COLOMBIA ENERGY RESOURCES, INC.


 


15% SECURED PROMISSORY NOTE DUE JANUARY
18, 2014


 


	No. _______	 
	$__________	__________________, 2013


 


FOR VALUE RECEIVED,
COLOMBIA ENERGY RESOURCES, INC., a Delaware corporation (herein called the “Company”), hereby promises to pay on January
18, 2014 to ___________________________, with an address at _________________________________ _____________________________________________________
(herein called the “Holder”), the principal sum of ______________________________________ Dollars ($________), together
with interest upon the principal hereof at the rate of 15% per annum. Interest on this Note shall accrue on the outstanding principal
amount on this Note from the date of issuance until the date of repayment of the principal and payment of accrued interest in full.
Interest shall be calculated on the basis of a 365 day year and shall be payable in cash, common shares or a combination of cash
and common shares, in the Company’s discretion, at maturity. Furthermore, upon the occurrence of an event of default (as
described below), then to the extent permitted by law, the Company will pay interest in cash to the Holder, payable on demand,
on the outstanding principal balance of this Note from the date of the event of default until such event of default is cured at
the rate of the lesser of 20% and the maximum applicable legal rate per annum. Payments hereunder shall be made at such place as
the holder hereof shall designate to the undersigned, in writing, in lawful money of the United States of America. Any payment
which becomes due on a Saturday, Sunday or legal holiday shall be payable on the next business day.


 


This Note shall, (i)
upon declaration by the Holder or (ii) automatically upon acceleration pursuant to clause (c) below, become immediately due and
payable upon the occurrence of any of the following specified events of default:


 


(a)          If
the Company shall default in the due and punctual payment of the principal amount of this Note when and as the same shall become
due and payable, whether at maturity or by acceleration; or


 


(b)          If
the Company shall default in the due and punctual payment of interest on this Note when the same shall become due and payable;
or


 


(c)          The
Company shall fail to observe and perform any material term, condition or agreement in this Note, which term, condition or agreement
is required on its part to be observed or performed, and such failure shall continue unremedied for a period of ten (10) days after
written notice specifying such failure shall have been given to the Company by the Holder of this Note; or


 




    	 



    	 



    

 


(d)          If
the Company shall commence a voluntary case or other proceeding seeking liquidation, reorganization or other relief with respect
to itself or its debts under any bankruptcy, insolvency or other similar law now or hereafter in effect or seeking the appointment
of a trustee, receiver, liquidator, custodian or other similar official of it or any substantial part of its property, or shall
consent to any such relief or to the appointment of or taking of possession by any such official in an involuntary case or other
proceeding commenced against it, or shall make a general assignment for the benefit of creditors, or shall take any corporate action
to authorize any of the foregoing; or an involuntary case or other proceeding shall be commenced against the Company seeking liquidation,
reorganization or other relief with respect to it or its debts under any bankruptcy, insolvency or other similar law now or hereafter
in effect or seeking the appointment of a trustee, receiver, liquidator, custodian or other similar official of it or any substantial
part of its property, and such involuntary case or other proceeding shall remain undismissed or unstayed for a period of 60 consecutive
days.


 


(e)          Any
material representation or warranty made by the Company herein or in the Subscription Agreement shall prove to have been false
or incorrect or breached in a material respect on the date as of which made and the Holder delivers written notice to the Company
of the occurrence thereof; or


 


(f)          The
Company shall (i) default in any payment of any amount or amounts of principal of or interest on any indebtedness, the aggregate
principal amount of which indebtedness is in excess of $50,000 or (ii) default in the observance or performance of any other
agreement or condition relating to any indebtedness or contained in any instrument or agreement evidencing, securing or relating
thereto, or any other event shall occur or condition exist, the effect of which default or other event or condition is to cause,
or to permit the holder or holders or beneficiary or beneficiaries of such indebtedness to cause with the giving of notice if required,
such indebtedness to become due prior to its stated maturity.


 


Declaration of this
Note being immediately due and payable by the Holder may only be made by written notice to the Company declaring the unpaid balance
of the principal amount of this Note and accrued interest thereon to be due. Such declaration shall be deemed given upon the occurrence
of any event specified in clause (d) above. In the event of a default, all costs of collection, including reasonable attorneys’
fees, shall be paid by the Company.


 


With the consent of
the Holder, this Note may be prepaid by the Company in whole or in part at any time or from time to time without penalty or premium,
together, in each case, with interest accrued on such principal amount to the date of such prepayment. Without the consent of,
but upon at least 30 days prior written notice to, the Holder, the outstanding principal amount of this Note may be prepaid by
the Company in whole or in part at any time or from time to time, together, in each case, with interest accrued on such principal
amount to the date of such prepayment.


 




    	 



    	 



    

 


The obligations of
the Company and the Holder set forth herein shall be binding upon the successors and assigns of each such party, whether or not
such successors or assigns are permitted by the terms hereof.


 


The obligations of
the Company under this Note are secured by, and the Holder of this Note is entitled to the benefits of, the (i) the Pledge and
Collateral Agency Agreement, dated January 18, 2013, among the Company, Colombia CPF LLC (“CPF”) and the Law
Office of Ronald N. Vance & Associates, P.C., as collateral agent (“Collateral Agent”), (ii) the Deed of
Pledge, dated as of January 18, 2013, among the Company, CPF, Energia Andina Santander Resources Coöperatieve U.A. and Collateral
Agent, (iii) the Pledge Agreement relating to the Mining Titles, dated January 18, 2013, between Colombia Clean Power S.A.S. (“CCP”)
and the Collateral Agent, (iv) the Pledge Agreement Over the Assets of Colombia Clean Power S.A.S., dated January 18, 2013, between
CCP and the Collateral Agent and (v) the Mortgage Agreement, dated January 18, 2013, between CCP and the Collateral Agent, each
as may be amended and supplemented from time to time.


  


The Holder shall receive a liquidation preference, as
described below.


 


(a)          In
the event of the liquidation, dissolution or winding up of the affairs of the Company, whether voluntary or involuntary, the Holder
shall be entitled to receive, out of the assets of the Company available for distribution to its stockholders, before any payment
shall be made or any assets distributed to the holders of the Common Stock or any other class or series of Preferred Stock, including
the Series A Preferred Stock (“Preferred Stock”), an amount (the “Liquidation Preference Amount”) for every
$1.00 in principal of Note equal to (i) $2.50 (subject to adjustment for stock splits, stock dividends, recapitalizations and the
like) plus (ii) any accrued but unpaid dividends to which the holders of Notes are then entitled. The Company shall not issue any
Preferred Stock, Common Stock or other class or series of securities ranking pari passu, as to rights on liquidation, dissolution
or winding up, with the Notes. All payments for which this (a) provides shall be in cash, property (valued at its fair market value
as determined by an independent appraiser reasonably acceptable to the holders of a majority of the Notes) or a combination thereof;
provided, however, that no cash shall be paid to holders of Preferred Stock or Common Stock unless each Holder has
been paid in cash the full Liquidation Preference Amount to which Holder is entitled as provided herein. After payment of the full
Liquidation Preference Amount to which Holder is entitled, Holder will not be entitled to any further participation as such in
any distribution of the assets of the Company.


 


(b)          A
consolidation or merger of the Company with or into any other corporation or corporations, or a sale or other disposition of all
or substantially all of the assets of the Company, or the effectuation by the Company of a transaction or series of related transactions
in which, following such transaction(s), the holders of the outstanding voting power of the Company prior to the transaction cease
to hold, directly or indirectly, a majority of the outstanding voting power of the surviving entity, shall be deemed to be a liquidation,
dissolution, or winding up within the meaning of this “Liquidation Preference” section.


 




    	 



    	 



    

 


(c)          Written
notice of any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Company within the meaning
of this “Liquidation Preference” section, stating a payment date and the place where the distributable amounts shall
be payable, shall be given by mail, postage prepaid, no less than forty-five (45) days prior to the payment date stated therein,
or twenty (20) days prior to the stockholder meeting to approve the relevant transaction, whichever is earlier, to the Holder at
its address as the same shall appear on the books of the Company.


 


(d)          On
the effective date of any liquidation, dissolution or winding up within the meaning of this “Liquidation Preference”
section, the Company shall pay cash and/or such other consideration to which the Holder is entitled hereunder. 


 


The Company for itself
and its successors and assigns hereby waives presentment, demand, notice, protest and all other demands and notices in connection
with the delivery, acceptance, performance or endorsement of this Note, and agrees that this Note shall be deemed to have been
made under, and shall be interpreted and governed by reference to, the laws of the State of New York.


 


Except as expressly
agreed in writing by the Holder, no extension of time for payment of this Note, or any installment hereof, and no alteration, amendment
or waiver of any provision of this Note shall release, discharge, modify, change or affect the liability of the Company under this
Note.


 


All of the covenants,
stipulations, promises and agreements made by or contained in this Note on behalf of the undersigned shall bind its successors,
whether so expressed or not.


 


No failure on the part
of the Holder to exercise, and no delay in exercising, any right under this Note shall operate as a waiver thereof, nor shall any
single or partial exercise of such rights preclude any other or further exercise thereof or the exercise of any other right.


 


THE
COMPANY ACKNOWLEDGES THAT THE TRANSACTION OF WHICH THIS NOTE IS A PART IS A COMMERCIAL TRANSACTION, AND TO THE EXTENT ALLOWED BY
APPLICABLE LAW, HEREBY WAIVES ITS RIGHT TO NOTICE AND HEARING WITH RESPECT TO ANY PREJUDGMENT REMEDY WHICH THE HOLDER OR ITS SUCCESSORS
OR ASSIGNS MAY DESIRE TO USE.


 


It is the intention
of the Company and the Holder that all payments due hereunder will be treated for accounting and tax purposes as indebtedness of
the Company to the Holder. Each of the Company and the Holder agrees to report such payments due hereunder for the purposes of
all taxes in a manner consistent with such intended characterization.


 




    	 



    	 



    

 


If any term or provision
of this Note shall be held invalid, illegal or unenforceable, the validity of all other terms and provisions herein shall in no
way be affected thereby.


 


This Note shall be
governed by and construed in accordance with the laws of the State of New York.


 


IN WITNESS WHEREOF,
the Company has caused this Note to be signed in its name by its Chief Executive Officer or Chief Financial Officer as of the date
hereinabove set forth.


 


	 	COLOMBIA ENERGY RESOURCES, INC.
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title: