ex10-1.htm


    Exhibit
10.1

     

     

     

     

    THIS
CONVERTIBLE PROMISSORY NOTE AND THE SECURITIES THAT MAY BE ACQUIRED PURSUANT TO
THIS CONVERTIBLE PROMISSORY NOTE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES
ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR UNDER THE SECURITIES LAWS OF
ANY STATE OR OTHER JURISDICTION.  THIS CONVERTIBLE PROMISSORY NOTE AND SUCH
OTHER SECURITIES MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, HYPOTHECATED OR
OTHERWISE DISPOSED OF IN THE ABSENCE OF A REGISTRATION STATEMENT AND LISTING
APPLICATION IN EFFECT WITH RESPECT TO THIS CONVERTIBLE PROMISSORY NOTE OR SUCH
OTHER SECURITIES UNDER THE SECURITIES ACT AND ANY OTHER APPLICABLE SECURITIES
LAW, OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION
AND LISTING NOT REQUIRED PURSUANT TO A VALID EXEMPTION THEREFROM UNDER THE
SECURITIES ACT AND THE APPLICABLE SECURITIES LAW OF ANY STATE OR OTHER
JURISDICTION.

     

    CONVERTIBLE
PROMISSORY NOTE

     

    
      	
              $450,000.00

            	
                            June
      3, 2008 

            


    

     

    FOR VALUE
RECEIVED, ACIES Corporation, a Nevada Corporation (the “Company”), having an
address of 14 Wall Street, Suite 1620, New York, NY  1005, 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  33160, or
such other place as may be designated by Holder to the Company in writing, the
aggregate principal amount of Four Hundred Fifty Thousand Dollars ($450,000.00),
together with interest on the unpaid principal amount hereof, upon the terms and
conditions hereinafter set forth.

     

    
      	
              1.

            	
              Loan
      Amount.  Upon execution of this Note, Holder shall
      provide the Company with a loan of Four Hundred Fifty Thousand Dollars
      ($450,000.00) (hereinafter referred
      to as the “Loan” or the “Principal”).

            
	 
      	 
      	 
      
	
              2.

            	
              Payment
      Terms.  The Company promises to pay to Holder the
      balance of Principal, together with accrued and unpaid interest, on
      November 23, 2010 (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 eight percent (8%) 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.

              

            


    

     

     

     

     

     

     

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

     

     

     

     

    
      	 
      	 
      	 
      
	
              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
      that number of shares of common stock (the “Shares”) of the
      Company  (the “Conversion
      Option”) at price of $.02 per common share; or

            
	 
      	 
      	 
      
	 
      	
              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 (“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.

            
	 
      	 
      	 
      
	 
      	
              g.

            	
              Anti-Dilution
      Protection. In the event of subsequent sales of, or rights
      to acquire, Common Stock of the Company, the Shares received pursuant to
      Holder’s exercise of the Conversion Option shall be subject to a customary
      anti-dilution adjustment to retain the ownership percentage
      afforded by the Conversion.  Under the terms and conditions of
      this Paragraph Four (4) subsection (g), the Company expressly warrants and
      represents that the Shares issued to Holder hereunder will not be affected
      in any manner by a reverse stock split of any issued Company shares and
      such representation is a material inducement to Holder executing this Note
      with Company.

            


    

     

     

     

     

     

     

     

    
      
        
        

      

      
        -2-

        
          

        

      

      
        
        

      

    

     

     

     

     

    
      	 
      	 
      	 
      
	
              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
      (a copy of which is attached hereto as Exhibit A) 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.

            


    

    
      	 
      	 
      	 
      
	
              7.

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

            


    

     

     

     

     

     

     

     

     

    
      
        
        

      

      
        -3-

        
          

        

      

      
        
        

      

    

     

     

     

     

     

    
      	
               

            	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.

            


    

    
      	 
      	 
      
	
              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.

            


    

     

     

     

     

     

     

     

     

    
      
        
        

      

      
        -4-

        
          

        

      

      
        
        

      

    

     

     

     

     

     

     

    
      	 
      	 
      
	
              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.

            


    

    


    


    
      	
              SIGNATURE PAGE TO FOLLOW
      -

            


    

     

     

     

     

     

     

     

     

    
      
        
        

      

      
        -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.

     

    
      
        	 
      	
                ACIES CORPORATION, a
      Nevada Corporation

              
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	
                By:
      /s/ Oleg Firer

              	 
      
	 
      	
                Oleg
      Firer, President

              	 
      


      

      
        	
                STATE
      OF FLORIDA

              	}
	 
      	 
      
	
                COUNTY
      OF MIAMI-DADE

              	}
      ss:


      

    

     

    The
foregoing promissory note was executed and acknowledged before me on June 5,
2008, by Oleg Firer, as President for ACIES Corporation, who ___ is known to me,
or ______ produced proof of his identity in the form of Florida
D.L.

    


    


    
      	 
      	 
      
	 
      	
              Notary
      Public, State of Florida

            
	 	/s/
      Adrian E. Rentas
	 
      	
              Notary’s
      name printed:

            
	 	Adrian
      E. Rentas
	 	#787760


    

    


    


    


     

     

     

    
 

    
      
        
        

      

      
        -6-