Unassociated Document


     


      
        

      

    

    
      
 


    SUBSCRIPTION
AGREEMENT

    


    in
connection with

    


    COLOMBIA
CLEAN POWER & FUELS, INC.

    


    $2,500,000
Aggregate Principal Amount of 10% Secured Convertible

    Notes Due
June 30, 2012 and Warrants to Purchase

    1,000,000
Shares of Common Stock of the Issuer

    


    
      

      

    

    


    June
30, 2010

    


    European
American Equities, Inc.

    a
subsidiary of

    TerraNova
Capital Partners, Inc.

    350
Madison Avenue, 8th Floor

    New York,
New York  10017

    (212)
381-7390


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    


    INSTRUCTIONS
TO SUBSCRIPTION AGREEMENT

    


    NAME OF
SUBSCRIBER:_____________________________________________________________

    


    SECURITIES
OFFERED:  A minimum of $500,000 and a maximum of $2,500,000 aggregate
principal amount of 10% Secured Convertible Notes due June 30, 2012 (the
“Notes”) of Colombia Clean Power & Fuels, Inc., a Nevada corporation (the
“Issuer”), and warrants (the “Warrants”) to purchase up to 1,000,000 shares of
common stock (the “Common Stock”) of the Issuer.  For every $250,000
principal amount of Notes purchased, the Subscriber shall receive warrants to
purchase 100,000 shares of Common Stock.

    


    To:         Colombia
Clean Power & Fuels, Inc.

    4265 San Felipe Street, Suite
1100

    Houston,
Texas  77027

    


    IMPORTANT INSTRUCTIONS FOR
COMPLETION:

    


    
      	
              1.

            	
              COMPLETE
      YOUR NAME ABOVE; and

            


    

    


    
      	
              2.

            	
              PROVIDE
      THE PRINCIPAL AMOUNT OF NOTES TO BE PURCHASED AND ALL INFORMATION
      REQUESTED ON PAGES 9 AND 10, AND COMPLETE THE INVESTOR QUESTIONNAIRE
      ATTACHED AS ANNEX A; and

            


    

    


    
      	
              3.

            	
              SIGN
      THE AGREEMENT IN THE APPROPRIATE PLACE ON PAGE 10 AND ANNEX A IN THE
      APPROPRIATE PLACE ON PAGE 3 OF ANNEX A;  and

            


    

    


    
      	
              4.

            	
              MAKE
      YOUR CHECK PAYABLE TO “LAW DEBENTURE, ESCROW AGENT FOR COLOMBIA” OR
      REQUEST WIRING INSTRUCTIONS PURSUANT TO SECTION 1.3 BELOW; and

            


    

    


    
      	
              5.

            	
              DELIVER
      THE ORIGINAL SUBSCRIPTION AGREEMENT WITH CHECK (IF WIRE INSTRUCTIONS ARE
      NOT REQUESTED) TO LAW DEBENTURE TRUST COMPANY OF NEW YORK,  AT
      THE FOLLOWING ADDRESS:

            


    

    


    Law
Debenture Trust Company of New York

    400
Madison Avenue, 4th
Floor

    New York,
New York  10017

    Attn:  Michael
A. Smith, VP

    (646)
747-1251


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    


    SUBSCRIPTION
AGREEMENT

    


    This Subscription Agreement (the
“Agreement”) is executed by the undersigned (the “Subscriber”) in connection
with the offering (the “Offering”) by Colombia Clean Power & Fuels, Inc., a
Nevada corporation (the “Issuer”), of a minimum of $500,000 and a maximum of
$2,5000,000 aggregate principal amount of 10% Secured Convertible Notes due June
30, 2012 (the “Notes”) of the Issuer and warrants (the “Investor Warrants”) to
purchase up to 1,000,000 shares of Common Stock, par value $.001 per share, of
the Issuer (the “Shares”) (the Notes and the Investor Warrants are collectively
referred to as the “Offered Securities”).  For every $250,000
principal amount of Notes purchased, the Subscriber shall receive Investor
Warrants to purchase 100,000 shares of Common Stock.  The Notes shall
be substantially in the form attached hereto as Exhibit
A.   The Investor Warrants shall be substantially in the
form attached hereto as Exhibit
B.

    


    SECTION
1

    


    
      	
              1.1

            	
              Subscription.  The
      Subscriber, intending to be legally bound, hereby irrevocably subscribes
      for and agrees to purchase the principal amount of Notes indicated on Page
      7 hereof, on the terms and conditions described
  herein.

            


    

    


    
      	
              1.2

            	
              Purchase.  The
      Subscriber understands and acknowledges that the purchase price to be
      remitted to the Issuer in exchange for the Offered Securities shall be
      equal to the principal amount of Notes
  purchased.

            


    

    


    
      	
              1.3

            	
              Payment
      for Purchase.  PAYMENT FOR THE OFFERED SECURITIES SHALL BE BY
      WIRE TRANSFER OR CHECK PAYABLE TO: “LAW DEBENTURE, ESCROW AGENT FOR
      COLOMBIA” and delivered to the Issuer, together with an original executed
      copy of this Agreement.  Wire transfer instructions are
      available upon request from Ms. Carol Zervoulei or Ms. Evangeline Wong at
      (212) 381-7395.

            


    

    


    SECTION
2

    


    
      	
              2.

            	
              Acceptance or
      Rejection.

            


    

    


    
      	
               
      

            	
              (a)

            	
              The
      Subscriber understands and agrees that the Issuer reserves the right to
      reject this subscription for the Offered Securities in whole or in part in
      any order, if, in its reasonable judgment, it deems such action in the
      best interest of the Issuer, notwithstanding prior receipt by the
      Subscriber of notice of acceptance of the Subscriber’s
      subscription.

            


    


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    

    


    
      	
               
      

            	
              (b)

            	
              In
      the event of rejection of this subscription, or in the event the sale of
      the Offered Securities is not consummated by the Issuer for any reason (in
      which event this Agreement shall be deemed to be rejected), this Agreement
      and any other agreement entered into between the Subscriber and the Issuer
      relating to this subscription shall thereafter have no force or effect and
      the Issuer shall promptly return or cause to be returned to the Subscriber
      the purchase price remitted to the Issuer by the Subscriber in exchange
      for the Offered Securities.

            


    

    


    SECTION
3

    


    
      	
              3.

            	
              Subscriber
      Representations and Warranties.  The Subscriber hereby
      acknowledges, represents and warrants to, and agrees with, the Issuer and
      its respective affiliates as
follows:

            


    

    


    
      	
               
      

            	
              (a)

            	
              The
      Subscriber is acquiring the Offered Securities for the Subscriber’s own
      account as principal, not as a nominee or agent, for investment purposes
      only, and not with a view to, or for, resale, distribution or
      fractionalization thereof in whole or in part and no other person has a
      direct or indirect beneficial interest in such Offered
      Securities.  Further, the Subscriber does not have any contract,
      undertaking, agreement or arrangement with any person to sell, transfer or
      grant participations to such person or to any third person, with respect
      to any of the Offered Securities.

            


    

    


    
      	
               
      

            	
              (b)

            	
              The
      Issuer has made available to the Subscriber various offering materials
      relating to the Issuer, and the Offered Securities, including, without
      limitation, the Issuer’s Private Placement Memorandum dated June 30, 2010
      (the “Memorandum”), and the Subscriber has had the opportunity to review
      the Memorandum, including the information set forth therein under the
      caption “Item IX.  Risk Factors” incorporated
      therein.

            


    

    


    
      	
               
      

            	
              (c)

            	
              The
      Subscriber acknowledges the Subscriber’s understanding that the offering
      and sale of the Offered Securities is intended to be exempt from
      registration under the Securities Act by virtue of Section 4(2) of the
      Securities Act of 1933, as amended (the “Securities Act”), and the
      provisions of Regulation D promulgated thereunder (“Regulation
      D”).  In furtherance thereof, the Subscriber represents and
      warrants to and agrees with the Issuer, and its respective affiliates as
      follows:

            


    

    


    
      	
               
      

            	
              (i)

            	
              The
      Subscriber realizes that the basis for the Regulation D exemption may not
      be present, if, notwithstanding such representations, the Subscriber has
      in mind merely acquiring any of the Offered Securities for a fixed or
      determinable period in the future, or for a market rise, or for sale if
      the market does not rise.  The Subscriber does not have any such
      intentions;

            


    

    


    
      	
               
      

            	
              (ii)

            	
              The
      Subscriber has the financial ability to bear the economic risk of the
      Subscriber’s investment, has adequate means for providing for the
      Subscriber’s current needs and personal contingencies and has no need for
      liquidity with respect to the Subscriber’s investment in the Issuer;
      and

            


    


    
      
         


      

      
        2

        
          

        

      

      
         


      

    


    
      	
               
      

            	
              (iii)

            	
              The
      Subscriber has such knowledge and experience in financial and business
      matters as to be capable of evaluating the merits and risks of the
      prospective investment.  If other than an individual, the
      Subscriber also represents it has not been organized for the purpose of
      acquiring the Offered Securities.

            


    

    


    
      	
               
      

            	
              (d)

            	
              The
      Subscriber represents and warrants to the Issuer as
    follows:

            


    

    


    
      	
               
      

            	
              (i)

            	
              If
      an individual, the Subscriber is 21 years of age or over; if a
      corporation, trust, limited liability company, partnership, unincorporated
      association or other entity, such Subscriber is authorized, empowered, and
      qualified to execute and deliver this Agreement and other transaction
      documents to which such Subscriber is a party and to purchase and hold the
      Offered Securities pursuant hereto;
and

            


    

    


    
      	
               
      

            	
              (ii)

            	
              The
      Subscriber has been given the opportunity for a reasonable time prior to
      the date hereof to ask questions of, and receive answers from, the Issuer
      or its representatives concerning the terms and conditions of the
      Offering, and other matters pertaining to this investment, and has been
      given the opportunity for a reasonable time prior to the date hereof to
      obtain such additional information in connection with the Issuer in order
      for the Subscriber to evaluate the merits and risks of purchase of the
      Offered Securities, to the extent the Issuer possesses such information or
      can acquire it without unreasonable effort or expense;
  and

            


    

    


    
      	
               
      

            	
              (iii)

            	
              The
      Subscriber has determined that the Offered Securities are a suitable
      investment for the Subscriber and that at this time the Subscriber can
      bear a complete loss of the Subscriber’s investment;
  and

            


    

    


    
      	
               
      

            	
              (iv)

            	
              The
      Subscriber realizes that it may not be able to resell readily any of the
      Offered Securities purchased hereunder because (A) there may only be a
      limited market, if any exists, for any of the Offered Securities and (B)
      none of the Offered Securities has been registered under the “blue sky”
      laws; and

            


    

    


    
      	
               
      

            	
              (v)

            	
              The
      Subscriber understands that the Issuer has the absolute right to refuse to
      consent to the transfer or assignment of the Offered Securities if such
      transfer or assignment does not comply with applicable state and federal
      securities laws; and

            


    

    


    
      	
               
      

            	
              (vi)

            	
              No
      representations or warranties have been made to the Subscriber by the
      Issuer, or any officer, employee, agent, affiliate or subsidiary of the
      Issuer, other than the representations of the Issuer in this Agreement;
      and

            


    


    
      
         


      

      
        3

        
          

        

      

      
         


      

    

    


    
      	
               
      

            	
              (vii)

            	
              Any
      information which the Subscriber has heretofore furnished to the Issuer
      with respect to the Subscriber’s financial position and business
      experience is correct and complete as of the date of this Agreement;
      and

            


    

    


    
      	
               
      

            	
              (viii)

            	
              The
      foregoing representations, warranties and agreements shall survive the
      sale of the Securities and acceptance by the Issuer of the Subscriber’s
      subscription.

            


    

    


    
      	 	
              (e)

            	
              Confidential
      Treatment.

            


    

    


    
      	
               
      

            	
              (i)

            	
              The
      Subscriber acknowledges that it has and will receive Confidential
      Information (as defined below) of significant value to the Issuer in
      connection with the purchase and ownership of the Offered Securities. The
      Subscriber shall at all times keep documents or other materials containing
      Confidential Information in a secure place, shall not use the Confidential
      Information for any purpose other than the evaluation of its investment in
      the Issuer, except as otherwise agreed to in a writing signed by the
      Issuer and shall not disclose any of the Confidential Information in any
      manner whatsoever, in whole or in part, to any person for any reason or
      purpose whatsoever except (A) if such Subscriber is required by a court of
      competent jurisdiction to so disclose after notice has been given to the
      Issuer and the Issuer has had an opportunity to oppose such disclosure or
      seek a protective order to the extent practicable, (B) to employees and
      representatives of such Subscriber, if any, who need to know such
      information in connection with such Subscriber's investment in the Issuer
      (“Necessary Agents”), provided that the Subscriber shall have informed
      each such Necessary Agent of the confidential nature of such information
      and obtained their agreement (the “Necessary Agent Confidentiality
      Agreement”) to hold all Confidential Information in strict confidence and
      not to use it for any purpose other than as permitted hereunder and shall
      ensure the performance by each Necessary Agent of such Necessary Agent
      Confidentiality Agreement.

            


    

    


    
      	
               
      

            	
              (ii)

            	
              “Confidential
      Information” means any and all information provided to the Subscriber by
      or on behalf of the Issuer in connection with the purchase and ownership
      of the Offered Securities or otherwise, except for information that the
      Subscriber can establish (A) is generally known to the public other than
      as a result of the breach by the Subscriber or any Affiliate of the
      Subscriber of an obligation of confidentiality to the Issuer, (B) was
      known by the Subscriber (as evidenced by written records) prior to its
      receipt by the Subscriber from the Issuer or (C) was disclosed to the
      Subscriber by a third party under no obligation of
    confidence.

            


    


    
      
         


      

      
        4

        
          

        

      

      
         


      

    

    


    (f)           Anti-Terrorism
and Money Laundering Activities.  (The Subscriber acknowledges that
the Company and European American Equities, Inc. (“European American”) are
required by Federal law to obtain, verify and record information that identifies
each person or entity who subscribes to purchase the Offered
Securities.  The Subscriber acknowledges and agrees that he, she or it
will furnish to the Company or European American upon request a copy of the
Subscriber’s identifying documents that will assist the Company or European
American to properly identify the Subscriber as required by Federal
law.  Such documents may include, without limitation, in the case of
an individual, the Subscriber’s driver’s license, passport or other appropriate
identifying documents or, in the case of a corporation, partnership or other
entity, a copy of such entity’s organizational documents and evidence of the
authority of the person executing this Agreement on behalf of such entity that
such person has full authority to execute and deliver this Agreement on behalf
of such entity and otherwise to act on behalf of such entity in connection with
such entity’s subscription for the Offered Securities.

    


    SECTION
4

    


    The
Issuer, jointly and severally, represents and warrants to the Subscriber as
follows:

    


    
      	
              4.1

            	
              Organization, Good
      Standing
      and Qualification. The Issuer is a corporation duly organized and
      validly existing under the laws of the State of Nevada and has all
      requisite power and authority to carry on its business as now conducted
      and as proposed to be conducted.  The Issuer is duly qualified
      to transact business and is in good standing in each jurisdiction in which
      the failure to so qualify would have a material adverse effect on the
      business or properties of the Issuer and its subsidiaries taken as a
      whole.  To its knowledge, the Issuer is not the subject of any
      pending or threatened investigation or administrative or legal proceeding
      by the Internal Revenue Service, the taxing authorities of any state or
      local jurisdiction, the Securities and Exchange Commission or the
      securities agency or commission of any state or local jurisdiction that
      has not been disclosed.

            


    

    


    
      	
              4.2

            	
              Authorization.  All
      action on the part of the Issuer and its officers, directors and
      shareholders, as applicable, necessary for the authorization, execution
      and delivery of this Agreement, the performance of all obligations of the
      Issuer hereunder and the authorization, issuance (or reservation for
      issuance) and delivery of the Offered Securities being sold by it
      hereunder have been taken, and this Agreement constitutes a valid and
      legally binding obligation of each of the Issuer, enforceable in
      accordance with its terms.

            


    

    


    
      	
              4.3

            	
              Valid Issuance of
      Securities. The Offered Securities, when issued, sold and delivered
      in accordance with the terms hereof for the consideration expressed
      herein, will be validly issued, and, based in part upon the
      representations of the Subscriber in this Agreement, will be issued in
      compliance with all applicable U.S. federal and state securities
      laws.

            


    


    
      
         


      

      
        5

        
          

        

      

      
         


      

    

    


    
      	
              4.4

            	
              Selling Efforts in
      Regard to this Transaction; No General Solicitation. The Offering
      is not part of a plan or scheme to evade the registration provisions of
      the Securities Act.  Neither the Issuer, nor any person or
      entity acting on behalf of the Issuer, has offered or sold any of the
      securities to be issued pursuant to this Agreement by any form of general
      solicitation or general advertising.  The Issuer has offered the
      securities for sale only to each Subscriber in this Offering and certain
      other “accredited investors” within the meaning of Rule 501 under the
      Securities Act.

            


    

    


    
      	
              4.5

            	
              No
      Conflicts.  The execution and delivery of this Agreement
      and the consummation of the issuance of the Offered Securities and the
      transactions contemplated by this Agreement do not and will not conflict
      with or result in a breach by the Issuer of any of the terms or provisions
      of, or constitute a default under, the certificate of incorporation or
      bylaws of the Issuer, or any indenture, mortgage, deed of trust or other
      material agreement or instrument to which the Issuer is a party or by
      which it or any of its properties or assets are bound, or any existing
      applicable decree, judgment or order of any court, Federal or State
      regulatory body, administrative agency or other governmental body having
      jurisdiction over the Issuer or any of its properties or
      assets.

            


    

    


    
      	
              4.6

            	
              Compliance with
      Laws. As of the date hereof, the conduct of the business of the
      Issuer complies in all material respects with all statutes, laws,
      regulations, ordinances, rules, judgments, orders or decrees applicable to
      it.  The Issuer has not received notice of any alleged violation
      of any statute, law, regulations, ordinance, rule, judgment, order or
      decree from any governmental authority. The Issuer shall comply with all
      applicable securities laws with respect to the sale of the Offered
      Securities.

            


    

    


    
      	
              4.7

            	
              Litigation.
      There is no action, suit or proceeding before or by any court or
      governmental agency or body, domestic or foreign, now pending or, to the
      knowledge of the Issuer, threatened, against or affecting the Issuer, or
      any of its properties, which could reasonably be expected to result in any
      material adverse change in the business, financial condition or results of
      operations of the Issuer, or which could reasonably be expected to
      materially and adversely affect the properties or assets of the
      Issuer.

            


    

    


    SECTION
5

    


    
      	
              5.1

            	
              Indemnity.  The
      Issuer agrees to indemnify and hold harmless the Subscriber, its officers
      and directors, employees and its affiliates and each other person, if any,
      who controls any thereof, against any loss, liability, claim, damage and
      expense whatsoever (including, but not limited to, any and all expenses
      whatsoever reasonably incurred in investigating, preparing or defending
      against any litigation commenced or threatened or any claim whatsoever)
      arising out of or based upon any false representation or warranty or
      breach or failure by the Issuer to comply with any covenant or agreement
      made by the Issuer herein or in any other document furnished by the Issuer
      to any of the foregoing in connection with this
    transaction.

            


    


    
      
         


      

      
        6

        
          

        

      

      
         


      

    

    


    
      	
              5.2

            	
              Registration
      Rights.  The Issuer covenants and agrees that, in
      connection with the closing of the next offering by the Issuer of
      securities in which the Issuer receives gross proceeds of at least $6
      million (a “Qualified Offering”), the Subscriber shall be granted, with
      respect to the Shares, registration rights under the Securities Act of
      1933, as amended, on substantially the same terms as those granted to the
      purchasers of the Issuer’s securities in the Qualified
      Offering.  In the event the Issuer grants any such registration
      rights to other persons or entities prior to the closing of a Qualified
      Offering, the Subscriber shall simultaneously be granted registration
      rights on substantially the same terms with respect to the
      Shares.

            


    

    


    
      
        
          	
                  5.3

                	
                  Modification.
      Neither
      this Agreement nor any provisions hereof shall be waived, amended,
      modified, discharged or terminated except by an instrument in writing
      signed by the party against whom any waiver, amendment, modification,
      discharge or termination is
sought.

                


        

      

    

    


    
      	
              5.4

            	
              Notices.  Any
      notice, demand or other communication that any party hereto may be
      required, or may elect, to give to anyone interested hereunder shall be in
      writing and shall be deemed given when (a) deposited, postage prepaid, in
      a United States mail letter box, registered or certified mail, return
      receipt requested, addressed to such address as may be given herein, or
      (b) delivered personally, to the other party hereto at their address set
      forth in this Agreement or such other address as a party hereto may
      request by notifying the other party
hereto.

            


    

    


    
      
        
          	
                  5.5

                	
                  Counterparts.
      This
      Agreement may be executed through the use of separate signature pages or
      in any number of counterparts, and each of such counterparts shall, for
      all purposes, constitute one agreement binding on all parties,
      notwithstanding that all parties are not signatories to the same
      counterpart.

                


        

      

    

    


    
      	
              5.6

            	
              Binding
      Effect.  Except as otherwise provided herein, this
      Agreement shall be binding upon and inure to the benefit of the parties
      and their heirs, executors, administrators, successors, legal
      representatives and assigns.  If the Subscriber is more than one
      person, the obligation of the Subscriber shall be joint and several and
      the agreements, representations, warranties and acknowledgments herein
      contained shall be deemed to be made by and be binding upon each such
      person and his heirs, executors, administrators and
      successors.

            


    

    


    
      	
              5.7

            	
              Entire
      Agreement.  The Exhibits attached hereto are hereby
      incorporated herein by reference.  This Agreement together with
      the Annex and Exhibits contains the entire agreement of the parties and
      there are no representations, covenants or other agreements except as
      stated or referred to herein.

            


    

    


    
      	
              5.8

            	
              Assignability.  This
      Agreement is not transferable or assignable by the Subscriber except as
      may be provided herein.

            


    


    
      
         


      

      
        7

        
          

        

      

      
         


      

    

    


    
      	
              5.9

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

            


    

    


    
      	
              5.10

            	
              Amendments.  The
      provisions of this Agreement may be amended at any time and from time to
      time, and particular provisions of this Agreement may be waived, with and
      only with an agreement or consent in writing signed by the Issuer and by
      the Subscribers holding more than fifty percent (50%) of the aggregate
      principal amount of the outstanding Notes as of the date of such amendment
      or waiver.

            


    

    


    
      	
              5.11

            	
              Neutral Gender.
      The use in this Agreement of words in the male, female or neutral gender
      is for convenience only and shall not affect or control any provisions of
      this Agreement.

            


    

    


    
      	
              5.12

            	
              Captions.   The
      Section headings contained in this Agreement are for reference purposes
      only and shall not affect in any way the meaning or interpretation of this
      Agreement.

            


    


    
      
         


      

      
        8

        
          

        

      

      
         


      

    


    
      	
              A.

            	
              SUBSCRIPTION:

            


    

    


    Principal
Amounts of Notes    =
   $___________.

    


    
      	
              B.

            	
              MANNER
      IN WHICH TITLE IS TO BE HELD  (Please check One):

            


    

    


    
      
        
          
            
              
                	
                        1.

                      	
                         ̈

                      	
                        Individual

                      	 
      	
                        7.

                      	
                         ̈

                      	
                        Trust/Estate/Pension
      or

                      
	 
      	 
      	 
      	 
      	 
      	 
      	
                        Profit
      Sharing Plan, and

                      
	 
      	 
      	 
      	 
      	 
      	 
      	
                        Date
      Opened: _________________

                      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	
                        2.

                      	
                         ̈

                      	
                        Joint
      Tenants with Rights

                      	 
      	
                        8.

                      	
                         ̈

                      	
                        As
      a Custodian for _____________

                      
	 
      	 
      	
                        of  Survivorship

                      	 
      	 
      	 
      	
                        _____________________________

                      
	 
      	 
      	 
      	 
      	 
      	 
      	
                        UGMA
      ____________ (State)

                      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	
                        3.

                      	
                         ̈

                      	
                        Community
      Property

                      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	
                        4.

                      	
                         ̈

                      	
                        Tenants
      in Common

                      	 
      	
                        9.

                      	
                         ̈

                      	
                        Married
      with Separate Property

                      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	
                        5.

                      	
                         ̈

                      	
                        Corporation/Partnership

                      	 
      	
                        10.

                      	
                         ̈

                      	
                        Keogh

                      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	
                        6.

                      	
                         ̈

                      	
                        IRA

                      	 
      	
                        11.

                      	
                         ̈

                      	
                        Tenants
      by the
Entirety

                      


              

            

          

        

      

    

    


    
      
        	
                12.

              	
                Other

              	 
      


      

    

    


    
      	
              C.

            	
              ACCREDITED
      INVESTOR REPRESENTATION:

            


    

    


    Subscriber
must complete and sign the Accredited Investor Questionnaire attached as Annex A
to this Agreement.


    
      
         


      

      
        9

        
          

        

      

      
         


      

    


    
      	
              D.

            	
              TITLE:

            


    

    


    PLEASE
GIVE THE EXACT AND COMPLETE NAME IN WHICH TITLE TO THE SECURITIES ARE TO BE
HELD:
_____________________________________________________________________________________________
_________________________________________________________________________________________________

    _________________________________________________________________________________________________

    


    IN
WITNESS WHEREOF, the Subscriber has executed this Agreement on the _______ day
of _________, 2010.

    


    
      	
              Signature:
      __________________________________________

            	 
      	
              Signature:
      ____________________________________

            
	
              Name:
      _____________________________________________

            	
                

            	
              Name:
      _______________________________________

            


    

    
      Title
(if   applicable)
_____________________________________________________________________________

    


    Street
Address:

    City:
_____________________________________     State:
_______________________  Zip: ______________________

    Telephone:
(_______)
________________________________________________________________________________

    Email
Address:
______________________________________________________________________________________

    Social
Securities or Federal Tax ID No.:
___________________________________________________________________

    


    ***DO  NOT  WRITE  BELOW  DOTTED  LINE***

    
      
        

      

    

    


    ACCEPTED
ON BEHALF OF THE ISSUER:

    


    COLOMBIA
CLEAN POWER & FUELS, INC.

    


    
      
        
          
            	
                    By:

                  	 
      	 
      	
                    Principal
      Amount of Notes:

                  	
                    $_________________

                  
	 
      	
                    Name:    Edward
      Mooney

                  	 
      	
                    No.
      of  Investor

                  	 
      


          

        

      

    

    


    Warrants:                                          

    III.          Title:  Chief
Executive Officer


    
      
         


      

      
        10

        
          

        

      

      
         


      

    


    ANNEX A

    


    
      ACCREDITED
INVESTOR QUESTIONNAIRE

    

    


    
      	
              A

            	
              APPLICABLE TO INDIVIDUALS
      ONLY.  Please answer the following questions concerning
      your financial condition as an “accredited investor” (within the meaning
      of Rule 501 of Regulation D).  If the Investor is more than one
      individual, each individual must initial an answer where the question
      indicates a “yes” or “no” response, indicating to which individual it
      applies.  The Investor must answer “yes” in response to question
      1, 2 or 3 below to be considered an “accredited investor.”  If
      the Investor is purchasing jointly with his or her spouse, one answer may
      be indicated for the couple as a
whole:

            


    

    


    
      	
               
      

            	
              1.

            	
              Does
      your net worth*, or joint net worth with your spouse, exceed
      $1,000,000?

            


    

    


    
      	
               
      

            	
              Yes______                No______

            


    

    


    
      	
               
      

            	
              2.

            	
              Did
      you have an individual income ** in excess of $200,000, or joint income
      together with your spouse in excess of $300,000, in each of the two most
      recent years (2008 and 2009) and do you reasonably expect to reach the
      same income level in the current year
(2010)?

            


    

     

    
      	
              V.

            	
              Yes______                No______

            


    

     

    
      	
               
      

            	
              3.

            	
              Are
      you an executive officer or director of Colombia Clean Power & Fuels,
      Inc.?

            


    

     

    
      	
              VI.

            	
              Yes______                No______

            


    

     

    
      	
              *

            	
              For
      purposes hereof net worth shall be deemed to include ALL of
      your  assets, liquid or illiquid, other than the value of your
      primary residence, MINUS any
liabilities.

            


    

    


    
      
        	
                **

              	
                For
      purposes hereof the term “income” is not limited to “adjusted gross
      income” as that term is defined for federal income tax purposes, but
      rather includes certain items of income which are deducted in computing
      “adjusted gross income.”  For investors who are salaried
      employees, the gross salary of such investor, minus any significant
      expenses personally incurred by such investor in connection with earning
      the salary, plus any income from any other source including unearned
      income, is a fair measure of “income” for purposes hereof.  For
      investors who are self-employed, “income” is generally construed to mean
      total revenues received during the calendar year minus significant
      expenses incurred in connection with earning such
  revenues.

              


      

    


    
      
         


      

      
        A-1

        
          

        

      

      
         


      

    

    


    
      	
              B.

            	
              APPLICABLE TO CORPORATIONS,
      PARTNERSHIPS AND OTHER ENTITIES
ONLY:

            


    

    


    The
Investor is an accredited investor because the Investor falls within at least
one of the following categories (Check all appropriate lines):

    


    
      
        
          
            	 
      	
                    ______

                  	
                    (i)
      a bank as defined in Section 3(a)(2) of the Securities Act or a savings
      and loan association or other institution as defined in Section 3(a)(5)(A)
      of the Securities Act whether acting in its individual or fiduciary
      capacity;

                  
	 
      	 
      	 
      
	 
      	
                    ______

                  	
                    (ii)
      a broker-dealer registered pursuant to Section 15 of the Securities
      Exchange Act of 1934, as amended;

                  
	 
      	 
      	 
      
	 
      	
                    ______

                  	
                    (iii)
      an insurance company as defined in Section 2(13) of the Securities
      Act;

                  
	 
      	 
      	 
      
	 
      	
                    ______

                  	
                    (iv)
      an investment company registered under the Investment Company Act of 1940,
      as amended (the “Investment Company Act”) or a business development
      company as defined in Section 29(a)(48) of the Investment Company
      Act;

                  
	 
      	 
      	 
      
	 
      	
                    ______

                  	
                    (v)
      a Small Business Investment Company licensed by the U.S. Small Business
      Administration under Section 301(c) or (d) of the Small Business
      Investment Act of 1958, as amended;

                  
	 
      	 
      	 
      
	 
      	
                    ______

                  	
                    (vi)
      a plan established and maintained by a state, its political subdivisions,
      or any agency or instrumentality of a state or its political subdivisions,
      for the benefit of its employees, where such plan has total assets in
      excess of $5,000,000;

                  
	 
      	 
      	 
      
	 
      	
                    ______

                  	
                    (vii)
      an employee benefit plan within the meaning of Title 1 of the Employee
      Retirement Income Security Act of 1974, as amended (“ERISA”), where the
      investment decision is made by a plan fiduciary, as defined in Section
      3(21) of ERISA, which is either a bank, savings and loan association,
      insurance company, or registered investment adviser, or an employee
      benefit plan that has total assets in excess of $5,000,000, or a
      self-directed plan the investment decisions of which are made solely by
      persons that are accredited investors;

                  
	 
      	 
      	 
      
	 
      	
                    ______

                  	
                    (viii)
      a private business development company, as defined in Section 202(a)(22)
      of the Investment Advisers Act of 1940, as amended;

                  
	 
      	 
      	 
      
	 
      	
                    ______

                  	
                    (ix)
      an organization described in Section 501(c)(3) of the Internal Revenue
      Code, a corporation, a Massachusetts or similar business trust, or a
      partnership, not formed for the specific purpose of acquiring the
      securities offered, with total assets in excess of
    $5,000,000;

                  


          

        

      

    


    
      
         


      

      
        A-2

        
          

        

      

      
         


      

    

    


    
      
        
          	 
      	
                  ______

                	
                  (x)
      a trust, with total assets in excess of $5,000,000, not formed for the
      specific purpose of acquiring the securities offered, whose purchase is
      directed by a “sophisticated” person, who has such knowledge and
      experience in financial and business matters that he is capable of
      evaluating the merits and risks of the prospective
    investment;

                
	 
      	 
      	 
      
	 
      	
                  ______

                	
                  (xi)
      an entity in which all of the equity investors are persons or entities
      described above (“accredited investors”).  ALL EQUITY OWNERS MUST COMPLETE
      PART “A” ABOVE.

                


        

      

    

    


    
      	 
      	
              Subscriber(s):

            
	 
      	 
      
	 
      	 
      
	 
      	
              Signature
      of Subscriber

            
	 
      	 
      
	 
      	 
      
	 
      	
              Print
      Name of Subscriber

            
	 
      	 
      
	 
      	 
      
	 
      	
              Signature
      of Co-Subscriber (if any)

            
	 
      	 
      
	 
      	 
      
	 
      	
              Print
      Name of Co-Subscriber

            


    


    
      
         


      

      
        A-3