THE SECURITIES REPRESENTED BY THIS CERTIFICATE
MAY NOT BE OFFERED FOR SALE, SOLD OR OTHERWISE TRANSFERRED EXCEPT IN ACCORDANCE WITH AN EFFECTIVE REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933, AS AMENDED, OR IN ACCORDANCE WITH AN EXEMPTION FROM REGISTRATION UNDER THAT ACT.


 


WARRANT TO PURCHASE


______ SHARES OF COMMON STOCK OF


COLOMBIA ENERGY RESOURCES, INC.


 


This certifies that ______________ or any
party to whom this Warrant is assigned in accordance with its terms is entitled to subscribe for and purchase _____ shares of the
Common Stock of Colombia Energy Resources, Inc., a Delaware corporation, on the terms and conditions of this Warrant.


 


1.            Definitions.
As used in this Warrant, the term:


 


1.1            “Business
Day” means any day other than a Saturday, Sunday, or a day on which banking institutions in the State of New York are
authorized or obligated to be closed by law or by executive order.


 


1.2            “Common
Stock” means the Common Stock, par value $.001 per share, of the Corporation.


 


1.3            “Corporation”
means Colombia Energy Resources, Inc., a Delaware corporation, or its successor.


 


1.4            “Holder”
means ______________ or any party to whom this Warrant is assigned in accordance with its terms.


 


1.5            “1933
Act” means the Securities Act of 1933, as amended.


 


1.6            “Warrant”
means this Warrant and any warrants delivered in substitution or exchange for this Warrant in accordance with the provisions of
this Warrant.


 


1.7            “Warrant
Price” means $0.01 per share of Common Stock, as such amount may be adjusted pursuant to Section 4 hereof.


 


2.            Exercise of
Warrant. (a) At any time, the Holder may exercise the purchase rights represented by this Warrant, in whole or in part, by
surrendering this Warrant (with a duly executed subscription in the form attached) at the Corporation’s principal corporate
office (located on the date hereof in San Francisco, California) and by paying the Corporation,
by certified or cashier’s check, the aggregate Warrant Price for the shares of Common Stock being purchased.


 




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(b)            This Warrant may also be exercised
by the Holder through a cashless exercise, as described in this Section 2(b). This Warrant may be exercised, in whole or in part,
by (i) the delivery to the Company of a duly executed exercise form specifying the number of shares of Common Stock issuable upon
exercise of this Warrant to be applied to such exercise, and (ii) the surrender to a common carrier for overnight delivery to the
Company, or as soon as practicable following the date the Holder delivers the exercise form to the Company, of this Warrant (or
an indemnification undertaking with respect to this Warrant in the case of its loss, theft or destruction). The number of shares
of Common Stock to be issued upon exercise of this Warrant pursuant to this Section 2 (b) shall be computed as of the date of delivery
of this Warrant to the Company using the following formula:


 


	X =   	Y(A-B)
	 	A


 


where:


	X  =	the number of shares of Common Stock to be issued to the Holder under this Section 2(b);



	Y  =	the number of shares of Common Stock issuable upon exercise of this Warrant identified in the exercise
form as being applied to the subject exercise;



	A  =	the Current Market Price on such date; and



	B  =	the Exercise Price on such date.



 


For purposes of this
Section 2(b), the “Current Market Price” per share of Common Stock on any day shall mean: (i) if the principal
trading market for such securities is a national or regional securities exchange, the closing price on such exchange on such day;
or (ii) if (i) is not applicable, and if bid and ask prices for shares of Common Stock are reported in the over-the-counter
market by NASDAQ (or, if not so reported, by the National Quotation Bureau), the average of the high bid and low ask prices so
reported on such day. Notwithstanding the foregoing, if there is no reported closing price or bid and ask prices, as the case may
be, for the day in question, then the Current Market Price shall be determined as of the latest date prior to such day for which
such closing price or bid and ask prices, as the case may be, are available, unless such securities have not been traded on an
exchange or in the over-the-counter market for 30 or more days immediately prior to the day in question, in which case the Current
Market Price shall be determined mutually by the Board of Directors of the Company and the Holder or, failing such agreement, at
the Company’s expense by an appraiser selected by the Board of Directors of the Company and reasonably acceptable to the
Holder. Any determination of Current Market Price by an appraiser shall be based on a fair valuation of the Company as an entity
without regard to any minority or illiquidity discounts.


 


2.1            Delivery of Certificates.
Within five (5) days after each exercise of the purchase rights represented by this Warrant, the Corporation shall deliver a certificate
for the shares of Common Stock so purchased to the Holder and, unless this Warrant has been fully exercised or expired, a new Warrant
representing the balance of the shares of Common Stock subject to this Warrant.


 




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2.2            Effect of Exercise.
The person entitled to receive the shares of Common Stock issuable upon any exercise of the purchase rights represented by this
Warrant shall be treated for all purposes as the holder of such shares of record as of the close of business on the date of exercise.


 


2.3            Issue Taxes.
The Corporation shall pay all issue and other taxes that may be payable in respect of any issue or delivery to the Holder of shares
of Common Stock upon exercise of this Warrant.


 


3.            Stock Fully
Paid; Reservation of Shares. The Corporation covenants and agrees that all securities that it may issue upon the exercise of
the rights represented by this Warrant will, upon issuance, be fully paid and nonassessable and free from all taxes, liens and
charges. The Corporation further covenants and agrees that, during the period within which the Holder may exercise the rights represented
by this Warrant, the Corporation shall at all times have authorized and reserved for issuance enough shares of its Common Stock
or other securities for the full exercise of the rights represented by this Warrant. The Corporation shall not, by an amendment
to its Articles of Incorporation or through reorganization, consolidation, merger, dissolution, issue or sale of securities, sale
of assets or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms of this Warrant.


 


4.            Adjustments.
The Warrant Price and the number of shares of Common Stock that the Corporation must issue upon exercise of this Warrant shall
be subject to adjustment in accordance with Sections 4.1 through 4.3.


 


4.1            Adjustment
to Warrant Price for Combinations or Subdivisions of Common Stock. If the Corporation at any time or from time to time after
the date hereof (1) declares or pays, without consideration, any dividend on the Common Stock payable in Common Stock; (2) creates
any right to acquire Common Stock for no consideration; (3) subdivides the outstanding shares of Common Stock (by stock split,
reclassification or otherwise); or (4) combines or consolidates the outstanding shares of Common Stock, by reclassification or
otherwise, into a lesser number of shares of Common Stock, the Corporation shall proportionately increase or decrease the Warrant
Price, as appropriate.


 


4.2            Adjustments
for Reclassification and Reorganization. If the Common Stock issuable upon exercise of this Warrant changes into shares of
any other class or classes of security or into any other property for any reason other than a subdivision or combination of shares
provided for in Section 4.1, including without limitation any reorganization, reclassification, merger or consolidation, the Corporation
shall take all steps necessary to give the Holder the right, by exercising this Warrant, to purchase the kind and amount of securities
or other property receivable upon any such change by the owner of the number of shares of Common Stock subject to this Warrant
immediately before the change.


 


4.3            Spin Offs.
If the Corporation spins off any subsidiary by distributing to the Corporation's shareholders as a dividend or otherwise any stock
or other securities of the subsidiary, the Corporation shall reserve enough of such shares or other securities for delivery to
the Holders upon any exercise of the rights represented by this Warrant to the same extent as if the Holders owned of record all
Common Stock or other securities subject to this Warrant on the record date for the distribution of the subsidiary's shares or
other securities.


 




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4.4            Certificates
as to Adjustments. Upon each adjustment or readjustment required by this Section 4, the Corporation at its expense shall promptly
compute such adjustment or readjustment in accordance with this Section, cause independent public accountants selected by the Corporation
to verify such computation and prepare and furnish to the Holder a certificate setting forth such adjustment or readjustment and
showing in detail the facts upon which such adjustment or readjustment is based.


 


5.            Fractional
Shares. The Corporation shall not issue any fractional shares in connection with any exercise of this Warrant.


 


6.            Dissolution
or Liquidation. If the Corporation dissolves, liquidates or winds up its business before the exercise of this Warrant, the
Holder shall be entitled, upon exercising this Warrant, to receive in lieu of the shares of Common Stock or any other securities
receivable upon such exercise, the same kind and amount of assets as would have been issued, distributed or paid to it upon any
such dissolution, liquidation or winding up with respect to such shares of Common Stock or other securities, had the Holder been
the holder of record on the record date for the determination of those entitled to receive any such liquidating distribution or,
if no record is taken, upon the date of such liquidating distribution. If any such dissolution, liquidation or winding up results
in a cash distribution or distribution of property which the Corporation's Board of Directors determines in good faith to have
a cash value in excess of the Warrant Price provided by this Warrant, then the Holder may, at its option, exercise this Warrant
without paying the aggregate Warrant Price and, in such case, the Corporation shall, in making settlement to Holder, deduct from
the amount payable to Holder an amount equal to such aggregate Warrant Price.


 


7.            Transfer and
Exchange.


 


7.1            Transfer.
Subject to Section 7.3, the Holder may transfer all or part of this Warrant at any time on the books of the Corporation at its
principal office upon surrender of this Warrant, properly endorsed. Upon such surrender, the Corporation shall issue and deliver
to the transferee a new Warrant or Warrants representing the Warrants so transferred. Upon any partial transfer, the Corporation
shall issue and deliver to the Holder a new Warrant or Warrants with respect to the Warrants not so transferred.


 


7.2            Exchange.
The Holder may exchange this Warrant at any time at the principal office of the Corporation for Warrants in such denominations
as the Holder may designate in writing. No such exchanges will increase the total number of shares of Common Stock or other securities
that are subject to this Warrant.


 


7.3            Securities
Act of 1933. By accepting this Warrant, the Holder agrees that this Warrant and the shares of the Common Stock issuable upon
exercise of this Warrant may not be offered or sold except in compliance with the 1933 Act, and then only with the recipient's
agreement to comply with this Section 7 with respect to any resale or other disposition of such securities. The Corporation may
make a notation on its records in order to implement such restriction on transferability.


 




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8.            Loss or Mutilation.
Upon the Corporation's receipt of reasonably satisfactory evidence of the ownership and the loss, theft, destruction or mutilation
of this Warrant and (in the case of loss, theft or destruction) of a reasonably satisfactory indemnity or (in the case of mutilation)
upon surrender and cancellation of this Warrant, the Corporation shall execute and deliver a new Warrant to the Holder.


 


9.            Successors.
All the covenants and provisions of this Warrant shall bind and inure to the benefit of the Holder and the Corporation and their
respective successors and assigns.


 


10.          Notices.
All notices and other communications given pursuant to this Warrant shall be in writing and shall be deemed to have been given
when personally delivered or when mailed by prepaid registered, certified or express mail, return receipt requested. Notices should
be addressed as follows:


 


		(a)	If to the Holder, then to the address of the Holder in the Corporation’s records, as may be updated by the Holder from
time-to-time.



 


		(b)	If to the Corporation, then to:



 


Colombia Energy Resources, Inc.


One Embarcadero Center, Suite 500


San Francisco, CA 94111


Attention: Mr. Edward Mooney


   Chief Executive Officer


 


Such addresses for notices may be changed
by any party by notice to the other party pursuant to this Section 10.


 


11.          Amendment.
This Warrant may be amended only by an instrument in writing signed by the Corporation and the Holder.


 


12.          Construction
of Warrant. This Warrant shall be construed as a whole and in accordance with its fair meaning. A reference in this Warrant
to any section shall be deemed to include a reference to every section the number of which begins with the number of the section
to which reference is made. This Warrant has been negotiated by both parties and its language shall not be construed for or against
any party.


 


13.          Law Governing.
This Warrant is executed, delivered and to be performed in the State of New York and shall be construed and enforced in accordance
with and governed by the New York law without regard to any conflicts of law or choice of forum provisions.


 




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Dated as of _______________, 2013 


 


	 	COLOMBIA ENERGY RESOURCES, INC.
	 	 
	 	By:  	 
	 	 	Edward Mooney
	 	 	Chief Executive Officer


 




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Colombia Energy Resources, Inc.


 


EXERCISE FORM


 


(To be completed and signed only upon
exercise of the Warrants)


 


		To:	Colombia Energy Resources, Inc.



One Embarcadero Center, Suite 500


San Francisco, CA 94111


 


Attention: Secretary


 


The undersigned hereby
exercises his or its rights to purchase ___________ Warrant Shares covered by the within Warrant and tenders payment herewith in
the amount of $_________ by [tendering cash or delivering a certified check or bank cashier’s check, payable to the order
of the Company] [surrendering ______ shares of Common Stock received upon exercise of the attached Warrant, which shares have a
Current Market Price equal to such payment] in accordance with the terms thereof, and requests that certificates for such securities
be issued in the name of, and delivered to:


 


	 	 
	 	 
	 	 
	 	 
	 	 
	 	(Print Name, Address and Social Security
	 	or Tax Identification Number)


 


and, if such number of shares of Common
Stock issuable upon such exercise shall not be all the shares of Common Stock covered by the within Warrant, that a new Warrant
for the balance of the shares of Common Stock covered by the within Warrant be registered in the name of, and delivered to, the
undersigned at the address stated below.


 


	Dated: ____________, ________	Name:	 
	 	 	(Please Print)
	 	 	 
	 	Address:	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	(Signature)


 


	 	 
	 	(City)                           (State)                         (Zip)


 




    	 



    	 



    

 


FORM OF ASSIGNMENT


 


FOR VALUE RECEIVED,
the undersigned registered Holder of this Warrant sells, assigns and transfers unto the Assignee named below all of the rights
of the undersigned under the Warrant, with respect to the number of shares of Common Stock set forth below (the “Transfer”):


 


	Name of Assignee	 	Address	 	No. of Shares
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 


 


The undersigned irrevocably constitutes
and appoints  as the undersigned’s attorney-in-fact, with full power of substitution, to make the transfer on the
books of Colombia Energy Resources, Inc.


 


Dated:


 


	 	 
	 	(Signature)