EXCHANGE AGREEMENT
This Exchange Agreement (this
“Agreement”) is entered into by and among Tiger Renewable Energy Limited, a
Nevada corporation (the “Company”), and Buck Master Overseas S.A. (the “Holder”), as the beneficiary of
a claim against Tiger Renewable Energy Ltd. in the amount of
39,768.82CAD, as of July 1st,
2008 (the
“Claim”).
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 Claim. The amount of Claim as of the July 1, 2008 date shall be
exchange for registered shares of the Company’s Common Stock.
2. Exchange
Rate. The Exchange Rate is equal to proposed maximum offering purchase
price per share provided in the Registration Statement Form S-1/A, amendment
No.2 effective as of July 29, 2008 (the “Exchange Price”).
3. Closing.
The consummation of the transactions contemplated by this Agreement (the
“Closing”) shall occur on or before August 15, 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
equal to amount of Claim in American currency (exchange rate as of July 1, 2008
is 1.0222), the amount being 38,905 USD (the “Shares”) (see schedule
5).
6. Miscellaneous.
(a) 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.
(b) Headings. The headings of this
Agreement are for convenience of reference and shall not form part of, or affect
the interpretation of, this Agreement.
(c) 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.
(d) 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.
(e) 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:
Xxxxxxx
Xxxxxxx, XXX
0000-000
Xxxx-Xxxxxxxx West
Montreal
(Quebec) H3B 1X9
Attention:
Xxxxxx Xxxxxxxx, Esq.
Email:
xxxxxxxxx@xxxxxxxxxxxxxx.xxx
Telephone:
000-000-0000
Fax:
000-000-0000
If to
Holder: Xxxx 00xx Xxxxxx,
Xxxxxxxx, Xxxxx Xxxx Xxxxxxxx, 0xx Xxxxx,
Xxxxxx Xxxx, Xxxxxxxx of Panama
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)
1
IN WITNESS WHEREOF, the
undersigned Holder and the Company have caused this Agreement to be duly
executed as of August 14, 2008.
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Tiger
Renewable Energy Limited
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/s/
Xxxxx Xxxxx
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Name:
Xxxxx Xxxxx
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Title:
Chief
Executive Officer
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Buck
Master Overseas S.A.
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/s/
Xxxxxxxx X. Xxxx
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Name:
Xxxxxxxx X. Xxxx
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Title:
President
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/s/
Xxxxx Vallacino
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| Name: Xxxxx Vallacino | ||||
| Title: Secretary |
2
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Schedule
5
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CLAIM
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EXCHANGE
RATE
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SHARES
ISSUED
|
|
US$38,905.00
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0.25USD
|
155,621
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3
