CONVERTIBLE NOTE
AGREEMENT
This
Convertible Note Agreement ("Agreement") is made and effective the
31 st
of January, 2009,
|
BETWEEN:
|
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,
|
|
|
|
|
|
|
|
AND:
|
Wellington
Capital Management Inc., (the "Note Holders"), a corporation organized
and existing under the laws of the Bahamas, with its head office
located at: Centerville House, 4 th Floor, 2 nd Terrace West, Nassau, Bahamas
|
WHEREAS, Note
Holders are willing to lend Company the aggregate sum of US$
1,000,000 to be evidenced by 8% Convertible Promissory
Notes.
In
consideration of the mutual covenants and conditions herein
contained, the parties hereby agree, represent and warrant as
follows:
The Company
will authorize the issue of its 8% Convertible notes (hereinafter
called "Notes") in the aggregate principal amount of US$ 1,000,000
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, and to be substantially in the form of Exhibit A attached
hereto.
|
|
|
For the
purposes of calculating interest for any period for which the
interest shall be payable, such interest shall be calculated on the
basis of the actual number of days per month and a 365 days/year.
The Company will promptly and punctually pay to Note Holders or
their nominee the interest on any of the Notes held by Note Holders
without presentment of the Notes. In the event that Note Holders
shall sell or transfer any of the Notes, they shall notify the
Company of the name and address of the transferee. In the event the
Company defaults on any installment of interest or principal, then
any Holder of these Notes may, at his option, without notice,
declare the entire principal and the interest accrued thereon
immediately due and payable and may proceed to enforce the
collection thereof. All the Notes shall contain a confession of
judgment provision.
|
The Company
will also authorize the issue of 10,166,575 restricted shares of
its common stock (hereinafter called "The Stock") and will
authorize the issuance of and reserve for such purchase such a
number of additional shares of common stock (hereinafter called the
"Conversion Stock") as may from time to time be the maximum number
required for issuance upon conversion of the Notes pursuant to the
conversion privileges hereinafter stated.
|
|
SALE AND
PURCHASE OF NOTES AND STOCK
|
The
Company will sell the Notes to the purchasers listed on Exhibit A,
each of whom agrees to purchase the principal amount of the Notes
set opposite their names, subject to the terms and conditions
hereof and in reliance upon the representations and warranties of
the Company contained herein, at the purchase price of the
principal amount.
|
|
REPRESENTATIONS AND WARRANTIES BY THE
COMPANY
|
|
|
|
The Company is
a corporation duly organized and existing in good standing under
the laws of the State of NEVADA IN THE UNITED STATES OF AMERICA AND
has the corporate power to own its own property and to carry on in
the business as it is now being conducted.
|
|
|
|
Pursuant to its
Articles of Incorporation the Company is authorized to issue
100,000,000 Shares of common stock, $.001 par value of which
19,553,375 are currently outstanding. 10,612,305 are free trading
and 8,170,000 restricted shares with the following release date
February 15, 2009There are no other authorized or outstanding
securities of any class or of any kind or character or, except as
reflected in this Agreement, there are no outstanding
subscriptions, options, warrants or other agreements or commitments
obligating the Corporation to issue or sell any additional shares
of the Corporation’s capital stock or any options or rights
with respect thereto, or any securities convertible into any shares
of Stock of any class except as describe in Exhibit 3 B:
|
|
|
|
The Company has
not declared, set aside, paid or made any dividend or other
distributions with respect to its capital stock and has not made or
caused to be made directly or indirectly, any payment or other
distribution of any nature whatsoever to any of the holders of its
capital stock except for regular salary payments for services
rendered and the reimbursement of business expenses.
|
|
|
|
The Company is
not a party to any written or oral agreement which grants an option
or right of first refusal or other arrangement to acquire any of
the Stock or to any agreement that affects the voting rights of any
of the Stock, nor has the Company made any commitment of any kind
relating to the issuance of shares of any of its Stock, whether by
subscription, right of conversion, option or otherwise;
|
|
|
|
Tiger’s
unaudited Third Quarter Financial Statements for the period ended
October 31, 2008 have been prepared in accordance with generally
accepted accounting principles applied on a consistent
basis. They fairly present the Company’s financial
condition, results of operations, assets, liabilities or business
or as otherwise disclosed to the Note Holders. The Company is
currently preparing its books and records for the year ended
January 31, 2009 which will be audited under current management
direction and that the Company will have disposed of its investment
in a joint venture and written off all assets and liabilities
associated with the joint venture and will have no further
obligations to it. The only operating asset will be an investment
in the Working Interest of an Oil and Gas property with a
corresponding Payable of US$ 1,000,000 and Operating accounts
payable will not exceed US$ 150,000 as at January 31, 2009.
Shareholder loans which are currently stated at US $ 25,000 can
increase no higher than $ 35,000.
|
There will be
no other outstanding obligations such as the interest bearing note
payable to DT Crystal Limited.
|
|
|
There is no
action or proceeding pending or, to the knowledge of the Company,
threatened against the Company before any court or administrative
agency, the determination of which might result in any material
adverse change in the business of the Company.
|
|
|
|
The Company is
not a party to any contract or agreement or subject to any
restriction which materially and adversely affects its business,
property or assets, or financial condition, and neither the
execution nor delivery of this Agreement, nor the confirmation of
the transactions contemplated herein, nor the fulfillment of the
terms hereof, nor the compliance with the terms and provisions
hereof and of the Notes, will conflict with or result in the breach
of the terms, conditions or provisions or constitute a default,
under the Articles of Incorporation or Code of Regulations of the
Company or of any Agreement or instrument to which the Company is
now a party. The Company is not party to any collective agreement
with a labor union;
|
|
|
|
The Company
owns or possesses or did own, adequate licenses or other rights to
use, all patents, trademarks, trade names, trade secrets, and
copyrights used in its business. No one has ever asserted to the
Company that its operations infringe on the patents, trademarks,
trade secrets or other rights utilized in the operation of its
business.
|
|
|
|
Neither the
Company nor any agent or employee acting in its behalf has offered
the Notes or the Stock or any portion thereof for sale to or
solicited in any offer to buy the same or any thereof from any
person or persons other than the purchasers listed in
the attached Exhibit A, and neither the Company nor any agent or
employee acting in its behalf will sell or offer for sale the Notes
or Stock or any portion thereof to or solicit any offer to buy the
Notes or the Stock from any person or persons so as to
bring the issuance or sale thereof within the provisions of
Securities Act of 1933 (the “ACT”).
|
|
|
|
The execution
and delivery of this Agreement, the consummation of the
transactions herein contemplated and compliance with the terms of
this Agreement will not result in a breach of any of the terms or
provisions of, or constitute a default under, the Articles of
Incorporation or By-laws of the Company; any indenture, other
agreement or instrument to which the Company is a party or by which
it or its ass
|
|
