Colombia
Energy Resources, Inc.


 


2010
Equity Incentive Plan


 


Adopted and Effective as of May 12, 2010,
as Amended August 31, 2011, and January 31, 2012


 



    	 



    	 



    

 


COLOMBIA ENERGY RESOURCES, Inc.



2010 Equity Incentive Plan


 


1.           Purpose
of the Plan.


 


This Colombia Energy
Resources, Inc. 2010 Equity Incentive Plan, as amended, is intended to promote the interests of the Company and its shareholders
by providing the Company’s officers, directors, employees and consultants, on whose judgment, initiative and efforts the
successful conduct of the business of the Company depends, and who are responsible for the management, growth and protection of
the business, with appropriate incentives and rewards to encourage them to continue in the employ of the Company and to maximize
their performance.


 


2.           Definitions.


 


As used in the Plan,
the following definitions apply to the terms indicated below:


 


(a)          “Board”
shall mean the Board of Directors of the Company.


 


(b)          “Cause,”
when used in connection with the termination of a Participant’s employment, shall mean (i) to the extent that there is
an employment agreement governing the relationship between the Participant and the Company which contains a definition of
“cause”, cause shall consist of those acts or omissions which would constitute cause under such agreement,
otherwise cause shall mean the termination of the Participant’s employment on account of: (ii) the willful and
continued failure by the Participant substantially to perform his or her duties and obligations to the Company (other than
any such failure resulting from incapacity due to physical or mental illness), (iii) the willful violation by the Participant
of (A) any federal or state law or (B) any rule of the Company, which violation would materially reflect on the
Participant’s character, competence or integrity, (iv) a breach by a Participant of the Participant’s duty of
loyalty to the Company such as Participant’s solicitation of customers or employees of the Company on behalf of any
other Person, (v) the Participant’s unauthorized removal from the Company’s premises of any document (in any
medium or form) relating to the Company, its business or its customers, provided, however, that no such removal shall
be deemed “unauthorized” if it is in furtherance of an individual’s duties and obligations to the Company
and such removal is a common practice at the Company, (vi) the Participant’s unauthorized disclosure to any Person of
any confidential information regarding the Company, or (vii) the willful engaging by the Participant in any other
misconduct which is materially injurious to the Company. For purposes of this Section 2(b), no act, or failure to act, on a
Participant’s part shall be considered “willful” unless done, or omitted to be done, by the Participant in
bad faith and without reasonable belief that the action or omission was in the best interests of the Company. Any rights the
Company may have hereunder in respect of the events giving rise to Cause shall be in addition to the rights the Company may
have under any other agreement with the Participant or at law or in equity. If, subsequent to the termination of a
Participant’s employment without Cause, it is determined by the Board of Directors that the Participant’s
employment could have been terminated for Cause, such Participant’s employment shall, at the election of the Committee
in its sole discretion, be deemed to have been terminated for Cause.


 



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(c)          “Code”
shall mean the Internal Revenue Code of 1986, as amended.


 


(d)          “Committee”
shall mean the Compensation Committee of the Board; provided, however, that if the Company is subject to the Exchange Act,
the Compensation Committee shall not take any action under the Plan unless it is at all times composed solely of not less than
two “Non-Employee Directors” within the meaning of Rule 16b-3, as promulgated under the Securities Exchange Act of
1934, as amended. In the event the Board has not established a Compensation Committee or that the Compensation Committee is not
composed of at least two Non-Employee Directors when the Company is subject to the Exchange Act, or, in the event the Committee
is unable to act, the Board shall take any and all actions required or permitted to be taken by the Committee under the Plan and
shall serve as the Committee.


 


(e)          “Company”
shall mean Colombia Energy Resources, Inc., a Delaware corporation.


 


(f)          “Company
Stock” shall mean the common stock, par value $0.001 per share, of the Company.


 


(g)          “Disability”
shall mean any physical or mental condition as a result of which a Participant is disabled within the meaning of Section 422(c)(6)
of the Code.


 


(h)          “Exchange
Act” shall mean the Securities Exchange Act of 1934, as amended.


 


(i)          “Fair
Market Value” with respect to a share of Company Stock on any relevant date shall be determined in accordance with the following
provisions:


 


(1)         If
Company Stock is publicly traded, “Fair Market Value” shall be determined as of the last business day for which the
prices or quotes discussed in this sentence are available prior to such date and shall mean (i) the closing selling price per share
on that date of the Company Stock on the principal national securities exchange on which the Company Stock is traded, if the Company
Stock is then traded on a national securities exchange; or (ii) the closing selling price per share on that date of the Company
Stock on the NASDAQ National Market List, if the Company Stock is not then traded on a national securities exchange; or (iii) the
closing bid price per share last quoted on that date by an established quotation service for over-the-counter securities, if the
Company Stock is not reported on the NASDAQ National Market List.


 


(2)         If
Company Stock is not publicly traded, “Fair Market Value” shall be determined by the Board of Directors in its good
faith best judgment or by an independent appraisal that meets the requirements of Section 401(a)(28)(C) of the Code and the regulations
thereunder as of a date that is no more than twelve months before such date.


 


(j)            “Incentive
Award” shall mean an Option, a SAR, a Restricted Stock, a Stock Bonus Award, or a Restricted Stock Unit granted pursuant
to the terms of the Plan.


 



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(k)            “Incentive
Stock Option” shall mean an Option that is an “incentive stock option” within the meaning of Section 422 of the
Code and that is identified as an Incentive Stock Option in the agreement by which it is evidenced.


 


(l)            “Issue
Date” shall mean the date established by the Committee or the Board on which certificates representing shares of Restricted
Stock shall be issued by the Company pursuant to the terms of Section 8(d)


hereof.


 


(m)         “Non-Qualified
Stock Option” shall mean an Option that is not an Incentive Stock Option.


 


(n)         “Option”
shall mean an option to purchase shares of Company Stock granted pursuant to Section 6


hereof. Each Option, or portion thereof, shall be identified as either an Incentive Stock Option or a
Non-Qualified Stock Option in the agreement by which such Option is evidenced.


 


(o)         “Participant”
shall mean an employee, officer or director of the Company or any subsidiary of the Company or a consultant to the Company or any
subsidiary of the Company selected to participate in the Plan and to whom an Incentive Award is granted pursuant to the Plan, and,
upon his or her death, that Person’s successors, heirs, executors and administrators, as the case may be.


 


(p)         “Person”
shall mean a “person,” such as term is used in Sections 13(d) and 14(d) of the Exchange Act.


 


(q)         “Plan”
shall mean this Colombia Energy Resources, Inc. 2010 Equity Incentive Plan, as it may be amended from time to time.


 


(r)         “Restricted
Stock” shall mean a share of Company Stock that is granted pursuant to the terms of Section 8


hereof and that is subject to the restrictions set forth in Section 8(c)


hereof for as long as such restrictions continue to apply to such share.


 


(s)         “Restricted
Stock Unit” shall mean a grant of a restricted stock unit payable in shares of Company Stock pursuant to Section 10


hereof.


 


(t)         “Retirement”
shall mean a Participant’s termination of employment (other than by reason of death or Disability and other than a termination
that is (or is deemed to have been) for Cause) on or after the later of (i) the date the Participant attains age 65 and (ii) the
date the Participant has completed ten years of service with the Company.


 


(u)          “Securities
Act” shall mean the Securities Act of 1933, as amended.


 


(v)         “SAR”
shall mean a stock appreciation right granted pursuant to Section 7


hereof.


 


(w)        “Stock
Bonus” shall mean a grant of a bonus payable in shares of Company Stock pursuant to Section 9


hereof.


 



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(x)          “Vesting
Date” shall mean the date and/or dates established by the Board on which an Incentive Award may vest. In the absence of provisions
in an individual grant agreement to the contrary, Options shall vest ratably over a four (4) year period, with twenty-five percent
(25%) vesting on the first anniversary of the grant date (the “initial vesting date”) and twenty-five percent (25%)
vesting on each of the proceeding three (3) anniversaries of the initial vesting date.


 


3.           Stock
Subject to the Plan.


 


(a)          Plan
Awards.


 


Under the Plan, the
Board may, in its sole and absolute discretion, grant any or all of the following types of Incentive Awards to a Participant: an
Option, a SAR, a Restricted Stock, a Stock Bonus Award, or a Restricted Stock Unit.


 


(b)          Individual
Awards.


 


Incentive Awards granted
under the Plan may be made up entirely of one type of Incentive Award or any combination of types of Incentive Awards available
under the Plan, in the Board’s sole discretion.


 


(c)          Aggregate Plan Share Reserve.


 


The total number of
shares of Company Stock available for grants of Incentive Awards under the Plan shall be 6,133,334, subject
to adjustment in accordance with Section 11 of the Plan. These shares may be either authorized but unissued shares,
newly-issued shares or reacquired shares of Company Stock. If an Incentive Award or portion thereof shall expire or terminate
for any reason without having been exercised in full, the unexercised shares covered by such Incentive Award shall be
available for future grants of Incentive Awards under the Plan.


 


4.            Administration
of the Plan.


 


The Plan shall be administered
by the Committee; provided, however, that the Board alone shall have the authority to, from time to time, designate the
employees, officers and directors of the Company or any subsidiary of the Company or consultants to the Company or any subsidiary
of the Company who shall be granted Incentive Awards and the amount and type of such Incentive Awards.


 


Otherwise, the Committee
shall have the full authority and discretion to administer the Plan, including authority to interpret and construe any provision
of the Plan and the terms of any Incentive Award issued under the Plan. The Committee may also adopt any rules and regulations
for administering the Plan as it may deem necessary or appropriate. Decisions of the Committee shall be final and binding on all
parties.


 



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The Committee may,
in its absolute discretion, without amendment to the Plan, (i) accelerate the date on which any Option or SAR granted under the
Plan becomes exercisable or otherwise adjust any of the terms of such Option or SAR (except that no such adjustment shall, without
the consent of a Participant, reduce the Participant’s rights under any previously granted and outstanding Incentive Award),
(ii) accelerate the Vesting Date or Issue Date of any share of Restricted Stock issued under the Plan, or waive any condition imposed
thereunder, (iii) accelerate the Vesting Date of any Restricted Stock Unit granted under the Plan, or waive any condition imposed
thereunder and (iv) otherwise adjust or waive any condition imposed on any Incentive Award made hereunder; provided, however,
that the Committee shall not take any action which would cause any Incentive Award to become subject to taxation under Section
409A of the Code.


 


In addition, the Board
may, in its absolute discretion and without amendment to the Plan, grant Incentive Awards of any type to Participants on the condition
that such Participants surrender to the Committee for cancellation such other Incentive Awards of the same or any other type (including,
without limitation, Incentive Awards with higher exercise prices or values) as the Committee specifies; provided, however,
that (i) the number of any such replacement Incentive Awards does not exceed the number of cancelled Incentive Awards to which
they relate, (ii) the exercise price (if any) of such replacement Incentive Awards is different than the exercise price of the
cancelled Incentive Awards to which they relate, and (iii) such replacement Incentive Awards are granted in compliance with the
terms of the Plan and are not, and would not cause any other Incentive Award to become, subject to taxation under Section 409A
of the Code. Notwithstanding Section 3(c) herein, prior to the surrender of such other Incentive Awards, Incentive Awards granted
pursuant to the preceding sentence of this Section 4 shall not count against the limit set forth in such Section 3(c).


 


Whether an authorized
leave of absence, or absence in military or government service, shall constitute termination of employment shall be determined
by the Committee, subject to applicable laws.


 


No member of the Committee
shall be liable for any action, omission or determination relating to the Plan, and the Company (and any affiliate that may adopt
the Plan), jointly and severally, shall indemnify and hold harmless each member of the Committee and each other director or employee
of the Company (or affiliate) to whom any duty or power relating to the administration or interpretation of the Plan has been delegated
against any cost or expense (including counsel fees) or liability (including any sum paid in settlement of a claim with the approval
of the Committee) arising out of any action, omission or determination unless such action, omission or determination was taken
or made by such member, director or employee in bad faith and without reasonable belief that it was in the best interests of the
Company and its affiliates, as the case may be.


 


5.           Eligibility.


 


The Persons who shall
be eligible to receive Incentive Awards pursuant to the Plan shall be those employees, officers and directors of the Company or
any subsidiary of the Company or consultants to the Company or any subsidiary of the Company who are responsible for the management,
growth and protection of the business of the Company; provided, however, that only employees of the Company or any subsidiary
of the Company shall be eligible to receive Incentive Awards consisting of Incentive Stock Options.


 



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6.           Stock
Option Awards.


 


The Board may grant
Options pursuant to the Plan. Such Options shall be evidenced by agreements in such form as the Committee shall from time to time
approve. Options shall comply with and be subject to the following terms and conditions:


 


(a)           Identification of Options.


 


All Options granted
under the Plan shall be clearly identified in the agreement evidencing such Options as either Incentive Stock Options or as Non-Qualified
Stock Options or a combination of both.


 


(b)           Exercise Price.


 


The exercise price
of any Option granted under the Plan shall be such price as the Board shall determine; provided, however, that such price
shall be not less than 100% of the Fair Market Value of a share of Company Stock on the date on which such Option is granted; and,
provided, further, that such price may not be less than the minimum price required by law.


 


(c)           Term and Exercise of Options.


 


(i)          Each
Option shall be exercisable on such date or dates, during such period, and for such number of shares of Company Stock as shall
be determined by the Board on the day on which such Option is granted and set forth in the Option agreement with respect to such
Option; provided, however, that no Option shall be exercisable after the expiration of ten years from the date such Option
was granted; and, provided, further, that each Option shall be subject to earlier termination, expiration or cancellation
as provided in the Plan.


 


(ii)         Each
Option shall be exercisable in whole or in part. The partial exercise of an Option shall not cause the expiration, termination
or cancellation of the remaining portion thereof. Upon the partial exercise of an Option, the agreement evidencing such Option,
marked with such notations as the Committee may deem appropriate to evidence such partial exercise, shall be returned to the Participant
exercising such Option together with the delivery of the certificates described in Section 6(e)


hereof.


 


(iii)        An
Option shall be exercised by delivering a written notice to the Company’s principal office to the attention of its Secretary.
Such notice shall specify the number of shares of Company Stock with respect to which the Option is being exercised, shall be signed
by the Participant, and shall be accompanied by the agreement (or agreements) evidencing the Option and payment in full of the
applicable exercise price for shares of Company Stock purchased in any combination of the forms specified below:


 


(A)         in
cash, by certified check, bank cashier’s check or wire transfer;


 


(B)         subject
to the approval of the Committee, in shares of Company Stock owned by the Participant and valued at their Fair Market Value on
the date of such exercise;


 



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(C)         subject
to the approval of the Committee, pursuant to a “cashless exercise” pursuant to procedures adopted by the Committee
whereby the Participant, by a properly written notice, directs (a) an immediate market sale or margin loan respecting all or a
part of the shares of Company Stock to which the Participant is entitled upon exercise pursuant to an extension of credit by the
Company to the Participant of the exercise price, (b) the delivery of the shares of the Company Stock from the Company directly
to the brokerage firm, and (c) the delivery of the exercise price from the sale or margin loan proceeds from the brokerage firm
directly to the Company; or


 


(D)         such
other methods as the Committee may approve, from time to time.


 


Any payments in shares of Company Stock
shall be effected by the delivery of such shares to the Secretary of the Company, duly endorsed in blank or accompanied by stock
powers duly executed in blank, together with any other documents and evidences as the Secretary of the Company shall require from
time to time


 


(d)          Nonassignability.


 


During the lifetime
of a Participant, each Option granted to him or her shall be exercisable only by him or her. No Option shall be assignable or transferable
otherwise than by will or by the laws of descent and distribution.


 


(e)           Issuance of Certificates.


 


Certificates for
shares of Company Stock purchased upon the exercise of an Option shall be issued in the name of the Participant or his or her beneficiary,
as the case may be, and delivered to the Participant or his or her beneficiary, as the case may be, as soon as practicable following
the date on which the Option is exercised.


 


(f)           Limitations on Grant of Incentive
Stock Options.


 


(i)          The
aggregate Fair Market Value of shares of Company Stock with respect to which Incentive Stock Options granted hereunder are exercisable
for the first time by a Participant during any calendar year under the Plan and any other stock option plan of the Company (or
any “subsidiary corporation” of the Company within the meaning of Section 424 of the Code) shall not exceed $100,000.
Such Fair Market Value shall be determined as of the date on which each such Incentive Stock Option is granted. In the event that
the aggregate Fair Market Value of shares of Company Stock with respect to such Incentive Stock Options exceeds $100,000, then
Incentive Stock Options granted hereunder to such Participant shall, to the extent and in the order in which they were granted,
automatically be deemed to be Non-Qualified Stock Options, but all other terms and provisions of such Incentive Stock Options shall
remain unchanged.


 



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(ii)         No
Incentive Stock Option may be granted to an individual if, at the time of the proposed grant, such individual owns stock possessing
more than 10% of the total combined voting power of all classes of stock of the Company or any of its "subsidiary corporations"
(within the meaning of Section 424 of the Code), unless (I) the exercise price of such Incentive Stock Option is at least 110%
of the Fair Market Value of a share of Company Stock at the time such Incentive Stock Option is granted and (II) such Incentive
Stock Option is not exercisable after the expiration of five years from the date such Incentive Stock Option is granted.


 


(iii)        No
Incentive Stock Option may be granted to an individual if, at the time of the proposed grant, such individual is not an employee
of the Company.


 


(g)          Effect of
Termination of Employment.


 


(i)          In
the event the employment or engagement of a Participant with the Company shall terminate (as determined by the Committee in its
sole discretion) for any reason other than Retirement, Disability, death or for Cause, (A) Options granted to such Participant,
to the extent that they were exercisable at the time of such termination, shall remain exercisable until 90 days after the date
of such termination, on which date they shall expire, and (B) Options granted to such Participant, to the extent that they were
not exercisable at the time of such termination, shall expire at the close of business on the date of such termination; provided,
however, that no Option shall be exercisable after the expiration of its term.


 


(ii)         In
the event that the employment or engagement of a Participant with the Company shall terminate on account of the Retirement, Disability
or death of the Participant, (A) Options granted to such Participant, to the extent that they were exercisable at the time of such
termination, shall remain exercisable until the expiration of their term and (B) Options granted to such Participant, to the extent
that they were not exercisable at the time of such termination, shall expire at the close of business on the date of such termination.
The effect of exercising any Incentive Stock Option on a day that is more than 90 days after the date of such termination (or,
in the case of a termination of employment on account of Disability, on a day that is more than one year after the date of such
termination) will be to cause such Incentive Stock Option to be treated as a Non-Qualified Stock Option.


 


(iii)        In
the event of the termination of a Participant’s employment for Cause, all outstanding Options (vested or unvested) granted
to such Participant shall automatically expire at the commencement of business as of the date of such termination.


 


7.           SARs.


 


The Board may grant
SARs pursuant to the Plan, which SARs shall be evidenced by agreements in such form as the Committee shall from time to time approve.
SARs shall comply with and be subject to the following terms and conditions:


 


(a)          Exercise Price.


 


The exercise price
of any SAR granted under the Plan shall be such price as the Board shall determine; provided, however, that such price shall
be not less than 100% of the Fair Market Value of a share of Company Stock on the date on which such SAR is granted; and, provided,
further, that such price may not be less than the minimum price required by law.


 



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(b)          Benefit Upon Exercise.


 


(i)          The
exercise of a SAR with respect to any number of shares of Company Stock shall entitle a Participant to a cash payment, for each
such share, equal to the excess of (A) the Fair Market Value of a share of Company Stock on the exercise date over (B) the exercise
price of the SAR (subject to applicable withholding payment requirements).


 


(ii)         All
payments under this Section 7(b)


shall be made as soon as practicable, but in no event later than five business days, after the date of
the exercise.


 


(c)          Term and
Exercise of SARs.


 


(i)          Each
SAR shall be exercisable on such date or dates, during such period, and for such number of shares of Company Stock as shall be
determined by the Board and set forth in the SAR agreement with respect to such SAR; provided, however, that no SAR shall
be exercisable after the expiration of ten years from the date such SAR was granted; and provided, further, that each SAR
shall be subject to earlier termination, expiration or cancellation as provided in the Plan.


 


(ii)         Each
SAR may be exercised in whole or in part. The partial exercise of a SAR shall not cause the expiration, termination or cancellation
of the remaining portion thereof. Upon the partial exercise of a SAR, the agreement evidencing such SAR, marked with such notations
as the Committee may deem appropriate to evidence such partial exercise, shall be returned to the Participant exercising such SAR
together with the payment described in Section 7(b)


or 7(b)(ii)


hereof.


 


(iii)        A
SAR shall be exercised by delivering written notice to the Company’s principal office, to the attention of its Secretary.
Such notice shall be accompanied by the applicable agreement (or agreements) evidencing the SAR, shall specify the number of shares
of Company Stock with respect to which the SAR is being exercised, and shall be signed by the Participant. The date upon which
such written notice is received by the Company shall be the exercise date for the SAR.


 


(iv)        During
the lifetime of a Participant, each SAR granted to him or her shall be exercisable only by him or her. No SAR shall be assignable
or transferable otherwise than by will or by the laws of descent and distribution.


 


(d)          Termination
of Employment.


 


(i)          In
the event that the employment of a Participant with the Company shall terminate (as determined by the Committee in its sole discretion)
for any reason other than Retirement, Disability, death or for Cause, (A) SARs granted to such Participant, to the extent that
they were exercisable at the time of such termination, shall remain exercisable until the 30th day after such termination, on which
date they shall expire and (B) SARs granted to such Participant, to the extent that they were not exercisable at the time of such
termination, shall expire at the close of business on the date of such termination; provided, however, that no SAR shall
be exercisable after the expiration of its term.


 



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(ii)         In
the event that the employment of a Participant with the Company shall terminate on account of the Retirement, Disability or death
of the Participant, (A) SARs granted to such Participant, to the extent that they were exercisable at the time of such termination,
shall remain exercisable until the expiration of their term and (B) SARs granted to such Participant, to the extent that they were
not exercisable at the time of such termination, shall expire at the close of business on the date of such termination.


 


(iii)        In
the event of the termination of the Participant’s employment for Cause, all outstanding SARs granted to such Participant
shall automatically expire at the commencement of business as of the date of such termination.


 


(e)          Tandem SARs.


 


SARs may be granted
in tandem with Options (or on a stand-alone basis). To the extent SARs are granted in tandem with Options and SARs are exercised,
the related Options shall be cancelled. Similarly, if and to the extent the Options are exercised, the related SARs shall be cancelled.


 


8.           Restricted
Stock.


 


The Board may grant
shares of Restricted Stock pursuant to the Plan. Each grant of shares of Restricted Stock shall be evidenced by an agreement in
such form as the Committee shall from time to time approve. Each grant of shares of Restricted Stock shall comply with and be subject
to the following terms and conditions:


 


(a)          Issue Date and Vesting Date.


 


At the time of the
grant of shares of Restricted Stock, the Board shall establish an Issue Date or Issue Dates and a Vesting Date or Vesting Dates
with respect to such shares. The Board may divide such shares into classes and assign a different Issue Date and/or Vesting Date
for each class. Except as provided in Sections 8(c) and 8(f) hereof, upon the occurrence of the Issue Date with respect to a share
of Restricted Stock, a share of Restricted Stock shall be issued in accordance with the provisions of Section 8(d) hereof. Provided
that all conditions to the vesting of a share of Restricted Stock imposed pursuant to Section 8(b) hereof are satisfied, and except
as provided in Sections 8(c) and 8(f) hereof, upon the occurrence of the Vesting Date with respect to a share of Restricted Stock,
such share shall vest and the restrictions of Section 8(c) hereof shall cease to apply to such share.


 


(b)          Conditions to Vesting.


 


At the time of the
grant of shares of Restricted Stock, the Board may impose such restrictions or conditions, not inconsistent with the provisions
hereof, to the vesting of such shares as it, in its absolute discretion, deems appropriate. By way of example and not by way of
limitation, the Board may require, as a condition to the vesting of any shares of Restricted Stock, that the Participant or the
Company achieve such performance criteria as the Board may specify at the time of the grant of such shares.


 



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(c)          Restrictions
on Transfer Prior to Vesting.


 


Prior to the vesting
of a share of Restricted Stock, no transfer of a Participant’s rights to such share, whether voluntary or involuntary, by
operation of law or otherwise, shall vest the transferee with any interest, or right in, or with respect to, such share, but immediately
upon any attempt to transfer such rights, such share, and all the rights related thereto, shall be forfeited by the Participant
and the transfer shall be of no force or effect.


 


(d)          Issuance
of Certificates.


 


(i)          Except
as provided in Sections 8(c) or 8(f) hereof, reasonably promptly after the Issue Date with respect to shares of Restricted
Stock, the Company shall cause to be issued a stock certificate, registered in the name of the Participant to whom such
shares were granted, evidencing such shares; provided, however, that the Company shall not cause to be issued such
stock certificate unless it has received a stock power duly endorsed in blank with respect to such shares. Each such stock
certificate shall bear the following legend:


 


THE TRANSFERABILITY OF THIS CERTIFICATE
AND THE SHARES OF STOCK REPRESENTED HEREBY ARE SUBJECT TO THE RESTRICTIONS, TERMS, AND CONDITIONS (INCLUDING FORFEITURE PROVISIONS
AND RESTRICTIONS AGAINST TRANSFER) CONTAINED IN THE COLOMBIA ENERGY RESOURCES, Inc. 2010
EQUITY INCENTIVE Plan AND INCENTIVE AWARD AGREEMENT ENTERED INTO BETWEEN THE REGISTERED OWNER OF SUCH SHARES AND COLOMBIA
ENERGY RESOURCES, inc. A COPY OF THE PLAN AND AGREEMENT IS ON FILE IN THE OFFICE
OF THE SECRETARY OF FREEDOM RESOURCES ENTERPRISES, inc., 4265 SAN FELIPE STREET,
SUITE 1100, HOUSTON, TX 77027.


 


Such legend shall not be removed from the
certificate evidencing such shares until such shares vest pursuant to the terms hereof.


 


(ii)         Each
certificate issued pursuant to Section 8(d)(i) hereof, together with the stock powers relating to the shares of Restricted
Stock evidenced by such certificate, shall be deposited by the Company with a custodian designed by the Company. The Company
shall cause such custodian to issue to the Participant a receipt evidencing the certificates held by it which are registered
in the name of the Participant.


 


(e)          Consequences
Upon Vesting.


 


Upon the vesting of
a share of Restricted Stock pursuant to the terms hereof, the restrictions of Section 8(c) hereof shall cease to apply to such
share. Reasonably promptly after a share of Restricted Stock vests pursuant to the terms hereof, the Company shall cause to be
issued and delivered to the Participant to whom such share was granted, a certificate evidencing such share, free of the legend
set forth in Section 8(d)(i) hereof, together with any other property of the Participant held by the custodian pursuant to Section
8(d)(ii) hereof.


 



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(f)          Effect
of Termination of Employment.


 


(i)          In
the event that the employment of a Participant with the Company shall terminate for any reason other than Cause prior to the vesting
of shares of Restricted Stock granted to such Participant, such Restricted Stock shall be forfeited on the date of such termination;
provided, however, that the Committee may, in its sole and absolute discretion, vest the Participant in all or any portion
of shares of Restricted Stock which would otherwise be forfeited pursuant to the provisions of this Section.


 


(ii)         In
the event of the termination of a Participant’s employment for Cause, all shares of Restricted Stock granted to such Participant
which have not vested as of the date of such termination shall immediately be forfeited.


 


9.          Stock
Bonuses.


 


The Board may grant
Stock Bonuses in such amounts as it shall determine from time to time. A Stock Bonus shall be paid at such time and subject to
such conditions as the Board shall determine at the time of the grant of such Stock Bonus. Certificates for shares of Company Stock
granted as a Stock Bonus shall be issued in the name of the Participant to whom such grant was made and delivered to such Participant
as soon as practicable after the date on which such Stock Bonus is required to be paid.


 


10.         Restricted
Stock Units.


 


The Board may also
grant awards entitling the recipient to receive shares of Common Stock or cash to be delivered at the time such award vests (“Restricted
Stock Units”).


 


(a)          Terms
and Conditions for Restricted Stock Units. The Board shall determine the terms and conditions of awards of Restricted Stock
Units, including, but not limited to, the conditions for vesting, restrictions on transfer prior to vesting, payment of withholding
taxes, and effect of termination of employment.


 


(b)          Settlement.
Upon the vesting of and/or lapsing of any other restrictions (i.e., settlement) with respect to each Restricted Stock Unit,
the Participant shall, as determined by the Committee, be entitled to receive from the Company one share of Common Stock or (if
so provided in the applicable award agreement) an amount of cash equal to the Fair Market Value of one share of Common Stock. The
Committee may, in its discretion, provide that settlement of Restricted Stock Units shall be deferred, on a mandatory basis or
at the election of the Participant in a manner that complies with Section 409A of the Code.


 


(c)          Voting
Rights. A Participant shall have no voting rights with respect to any Restricted Stock Units.


 


(d)          Dividend
Equivalents. The award agreement for Restricted Stock Units may provide Participants with the right to receive an amount equal
to any dividends or other distributions declared and paid on an equal number of outstanding shares of Common Stock (“Dividend
Equivalents”). Dividend Equivalents may be paid currently or credited to an account for the Participant, may be settled in
cash and/or shares of Common Stock and may be subject to the same restrictions on transfer and forfeitability as the Restricted
Stock Units with respect to which paid, in each case to the extent provided in the Award agreement.


 



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11.         Adjustment
Upon Changes in Company Stock.


 


Provided that
the Committee shall not take any action pursuant to this Section 11 which would cause any Incentive Award to become subject
to taxation under Section 409A of the Code:


 


(a)          Shares
Available for Grants.


 


In the event of
any change in the number of shares of Company Stock outstanding by reason of any stock dividend or split, reverse stock
split, recapitalization, merger, consolidation, combination or exchange of shares or similar corporate change, the maximum
number of shares of Company Stock with respect to which the Board may grant Options, SARs, shares of Restricted Stock, Stock
Bonuses, and Restricted Stock Awards under Section 3 hereof shall be appropriately adjusted by the Committee. In the event of
any change in the number of shares of Company Stock outstanding by reason of any other event or transaction, the Committee
may, but need not, make such adjustments in the number of shares of Company Stock with respect to which Options, SARs, shares
of Restricted Stock, Stock Bonuses and Restricted Stock Awards may be granted under Section 3


hereof as the Committee may deem appropriate.


 


(b)          Outstanding
Restricted Stock.


 


Unless the Committee
in its absolute discretion otherwise determines, any securities or other property (including dividends paid in cash) received by
a Participant with respect to a share of Restricted Stock, the Issue Date with respect to which occurs prior to such event, but
which has not vested as of the date of such event, as a result of any dividend, stock split, reverse stock split, recapitalization,
merger, consolidation, combination, exchange of shares or similar corporate exchange will not vest until such share of Restricted
Stock vests and shall be promptly deposited with the custodian designated pursuant to Section 8(d)(ii)


hereof.


 


The Committee may,
in its absolute discretion, adjust any grant of shares of Restricted Stock, the Issue Date with respect to which has not occurred
as of the date of the occurrence of any of the following events, to reflect any dividend, stock split, reverse stock split, recapitalization,
merger, consolidation, combination, exchange of shares or similar corporate change as the Committee may deem appropriate to prevent
the enlargement or dilution of rights of Participants under the grant.


 


(c)          Outstanding
Options, SARs, and Restricted Stock Units – Increase or Decrease in Issued Shares Without Consideration.


 


Subject to any required
action by the shareholders of the Company, in the event of any increase or decrease in the number of issued shares of Company Stock
resulting from a subdivision or consolidation of shares of Company Stock or the payment of a stock dividend on the shares of Company
Stock, or any other increase or decrease in the number of such shares effected without receipt of consideration by the Company,
the Committee may, but need not, proportionally adjust the number of shares of Company Stock subject to each outstanding Option,
SAR, and Restricted Stock Unit and the exercise price per share of Company Stock of each such Option and SAR.


 



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(d)          Outstanding
Options, SARs, and Restricted Stock Units - Certain Mergers.


 


Subject to any required
action by the shareholders of the Company, in the event that the Company shall be the surviving corporation in any merger or consolidation
(except a merger or consolidation as a result of which the holders of shares of Company Stock receive securities of another corporation),
each Option, SAR, and Restricted Stock Unit outstanding on the date of such merger or consolidation shall pertain to and apply
to the securities which a holder of the number of shares of Company Stock subject to such Option, SAR, or Restricted Stock Unit
would have received in such merger or consolidation.


 


(e)          Outstanding
Options, SARs, and Restricted Stock Units - Certain Other Transactions.


 


In the event of a dissolution
or liquidation of the Company; a sale of substantially all of the Company’s assets; a merger or consolidation involving the
Company in which the Company is not the surviving corporation; or a merger or consolidation involving the Company in which the
Company is the surviving corporation but the holders of shares of Company Stock receive securities of another corporation and/or
other property, including cash, the Committee shall, in its absolute discretion, have the power to:


 


(i)          cancel,
effective immediately prior to the occurrence of such event, each Option and SAR outstanding immediately prior to such event (whether
or not then exercisable), and, in full consideration of such cancellation, pay to the Participant to whom such Option or SAR was
granted an amount in cash, for each share of Company Stock subject to such Option or SAR, respectively, equal to the excess of
(A) the value, as determined by the Committee in its absolute discretion, of the property (including cash) received by the holder
of a share of Company Stock as a result of such event over (B) the exercise price of such Option or SAR (subject to applicable
withholding payment requirements);


 


(ii)         cancel,
effective immediately prior to the occurrence of such event, each Restricted Stock Unit outstanding immediately prior to such event
(whether or not then vested), and, in full consideration of such cancellation, pay to the Participant to whom such Restricted Stock
Unit was granted an amount in cash, for each share of Company Stock subject to such Restricted Stock Unit equal to the value, as
determined by the Committee in its absolute discretion, of the property (including cash) received by the holder of a share of Company
Stock as a result of such event; or


 


(iii)        provide
for the exchange of each Option, SAR, and Restricted Stock Unit outstanding immediately prior to such event (whether or not then
exercisable) for an option on or stock appreciation right or restricted stock unit with respect to, as appropriate, some or all
of the property for which such Option, SAR, or Restricted Stock Unit is exchanged and, incident thereto, make an equitable adjustment
as determined by the Committee in its absolute discretion in the exercise price of the option or stock appreciation right, or,
if appropriate, provide for a cash payment to the Participant to whom such Option, SAR, or Restricted Stock Unit was granted in
partial consideration for the exchange of the Option, SAR, or Restricted Stock Unit.


 



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(f)          Outstanding
Options, SARs, and Restricted Stock Units - Other Changes.


 


In the event of
any change in the capitalization of the Company or a corporate change other than those specifically referred to in Sections
11(c), 11(d) or 11(e) hereof, the Committee may, in its absolute discretion, make such adjustments in the number of shares
subject to Options, SARs, or Restricted Stock Units outstanding on the date on which such change occurs and in the per share
exercise price of each such Option and SAR as the Committee may consider appropriate to prevent dilution or enlargement or
rights.


 


(g)          No
Other Rights.


 


Except as expressly
provided in the Plan, no Participant shall have any rights by reason of any subdivision or consolidation of Company Stock, the
payment of any dividend, any increase or decrease in the number of shares of Company Stock or any dissolution, liquidation, merger
or consolidation of the Company or any other corporation. Except as expressly provided in the Plan, no issuance by the Company
of Company Stock, or securities convertible into shares of Company Stock, shall affect, and no adjustment by reason thereof shall
be made with respect to, the number of shares of Company Stock subject to an Incentive Award or the exercise price of any Option
or SAR.


 


12.         Rights
as a Stockholder.


 


(a)          No
Rights as a Stockholder.


 


No Person shall
have any rights as a stockholder with respect to any shares of Company Stock covered by or relating to any Incentive Award
granted pursuant to the Plan until the date the Person becomes the owner of record with respect to such shares. Except as
otherwise expressly provided in Section 11 hereof, no adjustment to any Incentive Award shall be made for dividends or other
rights for which the record date occurs prior to the date such stock certificate is issued.


 


(b)          Accrual
of Dividends.


 


Whenever Restricted
Shares are paid to a Participant or beneficiary under the Plan, such Participant or beneficiary shall also be entitled to receive,
with respect to each Restricted Share paid, an amount equal to any cash dividends, and number of shares of Company Stock equal
to any stock dividends, declared and paid with respect to a share of Company Stock between the date the relevant Restricted Share
award was granted and the date the Restricted Shares are being distributed. At the discretion of the Committee, interest may be
paid on the amount of cash dividends withheld, including cash dividends on stock dividends, at a rate and subject to such terms
as determined by the Committee.


 



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13.         No
Special Employment Rights; No Rights to Incentive Award.


 


(a)          No
Special Employment Rights.


 


Nothing contained in
the Plan or any Incentive Award shall confer upon any Participant any right with respect to the continuation of his or her employment
by or service with the Company or any subsidiary of the Company or interfere in any way with the right of the Company, subject
to the terms of any separate employment or consulting agreement to the contrary, at any time to terminate such employment or service
or to increase or decrease the compensation of the Participant from the rate in existence at the time of the grant of an Incentive
Award.


 


(b)          No
Rights to Incentive Awards.


 


No Person shall have
any claim or right to receive an Incentive Award hereunder. The Board’s granting of an Incentive Award to a Participant at
any time shall neither require the Board to grant an Incentive Award to such Participant or any other Participant or other Person
at any time nor preclude the Board from making subsequent grants to such Participant or any other Participant or other Person.


 


14.         Securities
Matters.


 


(a)          The
Company shall be under no obligation to effect the registration pursuant to the Securities Act of any interests in the Plan or
any shares of Company Stock to be issued hereunder or to effect similar compliance under any state laws. Notwithstanding anything
herein to the contrary, the Company shall not be obligated to cause to be issued or delivered any certificates evidencing shares
of Company Stock pursuant to the Plan unless and until the Company is advised by its counsel that the issuance and delivery of
such certificates is in compliance with all applicable laws, regulations of governmental authority, and the requirements of NASDAQ
and any other securities exchange on which shares of Company Stock are traded. The Committee may require, as a condition of the
issuance and delivery of certificates evidencing shares of Company Stock pursuant to the terms hereof, that the recipient of such
shares make such covenants, agreements and representations, and that such certificates bear such legends, as the Committee, in
its sole discretion, deems necessary or desirable.


 


(b)          The
exercise of any Option granted hereunder shall be effective only at such time as counsel to the Company shall have determined that
the issuance and delivery of shares of Company Stock pursuant to such exercise is in compliance with all applicable laws, regulations
of governmental authority, and the requirements of NASDAQ and any other securities exchange on which shares of Company Stock are
traded. The Committee may, in its sole discretion, defer the effectiveness of any exercise of an Option granted hereunder in order
to allow the issuance of shares of Company Stock pursuant thereto to be made pursuant to registration or an exemption from registration
or other methods for compliance available under federal or state securities laws. The Committee shall inform the Participant in
writing of its decision to defer the effectiveness of the exercise of an Option granted hereunder. During the period that the effectiveness
of the exercise of an Option has been deferred, the Participant may, by written notice, withdraw such exercise and obtain a refund
of any amount paid with respect thereto.


 



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(c)          All
Company Stock issued pursuant to the terms of the Plan shall constitute “restricted securities,” as that term is defined
in Rule 144 promulgated pursuant to the Securities Act, and may not be transferred except in compliance with the registration requirements
of the Securities Act or an exemption therefrom.


 


(d)          Certificates
for shares of Company Stock, when issued, may have substantially the following legend, or statements of other applicable restrictions,
endorsed thereon, and may not be immediately transferable:


 


THE SHARES OF STOCK REPRESENTED
BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS. THE SHARES
MAY NOT BE OFFERED FOR SALE, SOLD, PLEDGED, TRANSFERRED OR OTHERWISE DISPOSED OF UNTIL THE HOLDER HEREOF PROVIDES EVIDENCE SATISFACTORY
TO THE ISSUER (WHICH, IN THE DISCRETION OF THE ISSUER, MAY INCLUDE AN OPINION OF COUNSEL SATISFACTORY TO THE ISSUER) THAT SUCH
OFFER SALE, PLEDGE, TRANSFER OR OTHER DISPOSITION WILL NOT VIOLATE APPLICABLE FEDERAL OR STATE LAWS.


 


This legend shall not be required for shares
of Company Stock issued pursuant to an effective registration statement under the Securities Act and in accordance with applicable
state securities laws.


 


15.         Withholding
Taxes.


 


(a)          Cash
Remittance.


 


Whenever shares of
Company Stock are to be issued upon the exercise of an Option, the occurrence of the Issue Date or Vesting Date with respect to
a share of Restricted Stock, the payment of a Stock Bonus, or the occurrence of the Vesting Date with respect to a Restricted Stock
Unit, the Company shall have the right to require the Participant to remit to the Company in cash an amount sufficient to satisfy
federal, state, and local withholding tax requirements, if any, attributable to such exercise, occurrence or payment prior to the
delivery of any certificate or certificates for such shares. In addition, upon the exercise of an SAR, the Company shall have the
right to withhold from any cash payment required to be made pursuant thereto an amount sufficient to satisfy the federal, state
and local withholding tax requirements, if any, attributable to such exercise or grant.


 


(b)          Stock
Remittance.


 


Subject to
Section 15(c) hereof, at the election of the Participant, subject to the approval of the Committee, when shares of Company
Stock are to be issued upon the exercise of an Option, the occurrence of the Issue Date or the Vesting Date with respect to a
share of Restricted Stock, the grant of a Stock Bonus, or the occurrence of the Vesting Date with respect to a Restricted
Stock Unit, in lieu of the remittance required by Section 15(a) hereof, the Participant may tender to the Company a number of
shares of Company Stock determined by such Participant, the Fair Market Value of which at the tender date the Committee
determines to be sufficient to satisfy the minimum federal, state and local withholding tax requirements, if any,
attributable to such exercise, occurrence or grant and not greater than the Participant’s estimated total federal,
state and local tax obligations associated with such exercise, occurrence or grant.


 



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(c)          Stock
Withholding.


 


The Company
shall have the right, when shares of Company Stock are to be issued upon the exercise of an Option, the occurrence of the
Issue Date or the Vesting Date with respect to a share of Restricted Stock, the grant of a Stock Bonus, or the occurrence of
the Vesting Date with respect to a Restricted Stock Unit, in lieu of requiring the remittance required by Section 15(a)
hereof, to withhold a number of such shares, the Fair Market Value of which at the exercise date the Committee determines to
be sufficient to satisfy the federal, state and local withholding tax requirements, if any, attributable to such exercise,
occurrence or grant and is not greater than the Participant’s estimated total, federal, state and local tax obligations
associated with such exercise, occurrence or grant.


 


16.         Amendment
or Termination of the Plan.


 


The Board may at any
time, or from time to time, suspend or terminate the Plan in whole or in part, or amend it in such respects as the Board may deem
appropriate. No amendment, suspension or termination of the Plan shall, without the Participant’s consent, alter or impair
any of the rights or obligations under any Option theretofore granted to a Participant under the Plan. The Board may amend the
Plan, subject to the limitations cited above, in such manner as it deems necessary to permit the granting of Incentive Awards meeting
the requirements of future amendments or issued regulations, if any, to the Code or to the Exchange Act. Notwithstanding the foregoing,
the Board shall not take any action which would cause any Incentive Award to become subject to taxation under Section 409A of the
Code.


 


17.         No
Obligation to Exercise.


 


The grant to a Participant
of an Option or a SAR shall impose no obligation upon such Participant to exercise such Option or SAR.


 


18.         Transfers
Upon Death.


 


Upon the death
of a Participant, outstanding Incentive Awards granted to such Participant may be exercised only by the executors or
administrators of the Participant’s estate or by any Person or Persons who shall have acquired such right to exercise
by will or by the laws of descent and distribution. No transfer by will or the laws of descent and distribution of any
Incentive Award, or the right to exercise any Incentive Award, shall be effective to bind the Company unless the Committee
shall have been furnished with (a) written notice thereof and with a copy of the will and/or such evidence as the Committee
may deem necessary to establish the validity of the transfer and (b) an agreement by the transferee to comply with all the
terms and conditions of the Incentive Award that are or would have been applicable to the Participant and to be bound by the
acknowledgments made by the Participant in connection with the grant of the Incentive Award. Except as provided in this
Section 18, no Incentive Award shall be transferable, and shall be exercisable only by a Participant during the
Participant’s lifetime.


 



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19.         Repurchase
Rights.


 


(a)          In
the event a Participant’s service with the Company terminates for any reason, the Company shall have an irrevocable right
(the “Repurchase Right”) for the five (5) year period immediately following such termination (or in the case of shares
issued upon exercise of the Option after such date of termination, within five (5) years immediately following the date of the
exercise), or such longer period as may be agreed to by the Company and the Participant, to repurchase, at its option, from Participant
or Participant’s personal representative, as the case may be, (i) those shares underlying Incentive Awards issued hereunder
(the “Repurchase Underlying Shares”) and (ii) those shares that Participant received in connection with or pursuant
to the exercise of an Incentive Award (the “Repurchase Shares”).


 


(b)          The
Company may repurchase all or any of the Repurchase Shares at a price (“Repurchase Price”) equal to:


 


(i)          if
Participant’s employment is terminated for Cause, the lesser of (A) the exercise price, if any, or (B) the Fair Market Value
of such Repurchase Shares on the date of the repurchase;


 


(ii)         if
Participant’s employment is terminated on account of Participant’s death or disability, the Fair Market Value of such
Repurchase Shares on the date of the repurchase; or


 


(iii)        if
Participant’s employment is terminated for any reason other than for Cause or on account of Participant’s death or
disability, the Fair Market Value of such Repurchase Shares on the date of the repurchase.


 


(c)          The
Company may repurchase all or any of the Repurchase Underlying Shares at a Repurchase Price equal to:


 


(i)          if
Participant’s employment is terminated on account of Participant’s death or disability, the Fair Market Value of such
Repurchase Underlying Shares on the date of the repurchase reduced by the aggregate exercise price payable for such Repurchase
Underlying Shares; or


 


(ii)         if
Participant’s employment is terminated for any reason other than for Cause or on account of Participant’s death or
disability, the Fair Market Value of such Repurchase Underlying Shares on the date of the repurchase reduced by the aggregate exercise
price payable for such Repurchase Underlying Shares.


 


(d)          The
Repurchase Right shall be exercised by written notice signed by an officer of the Company and delivered or mailed to the Participant.
Such notice shall identify the number of Repurchase Shares or Repurchase Underlying Shares to be repurchased and shall notify Participant
of the time, place and date for closing of such repurchase, which shall be scheduled by the Company within ten (10) days of the
end of the term of the Repurchase Right set forth above. The Company shall be entitled to pay for any shares repurchased pursuant
to its Repurchase Right at the Company’s option in cash or with a note from the Company to the Participant, or by a combination
of both. Upon delivery of such notice and payment of the Repurchase Price in any of the ways described above, the Company shall
become the legal and beneficial owner of the shares being repurchased and all rights and interest therein or related thereto, and
the Company shall have the right to transfer to its own name the shares being repurchased by the Company, without further action
by the Participant.


 



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(e)          In
the event of a conflict between the terms of this Section 19 and any agreement between the Company and the Participant
related in any way to the repurchase or purchase of any shares of the Company Stock owned by Participant, including, without
limitation, a shareholder agreement, the terms of such other agreement shall prevail and control over the terms of this
Section 19. 


 


(f)          The
Company’s Repurchase Rights under this Section 19 shall terminate on the date the Company becomes subject to the
reporting requirements of the Exchange Act.


 


20.         Expenses
and Receipts.


 


The expenses of the
Plan shall be paid by the Company. Any proceeds received by the Company in connection with any Incentive Award will be used for
general purposes.


 


21.         Failure
to Comply.


 


In addition to the
remedies of the Company elsewhere provided for herein, a failure by a Participant (or beneficiary) to comply with any of the terms
and conditions of the Plan or the agreement executed by such Participant (or beneficiary) evidencing an Incentive Award, unless
such failure is remedied by such Participant (or beneficiary) within ten days after having been notified of such failure by the
Committee, shall be grounds for the cancellation and forfeiture of such Incentive Award, in whole or in part, as the Committee,
in its absolute discretion may determine.


 


22.         Adoption
and Effective Date of Plan.


 


The Plan was adopted
by the Board of Directors of the Company effective May 12, 2010. The Plan was subsequently ratified and approved by the shareholders
of the Company on May 12, 2010.


 


23.         Term
of the Plan.


 


The right to grant
Incentive Awards under the Plan will terminate upon the expiration of ten years from the date the Plan was initially adopted.


 


24.         Applicable
Law.


 


Except to the extent
preempted by an applicable federal law, the Plan will be construed and administered in accordance with the laws of the State of
New York, without reference to the principles of conflicts of law.


 






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