AFFILIATE STOCK PURCHASE AGREEMENT
THIS AFFILIATE STOCK PURCHASE
AGREEMENT (“Agreement”) is made
as of the 4th day of
June, 2009, by and between XXXXXXX ENERGY INTERNATIONAL INC.
(“Seller”) and LARA MAC INC. (“Purchaser”) with
respect to 5,000,000 shares of restricted common stock TIGER RENEWABLE ENERGY
LTD.
RECITALS
WHEREAS, the Seller is the
owner of 5,000,000 restricted
shares of common stock of TIGER RENEWABLE ENERGY LTD., a Nevada
corporation (the "Company");
and
WHEREAS, the Seller proposes
to sell to the Purchaser the 5,000,000 restricted shares of common stock of the
Company currently owned by the Seller (the “Purchased Shares”),
on the terms set forth herein.
NOW THEREFORE, In
consideration of the premises, representations, warranties and covenants
contained herein and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties agree as
follows:
1.
PURCHASE AND SALE AND
CLOSING
1.1 Purchase and
Sale. The Seller hereby agrees to sell, assign, transfer and
deliver to the Purchaser, and the Purchaser hereby agrees to purchase from the
Seller, the Purchased Shares in exchange for the Purchaser’s assumption of
liabilities and indebtedness set forth on Exhibit A hereto,
which shall be payable by the Company in due course.
1.2 Escrow. Prior
to the Closing and pursuant to the terms of Escrow (as defined herein), the
Seller shall deliver into the escrow of WUERSCH & XXXXXX LLP, (“Escrow Agent”) the
stock certificate representing the Shares (the “Certificate”) and a
duly executed stock power (the “Stock Power”)
providing for the transfer of the Shares to the Purchaser, in form acceptable to
the Purchaser.
1.3 Closing. The
closing (“Closing”) of the
transaction contemplated hereby will occur on, or, before the ____ day of
_____________, 2009 (the “Closing Date”) or
such other date as mutually agreed by the parties. At the Closing,
the Certificate and Stock Power shall immediately be released from Escrow to the
Purchaser who shall thereto legally possess all right, title and interest in the
Shares.
2.
REPRESENTATIONS
AND WARRANTIES OF THE SELLER
2.1
The Seller warrants, covenants and
represents to the Purchaser with the intention of inducing the Purchaser to
enter into this Agreement that:
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(a)
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the
Seller is the legal and beneficial owner of the Purchased Shares, and on
the Closing Date the Seller shall transfer to the Purchaser the Purchased
Shares free and clear of any lien, charge, mortgage, deeds of
trust, pledge, easement, encumbrance, or security interest encumbrances,
convertible rights, derivative rights, pre-emptive rights and contingent
rights, and the Purchaser shall at the Closing acquire from the Seller all
of the Seller’s right, title and interest in and to the Shares without
recourse by Seller or any third
party;
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(b)
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the
Shares represent the sole equity ownership interest in the Company owned
by the Seller; no other person has any right, title or interest in the
Shares, contingent or otherwise, or any option or other right to acquire
the Shares or claim any direct or indirect right or interest in the
Shares, or any other ownership or rights of any nature or kind in any
issued or unissued securities or equity interests of the
Company; The Shares are not the subject of any domestic consent
decree or domestic relations order; if the Shares are marital property,
the Seller has fully disclosed the existence of this Agreement to the
spouse of the Seller and obtained written consent for the sale of the
Shares;
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(c)
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the
Seller has the legal power and authority to execute and deliver this
Agreement and all other documents required to be executed and delivered by
the Seller hereunder and to consummate the transactions contemplated
hereby, the execution and delivery by the Seller of this Agreement and any
other document, instrument or agreement to be executed and delivered by
the Seller or the Company in connection herewith and the consummation by
the Seller and the Company of the transactions contemplated hereby and
thereby will not conflict with or violate any Laws binding upon or
affecting the Company issued by a governmental authority or Laws
applicable to the Seller or by which any of Seller’s properties or assets
are bound or are subject. “Laws” means any
and all federal, state, provincial, regional, local or foreign law
(including common law), statute, code, ordinance, rule, regulation or
other similar pronouncement binding upon or affecting the Company issued
by a governmental authority, including, without limitation, the Securities
Act and the Exchange Act, and the respective rules and regulations
promulgated thereunder.
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(d)
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the
Seller is, or has been during the past ninety (90) days, an officer,
director, 10% or greater shareholder or "affiliate" of the Company, as
that term is defined in Rule 144 promulgated under the United States
Securities Act of 1933, as amended (the "Securities
Act");
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(e)
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to
the best of the knowledge, information and belief of the Seller there are
no circumstances that may result in any material adverse effect to the
Company or the value of the Purchased Shares that are now in existence or
may hereafter arise;
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(f)
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as
of the Closing Date the Seller shall not be indebted to the Company and
the Company shall not be indebted to the
Seller;
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(g)
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the
Seller does not now, nor will it prior to or on the Closing Date, own,
either directly or indirectly, or exercise direction or control over any
common shares of the Company other than the Purchased
Shares;
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(h)
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the
authorized capital of the Company consists of 100,000,000 common shares,
par value $0.001, of which a total of 19,553,375 common shares have
been validly issued, are outstanding and are fully paid and
non-assessable;
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(i)
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no
person, firm or corporation has any right, agreement, warrant or option,
present or future, contingent or absolute, or any right capable of
becoming a right, agreement or option to require the Company to issue any
shares in its capital or to convert any securities of the Company or of
any other company into shares in the capital of the Company, except as set
forth in the Company’s most recent Annual Report on Form 10-K, as filed
with the Commission on May 18,
2009;
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(j)
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as
of the Closing, the liabilities of the Company whether accrued, contingent
or otherwise, shall only include those liabilities set forth on Exhibit A
hereto;
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(k)
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the
Company does not beneficially own, directly or indirectly, shares in any
other corporate entity;
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(l)
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the
Company has good and marketable title to all of its assets, and such
assets are free and clear of any financial encumbrances not disclosed in
the Financial Statements;
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(m)
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the
Company has filed all reports required to be filed by it under the
Securities Act and the United States Securities Exchange Act of 1934, as
amended (the “Exchange Act”),
including pursuant to Section 13(a) or 15(d) of the Exchange Act, (the
“SEC
Reports”) on a timely basis or has received a valid extension of
such time of filing and has filed any such SEC Reports prior to the
expiration of any such extension. As of their respective dates,
the SEC Reports complied in all material respects with the requirements of
the Securities Act and the Exchange Act and the rules and regulations of
the United States Securities and Exchange Commission (the “Commission”)
promulgated thereunder, and none of the SEC Reports, when filed, contained
any untrue statement of a material fact or omitted to state a material
fact required to be stated therein or necessary in order to make the
statements therein, in light of the circumstances under which they were
made, not misleading. The financial statements of the Company
included in the SEC Reports comply in all material respects with
applicable accounting requirements and the rules and regulations of the
Commission with respect thereto as in effect at the time of
filing;
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(n)
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the
Company is not a party to or bound by any agreement or understanding
granting registration or anti-dilution rights to any person with respect
to any of its equity or debt securities; no person has a right to purchase
or acquire or receive any equity or debt security of the
Company;
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(o)
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the
Company is in compliance with the applicable provisions of the
Xxxxxxxx-Xxxxx Act of 2002 and the rules and regulations promulgated
thereunder;
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(p)
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the
Seller agrees to execute and deliver such other documents and to perform
such other acts as shall be necessary to effectuate the purposes of this
Agreement;
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(q)
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to
the knowledge of Seller, there are no claims threatened against or
affecting the Company nor are there any actions, suits, judgments,
proceedings or investigations pending or, threatened against or affecting
the Company, at law or in equity, before or by any Court, administrative
agency or other tribunal or any governmental authority or any legal basis
for same, and no order, judgment, ruling, injunction, assessment, award,
decree or writ from any governmental authority and no any action,
arbitration, audit, hearing, investigation, litigation, or suit (whether
civil, criminal, administrative, investigative, or informal) commenced,
brought, conducted, or heard by or before, or otherwise involving, any
governmental authority or arbitrator of any kind whatsoever, at law or in
equity, pending or, to the Seller’s knowledge, threatened against the
Seller;
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(r)
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the
Company’s shares are DTC eligible;
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(s)
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neither
the Company nor any director, officer, agent, or employee of the Company,
or to Seller’s and the Company’s knowledge any other person associated
with or acting for or on behalf of the Company, has directly or indirectly
(a) made any contribution, gift, bribe, payoff, influence payment,
kickback, or other payment to any Person, private or public, regardless of
form, whether in money, property, or services (i) to obtain favourable
treatment in securing business, (ii) to pay for favourable treatment for
business secured, (iii) to obtain special concessions or for special
concessions already obtained, for or in respect of the Company, or (iv) in
violation of any Laws, or (b) established or maintained any fund or asset
that has not been recorded in the books and records of the
Company;
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(t)
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No
Person is or will become entitled, by reason of any agreement or
arrangement entered into or made by or on behalf of the Company, to
receive any commission, brokerage, finder’s fee or other similar
compensation in connection with the consummation of the transactions
contemplated by this Agreement;
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(u)
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There
are no pending or, to the Seller’s Knowledge, threatened, controversies,
grievances or claims by any employee or former employee of the Company
with respect to any such Person’s employment, termination of employment or
compensation and benefits that, if adversely decided, would be material to
the Company. All liabilities of the Company to any and all
current and former employees and any other persons in effect prior to the
Closing Date shall terminate at or prior to the Closing. As of
the Closing Date, the Company shall have no liabilities, contingent or
otherwise, with respect to any and all employees, former employees,
contractors or consultants.
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(v)
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The
Company is in compliance with all applicable Laws, and is in compliance
with all permits required to conduct its business prior to the Closing,
except where non-compliance would not materially or adversely affect the
Company; To the Seller’s Knowledge, there are no inquiries,
demands, complaints or investigations being conducted by any governmental
authority or any person with respect to the Company or with respect to the
Seller that could impair the Closing of this Agreement or impair the
unencumbered legal right, title and interest of the Purchaser in the
Shares after the Closing.
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3.
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REPRESENTATIONS AND
WARRANTIES OF THE PURCHASER
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3.1
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The
Purchaser represents and warrants to the Seller that the
Purchaser:
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(a)
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has
the legal power and authority to execute and deliver this Agreement and to
consummate the transactions hereby
contemplated;
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(b)
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understands
and agrees that offers and sales of any of the Purchased Shares prior to
the expiration of a period of one year after the date of completion of the
transfer of the Purchased Shares (the "Restricted
Period") as contemplated in this Agreement shall only be made in
compliance with the safe harbor provisions set forth in Rule 144, or
pursuant to the registration provisions of the Securities Act or pursuant
to an exemption therefrom, and that all offers and sales after the
Restricted Period shall be made only in compliance with the registration
provisions of the Securities Act or an exemption therefrom;
and
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(c)
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is
acquiring the Purchased Shares as principal for the Purchaser's own
account, for investment purposes only, and not with a view to, or for,
resale, distribution or fractionalisation thereof, in whole or in part,
and no other person has a direct or indirect beneficial interest in the
Purchased Shares;
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(d)
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Based
on the Purchaser’s Knowledge, experience and skill in evaluating and
investing in securities derived from actual participation in financial,
investment and business matters, the Purchaser is capable of evaluating
the merits and risks of an investment in the Shares and the suitability of
the Shares as an investment for the
Purchaser.
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(e)
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the
Purchaser is aware that no guarantees have been or can be made respecting
the future value, if any, of the Shares or the profitability or success of
the business of the Company.
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(f)
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the
Purchaser hereby acknowledges that it is acquainted with the requirements
of Section 16 and Section 13(d) of the Exchange Act and the Exchange Act
Rules. The Purchaser understands that, as a result of its
acquisition of Shares, and in order to comply with Section 16 and Section
13(d) and the Exchange Act Rules, the Purchaser shall file a Form 3 and
Schedule 13D and hereby agrees to make such
filing.
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3.2
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The
Purchaser agrees not to engage in hedging transactions with regard to the
Purchased Shares accept in compliance with the Securities
Act.
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3.3
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The
Purchase acknowledges that a Legend as follows will be placed on the
certificate representing the Shares to the effect that they have not been
registered under the Securities Act or applicable state securities laws
and appropriate notations thereof will be made in the Company’s stock
books; there can be no assurance that there will be any market for resale
of the Shares, nor can there be any assurance that such Shares will be
freely transferable at any time in the foreseeable
future:
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THE
SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES
SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") OR STATE SECURITIES
LAWS. THE HOLDER HEREOF, BY PURCHASING SUCH SECURITIES, AGREES FOR THE BENEFIT
OF THE ISSUER HEREOF THAT SUCH SECURITIES MAY BE OFFERED, SOLD OR OTHERWISE
TRANSFERRED ONLY PURSUANT TO EFFECTIVE REGISTRATION UNDER THE SECURITIES ACT OR
AN AVAILABLE EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT PROVIDED BY
RULE 144 THEREUNDER, OR PURSUANT TO ANOTHER EXEMPTION FROM REGISTRATION AFTER,
IN EACH CASE, PROVIDING A LEGAL OPINION OR OTHER EVIDENCE SATISFACTORY TO THE
ISSUER IN ITS SOLE DISCRETION.
4.
Conditions to
Closing
4.1
Deliveries into Escrow and Company
Actions.
(a) The
Seller shall deliver into escrow with the Escrow Agent (i) the duly authorized
and written executed resolutions of the Board of Directors regarding the
appointment of the nominees for new officers and directors of the Company as
provided on Exhibit B, which in the case of the officers shall be effective
immediately and the appointment of the new Board members shall be effective
following ten (10) calendar days from the date of filing with the U.S.
Securities and Exchange Commission of an Information Statement on Schedule 14f-1
by the Company (as the same may be amended prior to the expiration of such ten
(10) day period, and which amendment thereof shall extend the ten (10) day
period therefrom); and (ii) the duly executed written resignations, to be
effective at the completion of the period required for public notice following
the filing of Information Statement on Schedule 14f-1, of each director of the
Company serving immediately prior to execution of this Agreement, and no other
directors or officers shall have been appointed or elected to serve the Company
after the execution of this Agreement by the Seller except as otherwise
expressly provided herein.
(b) The
Seller shall promptly deliver to Escrow Agent physical possessions of all
original minute books, corporate seals and stock records of the Company and all
other books and records, permits, policies, XXXXX xxxxx codes and the Governing
Instruments of the Company;
(c) The
Seller covenants and agrees that from the date hereof to the Closing Date, it
shall cause the Company to undertake the following:
(i) The
Board of Directors will adopt resolutions authorizing and approving this
Agreement and the entry into a Strategic Alliance & License Agreement with
Cono Italiano Inc. in consideration for the issuance of 9,309,442 restricted
shares of Company common stock to Cono Italiano Inc. or its
assigns;
(ii) The
Company maintain the books, accounts and records of the Company in the usual,
regular and ordinary manner and consistent with past practice;
(iii) The
Board and the officers will not encumber the Company with liabilities or
Liens;
(iv) The
Board and the officers will not amend, adversely modify or terminate any
contract except as otherwise necessary to comply with this
Agreement;
(v) not
take any action that might reasonably be expected to adversely affect the
ability of either party to execute, deliver or perform this Agreement. The
Seller, the Company and the Purchaser will use their respective best efforts (A)
to obtain all necessary consents and approvals of governmental and regulatory
authorities to the consummation of the transactions contemplated by this
Agreement, (B) to obtain all other waivers and/or consents necessary or
advisable in connection with the transactions contemplated by this Agreement,
and (C) to perform, comply with and fulfill all obligations, covenants and
conditions required by this Agreement to be performed, complied with and
fulfilled by them prior to or at the Closing Date. All transactional
matters, corporate ministerial actions, regulatory filings or consent payments
prior to Closing shall be at the Seller’s sole cost and expense;
(d) Prior
to Closing, the Company shall, and the Seller shall cause the Company to, fully,
faithfully and promptly discharge its ordinary course regulatory compliance
obligations as and when due;
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(e) The
Seller hereby agrees that it shall, and shall cause the Company, not to take any
action to liquidate or dissolve or otherwise reclassify its corporate identity,
and shall promptly notify the Purchaser if any third party attempts or executes
any action which interferes with the consummation of the transactions
contemplated by this Agreement.
(f) Prior
to Closing, the Company shall, and the Seller shall cause the Company to, not
make or declare any distributions or dividends payable to
stockholders. At the closing The Company shall not have any declared
and unpaid dividends or distributions owing to stockholders.
(g) Subject
to the effective period for notice pursuant to filing of Schedule 14f-1,
immediately prior to the Closing, the Board of Directors serving as of the date
of this Agreement shall cause the effectiveness of the appointment to the Board
of Directors of the Persons set forth on Exhibit B.
(h) Each
director of the Company serving as of the date immediately prior to the
execution of this Agreement shall resign upon the effectiveness of ten (10)
calendar days elapsed following the filing with the U.S. Securities and Exchange
Commission of an Information Statement on Schedule 14f-1 (as the same may be
amended prior to the expiration of such ten (10) day period, and which amendment
thereof shall extend the ten (10) day period therefrom). Following
the execution of this Agreement and through the date of effectiveness of such
prior director resignations, no other directors shall be appointed or elected to
serve the Company except as otherwise expressly provided
herein. Following execution of this Agreement by the Seller, no other
officers of the Company and no powers of attorney to act on behalf of the
Company shall be appointed by the Board of Directors except as otherwise
expressly provided herein.
(i) Prior
to the Closing, the Seller and the Company agree to permit the Purchaser and its
employees, agents and representatives to have reasonable access to the
properties, assets, books and records, contracts and other documents, on
reasonable prior notice, during regular business hours.
(j) Prior
to the Closing, neither the Seller or the Company, on the one hand, nor the
Purchaser, on the other hand, nor any of their agents or affiliates, shall
either directly or indirectly make any press release or other public
communication after the date hereof with respect to the transaction contemplated
hereby without the prior written consent of all other parties hereto (which
shall not be unreasonably withheld) unless required by applicable Laws, rule or
regulation (including the rules and regulations of the SEC and any securities
quotation system or securities exchange) to make such a
communication.
4.2 Escrow
Agent.
(a) The
Seller and the Purchaser acknowledge that pursuant to this Agreement the Seller
is conveying legal title of the Shares to the Purchaser at the
Closing. To facilitate efficiency at Closing the parties hereby
appoint Escrow Agent to serve as escrow agent and hold the Seller Escrow (as
defined below). Prior to the Closing: (i) the Seller shall deliver to
the Escrow Agent the Certificate, the Stock Power and all other materials
required to be delivered by Seller to the Purchaser at the Closing pursuant to
the terms and conditions set forth in this Agreement (the “Seller Escrow”). The
Seller Escrow shall be held and released at Closing by the Escrow Agent upon
satisfaction of all terms and conditions in accordance with the terms and
conditions of this Agreement (the “Escrow”). The
Escrow Agent is expressly authorized by the parties to rely upon all
representations, warranties, covenants and other provisions of this
Agreement.
(b) At
the Closing, upon satisfaction or waiver of all conditions precedent set forth
in this Agreement, the Escrow Agent shall deliver the Certificate, Stock Power
and an instruction letter to the Company’s transfer agent for re-issuance of
such securities on a new certificate in the name of Purchaser as holder of
record of said securities.
(c) In
the event of any controversy between the parties hereto or any third person with
respect to the escrow services provided by the Escrow Agent, the Escrow Agent,
at its sole discretion, shall not be required to make any determinations or take
any action. If there is any dispute as to whom the Escrow Agent is to
deliver their respective escrow, then, the Escrow Agent may, at its sole
discretion, hold the respective Seller Escrow until such party’s rights are
finally determined in a judicial forum or proceeding having competent
jurisdiction over the parties. Notwithstanding anything to the
contrary herein, the Escrow Agent may elect to deposit the Seller Escrow into
any court of competent jurisdiction for resolution of any
controversy.
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(d) The
Escrow Agent’s duties are limited to those set forth in this
Agreement. Except in the case of wilful misconduct or gross
negligence, each of the Seller and the Purchaser agree to jointly and severally
indemnify and hold harmless the Escrow Agent with respect to any and all
services rendered hereunder, including, without limitation, all fees, costs,
expenses and disbursements of counsel incurred in enforcing the rights of the
Escrow Agent with respect to this Agreement and in defending any action against
the Escrow Agent related to this Agreement, in each case irrespective of the
outcome of such action thereto. The Seller and the Purchaser
expressly exculpate the Escrow Agent and or Escrow Agent for any and all actions
taken, or omitted to be taken, in good faith reliance upon this Agreement and
the transactions contemplated hereunder.
(e) All
proceedings to be taken and all documents to be executed and delivered by all
parties at the Closing shall be deemed taken and executed simultaneously, and no
proceedings shall be deemed taken nor any documents executed or delivered until
all such actions have been taken, executed and delivered. The parties
agree that the Closing shall be deemed to occur and effective upon confirmation
by Escrow Agent of release from Escrow of all Closing deliveries. At
the Closing, each party shall be deemed to duly deliver this Agreement to the
other party effective upon release from Escrow.
4.3 Release
and Post Closing Undertakings
(a) Release. At
Closing, Seller in its own capacity and on behalf of Seller’s past, present and
future Affiliates, legal representatives, heirs, beneficiaries and assigns
(“Seller Related
Persons”) hereby releases and forever discharges the Company and each of
its past, present and future Affiliates, stockholders, members, successors and
assigns and their respective officers, directors and employees (each, a “Releasee” and
collectively, “Releasees”), from any
and all claims, demands, proceedings, causes of action, (including rights of
contribution, if any, court orders, obligations, contracts and agreements
(express or implied), debts or liabilities under or related to the Shares, the
Company or its predecessors in interest, including any liability or obligation
arising under or pursuant to any stockholder agreement, indemnity agreements,
employment agreement or other compensation agreement, accrued and unpaid
compensation or any claim for indemnification pursuant to the Governing
Instruments of the Company, in each case, whether known or unknown, suspected or
unsuspected, both at Law and in equity, which the Seller or any of the Seller
Related Persons now has, has ever had or hereafter has against the Releasees.
Notwithstanding anything in this Agreement to the contrary, the Seller agrees
that, should he become liable for indemnification to any Purchaser Indemnitee
pursuant to this Agreement, the Company shall not have any liability to the
Seller for reimbursement, indemnification, subrogation or otherwise as a result
of such breach. The Seller shall not have any right, whether by way of
indemnification, contribution or otherwise, to reimbursement from the Purchaser
or any of its Affiliates (including the Company) for any indemnification
payments made by Seller.
(b) Post-Closing
Undertakings. The Seller hereby agrees to promptly take such actions
as the Escrow Agent may reasonably request to effectuate the matters set forth
in this Agreement.
(c) Post-Closing
Sec Reports. Except for any Form 3, 4 or 5 to be filed on behalf of
the Seller, the Purchaser hereby agrees that it shall file any and all necessary
SEC Reports, including but not limited to any Schedule 13D, Schedule 14F1, 8-K
or any other SEC Report.
7.
Indemnification
From and after the Closing, the Seller
shall indemnify the Purchaser and its respective directors, officers, employees,
Affiliates, stockholders, agents, attorneys, representatives, successors and
permitted assigns (collectively, the “Purchaser
Indemnitees”), against and hold the Purchaser Indemnitees harmless
from:
(a) any
Losses based upon, resulting from, arising out of, caused by or in connection
with, any inaccuracy in, or breach of, any of the representations and warranties
of Seller in this Agreement;
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(b) any
Losses based upon, resulting from, arising out of, caused by or in connection
with any breach or non-performance of any covenant, agreement or obligation of
the Seller or, prior to Closing, the Company in this Agreement;
(c) any
Losses based on, resulting from, arising out of, caused by or in connection with
(and notwithstanding any disclosure contained herein or otherwise known to the
Purchaser Indemnitees);
(d) any
and all Losses which Purchaser shall incur or suffer as a result of any act
or omission of Seller or Seller’s agents in connection with the breach of any
Laws prior to the Closing Date; or
(e) any
Losses based upon, resulting from, arising out of, caused by or in connection
with any failure of the Seller to comply with the provisions for indemnification
herein.
The
indemnification under this Agreement shall remain in effect for the applicable
statute of limitations with respect to any and all covered matters arising
during the one year period from the date hereof.
5. POST-CLOSING SEC
REPORTS
5.1 Except
for any Form 3, 4, 5 or Schedule 13D to be filed on behalf of the Seller, the
Purchaser hereby agrees that it shall file any and all necessary SEC Reports,
including but not limited to any Form 8-K or any other SEC Report.
6.
MISCELLANEOUS
6.1 The
parties hereto acknowledge that they have obtained independent legal advice with
respect to this Agreement and acknowledge that they fully understand the
provisions of this Agreement.
6.2 Unless
otherwise provided, all dollar amounts referred to in this Agreement are in
United States dollars.
6.3 There
are no representations, warranties, collateral agreements, or conditions
concerning the subject matter of this Agreement except as herein
specified.
6.4 This
Agreement will be governed by and construed in accordance with the laws of the
State of New York. The parties hereby attorn to the jurisdiction of the courts
in New York, New York with respect to any legal proceedings arising from this
Agreement.
6.5 The
representations and warranties of the parties contained in this Agreement shall
survive the closing of the purchase and sale of the Purchased Shares and shall
continue in full force and effect for a period of one year.
6.7 This
Agreement may be executed in several counterparts, each of which will be deemed
to be an original and all of which will together constitute one and the same
instrument.
6.8 Delivery
of an executed copy of this Agreement by electronic facsimile transmission or
other means of electronic communication capable of producing a printed copy will
be deemed to be execution and delivery of this Agreement as of the date set
forth on page one of this Agreement.
6.9 All
notices, requests, consents and other communications under this Agreement shall
be in writing and shall be deemed delivered (a) three business days after being
sent by registered or certified mail, return receipt requested, postage prepaid
or (b) one business day after being sent via overnight courier service
guaranteeing next business day delivery, in each case to the intended recipient
as set forth on the signature page hereto. Any party may on a
supplemental basis give any notice, request, consent or other communication
under this Agreement using any other means (including, without limitation,
personal delivery, messenger service, telecopy, first class mail or electronic
mail). Any party may change the address to which notices, requests,
consents or other communications hereunder are to be delivered by giving the
other parties notice in the manner set forth in this Section.
Page 8 of
10
7.0 STOCK
POWER
The
undersigned, XXXXXXX ENERGY
INTERNATIONAL INC., stockholder of record of TIGER RENEWABLE ENERGY LTD.,
by the hand of its duly authorized undersigned officer, hereby assigns and
transfers title unto the Purchaser the 5,000,000 shares of restricted common
stock, as represented by the stock certificate of Seller, at such time as all
terms and conditions in this Agreement are satisfied or waived, as evidenced
upon delivery to the Company’s Transfer Agent by the Escrow Agent, and the
Seller does hereby irrevocably constitute and appoint the law firm of Wuersch
& Xxxxxx LLP as Escrow Agent to cause the transfer of title of said shares
of Common Stock on the books of the within named Company, with full power of
substitution in the premises, effective as of the date of delivery to the
Transfer Agent. This provision shall be deemed to serve as a Stock
Power and shall have the same full power, force and effect as a separate Stock
Power instrument, which may be fully relied upon by the Company, the Escrow
Agent and the Company’s Transfer Agent to the same and full extent as a
separately fully endorsed Stock Power with express waiver of Medallion Signature
Guarantee by the Seller and the Company.
IN
WITNESS WHEREOF, Each of the parties hereto has executed this Agreement to be
effective as of the day and year first above written.
|
SELLER:
|
||
|
XXXXXXX
ENERGY INTERNATIONAL INC.
|
||
|
/s/ Xxxxx Xxxxxxxxxx
|
||
|
Name:
|
Xxxxx
Xxxxxxxxxx
|
|
|
Title:
|
President
|
|
|
PURCHASER:
|
||
|
/s/ Xxxxxxxx Xxxxx
|
||
|
Name:
|
Xxxxxxxx
Xxxxx
|
|
|
Title:
|
Chief
Executive Officer
|
|
Page 9 of
10
Affiliate
Stock Purchase Agreement
EXHIBIT
A
Liabilities
and Indebtedness of Tiger Renewable Energy Ltd.
[Attached]
EXHIBIT
B
Nominees
for Appointments as New Officers and Directors of the Company
|
|
1.
|
Xxxxx
Xxxxx, Chief Executive Officer and
Director
|
|
|
2.
|
Xxxx
X. Xxxxxxxx, Chief Financial Officer and
Director
|
|
|
3.
|
Xxxxxx
Xxxxxxxx, President and Chief Operating Officer and
director
|
|
|
4.
|
Xxxxx
Xxxxxx, Secretary and Director
|
|
|
5.
|
Xxxxx
Xxxxx, Director
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Page 10
of 10
