CONVERTIBLE NOTE AGREEMENT
Exhibit
10.2
TERMINATION
AND DISCHARGE
of
This
Termination and Discharge of the Convertible Note Agreement ("Agreement") dated
the 2nd of February, 2009 is made and effective the 28th day of
April,
BETWEEN:
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Tiger Renewable Energy
Ltd. (the "Company"), a corporation organized and existing under
the laws of the Nevada in the United States of America, with its head
office located at: Sino Favour Centre, 1 On Yip
Street, Suite 1302, Chai Wan, Hong
Kong,
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AND:
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Wellington Capital Management
Inc., (the "Note Holders"), a corporation organized and existing
under the laws of the Bahamas, with its head office located at:
Xxxxxxxxxxx Xxxxx, 0xx
Xxxxx, 0xx
Xxxxxxx Xxxx, Xxxxxx, Xxxxxxx
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WHEREAS,
the Note Holders are to Terminate and Discharge the Company from Convertible
Note Agreement and its obligations for the 8% Convertible Promissory Notes in
the aggregate sum of US$ 1,000,000 on mutual signing and fulfillment of the
obligations stated in Termination Agreement of the Working Interest Purchase and
Sale as attached .
In
consideration of the mutual covenants and conditions herein contained, the
parties hereby agree, represent and warrant as follows:
1.
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TERMINATION
OF NOTES
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On
signing of and fulfillment of the obligations under the Termination Agreement of
the Working Interest Purchase and Sale the Note Holders will Terminate and
Discharge the Company of its payment and obligations under the 8% Convertible
notes (hereinafter called "Notes") in the aggregate principal amount of US$
1,000,000 which were to be dated February 1, 2009 to mature on as
follows: US$ 250,000 on April 30, 2009
$ 250,000
on May 30, 2009
$ 250,000
on June30, 2009
$ 250,000
on July 30, 2009
And to
bear interest on the unpaid principal thereof at the rate of 8% per annum until
maturity, payable on and with each $ 250,000 segment on the maturity dates
states above and after maturity deficient balances are to bear interest at the
rate of 16% per annum until paid.
2.
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SECURITY
INTEREST
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A.
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On
signing of and fulfillment of the obligations under the Termination
Agreement of the Working Interest Purchase and Sale, The Note Holders will
discharge their continuing security interest of first priority in all of
the right, title and interest of the Company in, to and under all of the
Company’s property whether now existing or hereafter created or
arising.
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B.
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On
signing of and fulfillment of the obligations under the Termination
Agreement of the Working Interest Purchase and Sale, The Note holders
discharge its rights as the Company’s true and lawful attorney,
irrevocably, with full power after the occurrence of an Event of Default
as stated under the Convertible Note Agreement (in the name of the Company
or otherwise) to act, require, demand, receive, compound and give
acquittance for any and all monies and claims for monies due or to become
due to the Company under or arising out of the Collateral, to endorse any
checks or other instruments or orders in connection therewith and to file
any claims or take any action or institute any proceedings which the Note
holders may deem to be necessary or advisable in the premises, which
appointment as attorney is coupled with an
interest.
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3.
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MISCELLANEOUS
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a.
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Any
and all notices, approvals or other communications to be sent to the
parties shall be deemed validly and properly given if made in writing and
delivered by hand or by registered or certified mail, return receipt
requested, and addressed to the Company at its principal office or to the
Holders of the Notes at the addresses given to the Company by such Note
Holders.
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b.
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This
Agreement may not be modified, amended or terminated except by written
agreement executed by all the parties
hereto.
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c.
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The
waiver of any breach or default hereunder shall not be considered valid
unless in writing and signed by the party giving such notice and no waiver
shall be deemed a waiver of any subsequent breach or default of
same.
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d.
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The
paragraph headings contained herein are for the purpose of convenience
only and are not intended to define or limit the contents of
such.
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e.
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The
validity, construction, interpretation and enforceability of this
Agreement and the Notes executed pursuant to this Agreement shall be
determined and governed by the laws of the State of NEW YORK IN THE UNITED
STATES OF AMERICA.
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f.
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This
Agreement shall be binding upon and inure to the benefit of the company
and its successors and assigns.
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g.
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This
Agreement may be executed in one or more counterparts, each of which shall
be deemed an original.
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IN
WITNESS WHEREOF, Company and Note Holders have executed this agreement on APRIL
28TH, 2009.
COMPANY
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NOTE
HOLDERS
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Authorized
Signature
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Authorized
Signature
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Print Name and
Title
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Print Name and
Title
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