EXHIBIT
10.23
THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF
1933, AS AMENDED, OR UNDER ANY STATE BLUE SKY LAWS AND MAY NOT BE
SOLD, OFFERED FOR SALE, TRANSFERRED OR OTHERWISE DISPOSED OF IN THE
ABSENCE OF SUCH REGISTRATION UNDER SAID ACT AND COMPLIANCE WITH THE
REQUIREMENTS OF ANY APPLICABLE BLUE SKY LAWS OR AN EXEMPTION
THEREFROM.
BRIDGE LOAN
NOTE
$2,000,000 September
30, 2008
FOR VALUE RECEIVED, Aurelio Resource Corporation , a
Nevada corporation (the " Company "), promises to pay
to the order of Telifonda (Cayman) Ltd. , a Cayman Island
corporation (together with its successors, the "
Holder "), the principal amount of Two Million and
00/100 Dollars ($2,000,000) on the Maturity Date (or, if such day
is not a business day, on the next succeeding business day). This
Note shall bear no interest. Except as provided in Section 6
below, all unpaid principal, together with other amounts payable
hereunder shall be due and payable on the earliest to occur of
(i) the date the Transaction is consummated,
(ii) December 30, 2009 if (A) the Stock Purchase
Agreement is terminated by the Company pursuant to
Section 10(a)(iii) of the Stock Purchase Agreement
(B) the Security Agreement is terminated pursuant to
Section 10(c) of the Security Agreement or (C) if neither
party is in breach of the Stock Purchase Agreement but the
transactions contemplated by the Stock Purchase Agreement are not
consummated on or before December 30, 2008, as that date may
be extended in accordance with the terms of the Stock Purchase
Agreement, or (iii) December 30, 2008, if the Stock
Purchase Agreement is terminated by the Lender pursuant to
Section 10(a)(ii), as such date may be extended also in
accordance with the terms of the Stock Purchase Agreement (such
earliest date, the " Maturity Date ").
This Note is issued to the Holder pursuant to terms of that
certain Bridge Loan Agreement, dated as of September 30, 2008 (as
amended or modified, the "Bridge Loan Agreement"), between the
Company and the Holder.
The following is a statement of the rights of the Holder and the
conditions to which this Note is subject, and to which the Holder
hereof, by the acceptance of this Note, agrees:
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Definitions . Capitalized terms used and not otherwise
defined herein shall have the meanings ascribed to such terms in
the Bridge Loan Agreement. As used in this Note, the following
capitalized terms have the following meanings:
" Business Day " shall mean any
day other than a day on which commercial banks in New York are
authorized or required by law to close.
" Common Stock " shall mean
shares of the Company's common stock, par value $.001 per
share.
" Obligations " shall mean all
principal and other amounts due hereunder.
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Events of Default . The occurrence of any of the following
shall constitute a "Default" under this Note:
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Failure to Pay . The Company shall fail to pay (i) when
due any principal payment on the due date hereunder or
(ii) any other payment required under the terms of this Note
on the date due and any such payment shall not have been made
within three (3) Business Days after the Company's receipt of
Holder's written notice to the Company of such failure to pay;
or
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Voluntary Bankruptcy or Insolvency Proceedings . The Company
shall (i) prepare to apply for, apply for or consent to the
appointment of a receiver, trustee, liquidator or custodian of
itself or of all or a substantial part of its property,
(ii) be unable, or admit in writing its inability, to pay its
debts generally as they mature, (iii) prepare to make or make
a general assignment for the benefit of its or any of its
creditors, (iv) prepare to be, or be dissolved or liquidated
in full or in part, (v) become insolvent (as such term may be
defined or interpreted under any applicable statute),
(vi) prepare to commence or commence a voluntary case or other
proceeding seeking liquidation, reorganization or other relief with
respect to itself or its debts under any bankruptcy, insolvency or
other similar law now or hereafter in effect or consent to any such
relief or to the appointment of or taking possession of its
property by any official in an involuntary case or other proceeding
commenced against it, or (vii) take any action for the purpose
of effecting any of the foregoing; or
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Involuntary Bankruptcy or Insolvency Proceedings .
Proceedings for the appointment of a receiver, trustee, liquidator
or custodian of the Company or of all or a substantial part of the
property thereof, or an involuntary case or other proceedings
seeking liquidation, reorganization or other relief with respect to
the Company or the