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
1 st
, 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
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