EXHIBIT 10.24
GENERAL SECURITY AGREEMENT
This General Security Agreement
(this "Agreement"), dated as of September 30, 2008 is entered into by and
between Aurelio Resource Corporation, a Nevada corporation ("Obligor"), and
Telifonda (Cayman) Ltd. ("Telifonda").
RECITALS
On the date of this Agreement, Obligor and Telifonda are entering into that
certain Bridge Loan Agreement (the "Loan Agreement") pursuant to which Telifonda
has agreed to loan to Obligor certain amounts, subject to the terms and
conditions set forth in the Loan Agreement.
It is a condition precedent to Telifonda's making such loans to Obligor that the
parties hereto shall have entered into this Agreement.
AGREEMENT
In consideration of the foregoing premises, and for other good and valuable
consideration, the receipt and adequacy of which are hereby acknowledged,
Obligor and Telifonda hereby agree as follows:
Security Interest
.
To secure the payment and performance of all of the Obligations (as hereinafter
defined), Obligor hereby pledges, assigns and grants to Telifonda a continuing
security interest in, the Collateral (as hereinafter defined).
(i) "Collateral" shall mean and include any and all assets of Obligor, both
those now existing and those that shall hereafter arise or be acquired,
including but not limited to (A) all property listed in Annex A hereto, (B) if
such property includes any instruments, all Instrument Collateral, (C) the
proceeds, products and accessions thereof and thereto and (D) all replacements
and substitutions therefor.
(ii) "Obligations" shall mean all indebtedness, liabilities, obligations,
covenants and duties of Obligor to Telifonda under (i) the Bridge Loan
Agreement, of even date herewith, by and between Obligor and Telifonda and
(ii) the Bridge Loan Note, of even date herewith, made by Obligor in favor of
Telifonda.
(iii) The term "Instrument Collateral" and certain other terms used herein are
defined in Section 13 hereof.
Rank and Perfection of Security Interest
.
Obligor will not grant or permit to exist, nor shall there exist, any security
interest in, lien, attachment, levy or encumbrance upon, or assignment or pledge
as security of, any of the Collateral, except the security interest of and
assignment and pledge to Telifonda hereunder and Permitted Liens.
(i) Obligor will take all action reasonably requested by Telifonda, or which may
be reasonably necessary or desirable, to perfect, continue, evidence, preserve,
protect or validate the security interest of and assignment and pledge to
Telifonda hereunder or to enable Telifonda to exercise and enforce its rights
hereunder, including, but not limited to, (A) executing and delivering one or
more notices, statements, agreements or other writings, and (B) delivering to
Telifonda, and stamping or otherwise marking, in such manner as Telifonda may
specify, any and all chattel paper, instruments, letters and advices of credit
and documents constituting part of the Collateral, in each case endorsed or
accompanied by such instruments of assignment as Telifonda may specify.
(ii) Obligor hereby authorizes Telifonda, at its option but without any
obligation so to do, to file financing and continuation statements and
amendments to financing statements, naming Obligor as debtor, with respect to