EXCHANGE AGREEMENT
This
Exchange Agreement (this “Agreement”) is entered into by and among Tiger
Renewable Energy Limited, a Nevada corporation (the “Company”), and DT Crystal
Holdings Limited (the “Holder”), as the beneficiary of two Memorandum of Loan
Agreement issued by the Company on or about May 13, 2008 and on or about June
2,
2008 (the “Loans”).
AGREEMENT
NOW,
THEREFORE,
in
exchange for good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the Company and Holder hereby agree as follows:
1. Exchange
of the Loans.
The
Loans plus any and all accrued and unpaid interest as of the effective date
shall be exchange for Common Stock of the Company.
2. Exchange
Rate.
The
Exchange Rate is equal to the simple average of the selling price of the
Company’s Common Stock traded during the Fifteen (15) Business days prior to the
day of Closing minus a 7.5% discount (the “Exchange Price”).
3.
Closing.
The
consummation of the transactions contemplated by this Agreement (the “Closing”)
shall occur on or before June 20, 2008 or on any such other date as to which
the
parties mutually agree in writing.
4.
Effectiveness.
The
Agreement shall be effective as of the date of closing.
5.
Issuance
of Common Stock.
The
Company shall issue to Holder the number of shares representing the amount
of
principal, plus accrued but unpaid interest and other amounts owed at the
Exchange Price (the “Shares”) (see schedule 5).
6.
Miscellaneous.
(a)
Governing
Law.
This
Agreement shall be governed by and construed in accordance with the laws of
Canada and the Province of Quebec applicable to agreements made without regard
to principles of conflict of laws).
(b)
Counterparts;
Signatures by Facsimile.
This
Agreement may be executed in one or more counterparts, all of which shall be
considered one and the same agreement and shall become effective when
counterparts have been signed by each party and delivered to the other party.
This Agreement, once executed by a party, may be delivered to the other party
hereto by facsimile transmission of a copy of this Agreement bearing the
signature of the party so delivering this Agreement.
(c)
Headings.
The
headings of this Agreement are for convenience of reference and shall not form
part of, or affect the interpretation of, this Agreement.
(d)
Severability.
If any
provision of this Agreement shall be invalid or unenforceable in any
jurisdiction, such invalidity or unenforceability shall not affect the validity
or enforceability of the remainder of this Agreement or the validity or
enforceability of this Agreement in any other jurisdiction.
(e)
Entire
Agreement; Amendments.
This
Agreement and the instruments referenced herein contain the entire understanding
of the parties with respect to the matters covered herein and therein and,
except as specifically set forth herein or therein, neither the Company nor
Holder makes any representation, warranty, covenant or undertaking with respect
to such matters. No provision of this Agreement may be waived or amended other
than by an instrument in writing signed by the parties.
(f)
Notices.
Any
notices required or permitted to be given under the terms of this Agreement
shall be sent by certified or registered mail (return receipt requested) or
delivered personally or by courier (including a recognized overnight delivery
service) or by facsimile and shall be effective five days after being placed
in
the mail, if mailed by regular United States mail, or upon receipt, if delivered
personally or by courier (including a recognized overnight delivery service)
or
by facsimile, in each case addressed to a party. The addresses for such
communications shall be:
If
to the
Company:
Attention:
Mr. Xxxxx Xxxxx
Tiger
Renewable Energy Limited.
0000
Xxxxx-Xxxxxx Xxxxxxx, Xxxxx 000
Xxxxxx-Xxxxxx,
Xxxxxx, Xxxxxx X0X0X0
Email:
xxxxxxxx@xxxxx.xxx
Telephone:
000-000-0000
Fax:
000-000-0000
With
copy
to:
Xxxxxxxx
Lawyers
000-000
Xxxxx-Xxxx Xxxx
Xxxxxxxx
(Xxxxxx) X0X 0X0
Attention:
Xxxxxxxx X. Xxxxxxx, Esq.
Email:
xxxxxx@xxxxxxxx.xxx
Telephone:
000-000-0000
Fax:
000-000-0000
If
to
Holder: To the address set forth immediately below Holder’s name on the
signature pages hereto.
Each
party shall provide notice to the other party of any change in address.
(g)
Successors
and Assigns.
This
Agreement shall be binding upon and inure to the benefit of the parties and
their successors and assigns. Neither the Company nor Holder shall assign this
Agreement or any rights or obligations hereunder without the prior written
consent of the other.
(h)
Third
Party Beneficiaries.
This
Agreement is intended for the benefit of the parties hereto and their respective
permitted successors and assigns, and is not for the benefit of, nor may any
provision hereof be enforced by, any other person.
(i)
Further
Assurances.
Each
party shall do and perform, or cause to be done and performed, all such further
acts and things, and shall execute and deliver all such other agreements,
certificates, instruments and documents, as the other party may reasonably
request in order to carry out the intent and accomplish the purposes of this
Agreement and the consummation of the transactions contemplated hereby.
(j)
No
Strict Construction.
The
language used in this Agreement will be deemed to be the language chosen by
the
parties to express their mutual intent, and no rules of strict construction
will
be applied against any party.
(REMAINING
OF THE PAGE LEFT BLANK)
2
IN
WITNESS WHEREOF,
the
undersigned Holder and the Company have caused this Agreement to be duly
executed as of June 19, 2008.
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Tiger
Renewable Energy Limited
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By:
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/s/
Xxxxx Xxxxx
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Name:
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Xxxxx
Xxxxx
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Title:
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Chief
Executive Officer
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DT
Crystal Holdings Limited
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By:
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/s/
Xxxx Xxxx
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Name:
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Xxxx
Xxxx
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Title:
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For
Redcorn Consultants Limited
DT
Crystal Holdings Limited
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NOTICE
ADDRESS:
XX
Xxx
X-0000,
Xxxxxxxxx
Xxxxx,
0xx
Xxxxx,
Xxxxxxx and East Street
Nassau,
Bahamas
3
Schedule
5
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LOANS
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EXCHANGE
PRICE
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SHARES
ISSUED
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US$462,642.00
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US$0.60
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771,070
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4
