Unassociated Document


    
       

      CONVERTIBLE
NOTE AGREEMENT 

      
        

      

      

This
Convertible Note Agreement ("Agreement") is made and effective the 31st 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, 4th
      Floor, 2nd
      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:

    


    
      	
              1.

            	
              ISSUE
      OF NOTES

            


    

    


    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.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	
               
      

            	
              a.

            	
              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.

     

    
      	
              2.

            	
              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.

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    
      	
              3.

            	
              REPRESENTATIONS
      AND WARRANTIES BY THE COMPANY

            


    

    


    
      	
               
      

            	
              a.

            	
              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.

            


    

    


    
      	
               
      

            	
              b.

            	
              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:

            


    

    


    
      	
               
      

            	
              c.

            	
              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.

            


    

    


    
      	
               
      

            	
              d.

            	
              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;

            


    

    


    
      	
               
      

            	
              e.

            	
              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.

            


    

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

    There
will be no other outstanding obligations such as the interest bearing note
payable to DT Crystal Limited.

     

    
      	
               
      

            	
              f.

            	
              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.

            


    

     

    
      	
               
      

            	
              g.

            	
              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;

            


    

     

    
    

    
      	
               
      

            	
              h.

            	
              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.

            


    

     

    
      	
               
      

            	
              i.

            	
              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”).

            


    

    


    
      	
               
      

            	
              j.

            	
              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 assets are bound; or
      any applicable regulation, judgment, order or decree of any governmental
      instrumentality or court, domestic or foreign, having jurisdiction over
      the Company, its securities or its
properties;

            


    

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

     

    
      	
               
      

            	
              k.

            	
              The
      execution, delivery and performance of this Agreement and the transactions
      contemplated hereby do not (except for the consents described in Article
      Four hereof) require the consent, authority or approval of any other
      person or entity except such as have been
  obtained;

            


    

    


    
      	
               
      

            	
              l.

            	
              The
      Company has filed with the appropriate governmental agencies all tax
      returns and tax reports required to be filed; all Federal, state and local
      income, franchise, sales, use, occupation or other taxes due have been
      fully paid or adequately reserved for; and the Company is not a party to
      any action or proceeding by any governmental authority for assessment or
      collection of taxes, nor has any claim for assessments been asserted
      against the Company;

            


    

    


    
      	
               
      

            	
              m.

            	
              No
      transactions have been entered into either by or on behalf of the Company,
      other than in the ordinary course of business nor have any acts been
      performed (including within the definition of the term performed the
      failure to perform any required acts) which would adversely affect the
      good will of the Company;

            


    

    


    
      	
               
      

            	
              n.

            	
              The
      Company does not have any subsidiaries other than those disclosed in the
      Company’s Financial Statements; and

            


    

    


    
      	
               
      

            	
              o.

            	
              The
      Minute Books of the Company contain true, correct and complete copies of
      the minutes of all meetings of its organizers, shareholders and Board of
      Directors from the date of its organization to the
  present.

            


    

    


    


    
      	
              4.

            	
              REPRESENTATIONS
      AND WARRANTIES BY THE NOTE HOLDERS

            


    

    


    The Note
Holders represent and warrant that:

    


    
      	
               
      

            	
              a.

            	
              The
      Note Holders are subscribing for the Notes and Stock for investment
      purposes and not with the view to or for sale in connection with any
      distribution thereof and that they have no present intent to sell, give or
      otherwise transfer the Notes or
Stock.

            


    

    


    
      	
               
      

            	
              b.

            	
              The
      Note Holders state that they are and residents outside of the United
      States.

            


    

    


    
      	
               
      

            	
              c.

            	
              The
      Note Holders understand that this is a highly speculative
      investment.

            


    

    


    
      	
              5.

            	
              CONVERSION

            


    

    


    
      	
               
      

            	
              a.

            	
              The
      Holder of any of the Notes at any time up to and including the maturity
      date (or, at any time up to the close of business on the third business
      day prior to the day fixed for payment) but not thereafter may convert the
      Notes in whole or in part into as many fully paid and non-assessable
      shares of Common Stock of the Company as the principal amount of the Note
      so converted in a multiple of US$ 0.10 per share, and upon surrender of
      the certificate representing the Notes to the Company at its principal
      office. If any of the Notes shall be converted in part, the Company shall,
      at its option and without charge to the Holder, either (I) execute and
      deliver to the Holder Notes for the balance of the principal amount so
      converted, or (ii) make note thereon of the principal of the amount
      converted.

            


    

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

    


    
      	
               
      

            	
              b.

            	
              Upon
      conversion of any of the Notes, all accrued and unpaid interest on the
      principal amount converted shall be paid to the Holder by the
      Company.

            


    

    


    
      	
               
      

            	
              c.

            	
              The
      Company shall take all necessary steps to maintain the registration for
      the shares held subject to the conversion privilege as described in this
      section.

            


    

    


    
      	
               
      

            	
              d.

            	
              In
      the case the Company shall issue or sell any share of its Common Stock
      (other than the Stock Shares issued upon conversion of any of the Notes)
      without consideration or for consideration per share less than the
      conversion price of US $ 0.10 per share, then forthwith upon such issuance
      or sale, the conversion price shall be adjusted to a price (computed to
      the nearest cent) determined by dividing (i) an amount equal to the sum of
      the number of shares of Common Stock outstanding  immediately
      prior to such issue or sale multiplied by the number of shares issued
      following the Notes Converted and the consideration, if any, received by
      the Company upon such issue or sale, by (ii) the total amount of shares of
      Common Stock immediately outstanding after such issue or
    sale.

            


    

    


    
      	
               
      

            	
              e.

            	
              In
      case the Company shall at any time divide its outstanding shares of Common
      Stock into a greater number of shares, the conversion price in effect
      immediately prior to such subdivision should be proportionately reduced,
      and, however in the case of outstanding shares of Common Stock of the
      Company shall be combined into a smaller number of shares, the actual
      conversion price shall remain at US $
0.10.

            


    

    


    
      	
               
      

            	
              f.

            	
              In
      case the Company shall declare a dividend or make a distribution of any
      Stock of the Company payable in Common Stock or in Convertible Securities,
      the aggregate maximum number of shares of Common Stock issuable in payment
      of such dividend or distribution, or upon conversion of or in exchange for
      such Convertible Securities issuable in payment of such dividend or
      distribution, shall be deemed to have been issued or sold without
      consideration.

            


    

    


    
      	
               
      

            	
              g.

            	
              No
      fractional share of Common Stock shall be issued upon conversion of any of
      the Notes. If any Holder of the Notes shall have converted all the Notes
      held by him other than a principal amount so small that less than a whole
      share of Common Stock would be issuable upon conversion thereof, the
      Company may elect to prepay such balance, with interest accrued thereon to
      the date fixed for prepayment, or  leave the same outstanding
      until the maturity of the Note.

            


    

     

    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

     

    
      	
               
      

            	
              h.

            	
              In
      any reclassification or change of outstanding shares of Common Stock
      issuable upon conversion of the Notes (other than a change in stated value
      or from no par to par value) or in the case of
      any  consolidation or merger of the Company with any other
      corporation, or in the case of the sale and conveyance to another to
      another corporation or person of the property of the Company in its
      entirety or substantially as an entirety, the Company shall, as a
      condition precedent to such transaction, case effective provisions to be
      made that each Holder of the Notes then outstanding shall have the right
      thereafter to convert the Notes into the kind and amount of shares of
      Stock and other securities and property receivable upon such
      reclassification, change, consolidation, merger, sale or conveyance by a
      Holder of the number of shares of Common Stock in the Company into which
      such Notes might have been converted immediately prior to such
      reclassification, change, consolidation, merger, sale or
      conveyance.

            


    

    


    
      	
              6.

            	
              COVENANTS

            


    

    


    
      	
               
      

            	
              a.

            	
              The
      Company covenants that so long as the Notes are in existence, it will
      deliver to the Holders thereof (i) as soon as practical, in any event
      within 60 days after the end of such quarterly period, in each fiscal
      year, consolidated income and surplus statements of the Company; (ii) as
      soon as practical , and in any event within 120 days after the end of each
      fiscal year, a consolidated income and surplus statement of the Company,
      and (iii) with reasonable promptness, such other financial data as the
      Holders may request in writing.

            


    

    


    
      	
               
      

            	
              b.

            	
              The
      Company covenants that, so long as any of the Notes are outstanding, it
      will permit any Holder of the Notes to visit and inspect, at the Holder's
      expense, any of the property of the Company, including its books and
      records, and to discuss affairs, finances and accounts with its
      officers.

            


    

    


    
      	
               
      

            	
              c.

            	
              The
      Company covenants that, without the written consent of the Holders of US $
      1,000,000 in principal amount of the Notes, it will
  not:

            


    

    


    
      	
               
      

            	
              i

            	
              Create
      or suffer to exist any mortgage, pledge, encumbrance, lien or charge of
      any kind on any of its properties or assets, whether now owned or
      hereafter acquired except for (i) mortgages, encumbrances, liens or
      charges which are now in existence; (ii) mortgages, liens, charges and
      encumbrances (a) for taxes, assessments or governmental charges or levies
      on property of the Company if the same shall not be due or delinquent or
      thereafter can be paid without penalty, or being contested in good faith
      and by appropriate proceedings; (b) of mechanics and material men for sums
      not yet due or being contested in good faith and by appropriate
      proceedings; or (c) in connection with workers' compensation, unemployment
      insurance and other state employment
  legislation.

            


    

     

    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    

     

    
      	
               
      

            	
              ii

            	
              Make
      any loan or advance to any person, firm or
  corporation.

            


    

     

    
      	
               
      

            	
              iii

            	
              Assume,
      guarantee, endorse or otherwise become liable in connection with the
      obligations, stock or dividends of any person, firm or corporation except
      in the ordinary course of business by endorsement of a negotiable
      instrument in the course of
collection.

            


    

    


    
      	
               
      

            	
              iv

            	
              Merge
      or consolidate with any other corporation or sell, lease or transfer or
      otherwise dispose of all or a substantial part of its assets to any
      person, firm or corporation.

            


    

    


    
      	
               
      

            	
              v

            	
              Enter
      into any material transaction in which any stockholder owning of record or
      beneficially more than 5% of the Common Stock of the Company shall have,
      at the time, a beneficial interest, direct or
  indirect.

            


    

     

    
      	
              7.

            	
              EVENT
      OF DEFAULT

            


    

    


    
      	
               
      

            	
              a.

            	
              The
      breach of any of the events or conditions contained in Section 7 of this
      Agreement shall constitute an event of default under this Agreement. Any
      one or more of the Holders of the Notes may give written notice of such
      breach and if the Company shall within 10 days after receipt of such
      written notice have failed to correct such occurrence or condition, then
      the Holder of any one of the Notes may, at its option and without notice,
      declare the entire principal and interest accrued thereon immediately due
      and payable and may proceed with
collection.

            


    

    


    


    
      	
               
      

            	
              b.

            	
              If
      the Company has made a material misrepresentation in connection with this
      Agreement or with the transactions contemplated by this Agreement, or if
      the Company makes an assignment for the benefit of creditors, or a trustee
      or receiver is appointed for the Company; or if any proceeding involving
      the Company is commenced under any bankruptcy, reorganization,
      arrangement, insolvency, statute or law, such event shall be deemed a
      default which will immediately entitled Holders of the Notes, at their
      option and without notice, to declare the entire amount of interest
      accrued thereon immediately due and payable and proceed to enforce the
      collection thereof.

            


    

    


    
      	
               
      

            	
              c.

            	
              In
      case of default in the payment of any installment or principal, the
      Holders of the Notes may, at their option and without notice, declare the
      entire principal and the interest accrued thereof immediately due and
      payable and may proceed to enforce the collection
  thereof.

            


    

     

    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    

     

    
      	
              8.

            	
              MISCELLANEOUS

            


    

    


    
      	
               
      

            	
              a.

            	
              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.

            


    

    


    
      	
               
      

            	
              b.

            	
              This
      Agreement may not be modified, amended or terminated except by written
      agreement executed by all the parties
hereto.

            


    

    


    
      	
               
      

            	
              c.

            	
              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.

            


    

    


    
      	
               
      

            	
              d.

            	
              The
      paragraph headings contained herein are for the purpose of convenience
      only and are not intended to define or limit the contents of
      such.

            


    

    


    
      	
               
      

            	
              e.

            	
              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.

            


    

    


    
      	
               
      

            	
              f.

            	
              This
      Agreement shall be binding upon and inure to the benefit of the company
      and its successors and assigns.

            


    

    


    
      	
               
      

            	
              g.

            	
              This
      Agreement may be executed in one or more counterparts, each of which shall
      be deemed an original.

            


    

    


    


    IN
WITNESS WHEREOF, Company and Note Holders have executed this agreement on
FEBRUARY 2, 2009.

    


     

    
      
        	
                COMPANY

              	 
      	
                NOTE
      HOLDERS

              
	 
      	 
      	 
      
	
                Authorized
      Signature

              	 
      	
                Authorized
      Signature

              
	 
      	 
      	 
      
	
                Print Name and
      Title

              	 
      	
                Print Name and
      Title

              


      

    

     

    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    

     

    Exhibit
A

    __________________________

    (Notes)

     

    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    

     

    Exhibit
3 B

    _____________________________

    


    Equity
compensation plan.

     

    


    
      	 	 	 	 	 	 	 	 	 	 
	 
      	 	
              Number
      of securities to be issued upon exercise of outstanding options, warrants
      and rights

            	 	 	
              Weighted-average
      exercise price of outstanding options, warrants and rights

              (As
      January 31, 2008)

            	 	 	
              Number
      of securities remaining available for future issuance under equity
      compensation plans (excluding securities reflected in column
      (a)

            	 
	 
      	 	
              (a)

            	 	 	
              (b)

            	 	 	
              (c)

            	 
	
              Equity
      compensation plans approved by security holders

            	 	 	n/a	 	 	 	n/a	 	 	 	n/a	 
	
              Equity
      compensation plans not approved by security holders

            	 	 	2,000,000	 	 	 	0.30	 	 	 	1,502,500	 
	
              Total

            	 	 	2,000,000	 	 	 	0.30	 	 	 	1,502,500	 


    

    


    WARRANT
HOLDERS AND OPTIONNEE

    


    
      	
              Name
      and Address of Beneficial Owner

            	 	
              Date

            	 	 	
              Options

            	 	 	
              Warrants

            	 	 	
              @
      $

            	 
	
              Emper
      Overseas S.A

            	 	 	03-08-07	 	 	 	N/A	 	 	 	125
      000	 	 	 	2.50	 
	
              Aton
      Select Fund Limited

            	 	 	03-08-07	 	 	 	N/A	 	 	 	125
      000	 	 	 	2.50	 
	
              Capinvest
      LLC

            	 	 	03-16-07	 	 	 	N/A	 	 	 	375
      000	 	 	 	2.50	 
	
              Simeon
      Securities S.A.

            	 	 	03-20-07	 	 	 	N/A	 	 	 	125
      000	 	 	 	2.50	 
	
              Claude
      Pellerin Director and Secretary

            	 	 	N/A	 	 	 	5000	 	 	 	0	 	 	 	2.00	 
	
              Michel
      St-Pierre Chief Financial Officer

            	 	 	N/A	 	 	 	0	 	 	 	0	 	 	 	0	 
	
              Total:

            	 	 	 	 	 	 	5000	 	 	 	750
      000	 	 	 	 	 


    

     

    
      
        
        

      

      
        11