

      

      
        
        

      

    

    
      	
              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
      thereof.

                
	 
      	 
      	 
      
	 
      	
                  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.

                  
	 
      	 
      
	
                    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.

                


        

      

    

      

    
      
        
        

      

      
        -4-

        
          

        

      

      
        
        

      

    

    
      
        
          	
                  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.

                


        

      

    

    


    


    
      	
              SIGNATURE
      PAGE TO FOLLOW

            


    

     

     

    
      
        
        

      

      
        -5-

        
          

        

      

      
        
        

      

    

    IN
WITNESS WHEREOF, the undersigned have caused this Convertible Promissory Note to
be executed and delivered by duly authorized officers 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 $5,647 (the “Note”),
held by us, we hereby elect to exercise our Conversion Option (as such term in
defined in the Note), in connection with $5,695 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  569,500
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, Florida  33019

    Address

    


    ______________________________________________

    Social
Security No. of Shareholder

    


    


    


    
      
        
        

      

      
        -7-