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Colombia
Clean power & fuels, Inc.


 


2010 EQUITY INCENTIVE PLAN


 


NONQUALIFIED STOCK OPTION GRANT AGREEMENT


 


THIS GRANT AGREEMENT
(the “Agreement”) is entered into as of by and between
colombia clean power & fuels, Inc., a Nevada corporation (the “Corporation”), and (“Grantee”).


 


Article
I 


GRANT OF OPTION


 


Section 1.1      Grant
of Options. Subject to the provisions of this Agreement, and pursuant to the provisions of the Colombia Clean Power & Fuels,
Inc. 2010 Equity Incentive Plan (the “Plan”), the Corporation hereby grants to Grantee, as of the Grant Date
specified in Attachment A, a Nonqualified Stock Option (the “Option”) to purchase all or any part of the number
and class of shares of Common Stock set forth on Attachment A at the exercise price per share (“Option Price”)
set forth on Attachment A.


 


Section 1.2      Term
of Options. Unless the Option granted pursuant to Section 1.1 terminates earlier pursuant to other provisions of the Agreement, including
the expiration date specified in Attachment A, the Option shall expire on the expiration date set forth on Attachment A hereto,
but in no event later than the tenth (10th) anniversary of its Grant Date.


 


Article
II 


VESTING


 


Section 2.1      Vesting
Schedule. Subject to the further provision of this Agreement, and unless the Option has earlier terminated pursuant to
the provisions of the Agreement, Grantee shall become vested on the dates specified on Attachment A in a portion of the
Option with respect to a percentage or number of the underlying shares in accordance with the vesting schedule specified on
Attachment A; provided that Grantee shall have been in the continuous employ of or affiliation (as a director or
consultant) with the Corporation or any of the Corporation’s subsidiaries from the Grant Date through any such date.
Unless the Option granted pursuant to Section 1.1 terminates earlier pursuant to the Plan or other provisions of this Agreement, the
unvested portion of the Option shall immediately vest and become exercisable upon a Change in Control.


 


Colombia Clean Power & Fuels, Inc


245 Sir Francis Drake Boulevard


San Anselmo, CA 94930


+1 415 460 1165


  



    	 



    	 



    

 


Section 2.2      Change
in Control. “Change in Control” shall mean a change in the ownership or effective control of the Corporation, or
a change in the ownership of a substantial portion of the Corporation’s assets. Such change shall be deemed to have occurred
if a person or group, other than any person or group who currently owns fifty percent (50%) or more of the Corporation, acquires
fifty percent (50%) or more of the total value or voting power of all the outstanding stock of the Corporation or fifty percent
(50%) or more of the fair market value of the assets of the Corporation.


 


Article
III 


EXERCISE OF OPTION


 


Section 3.1      Exercisability
of Option. No portion of the Option granted to Grantee shall be exercisable by Grantee prior to the time such portion of the
Option has vested.


 


Section 3.2      Manner
of Exercise. The Option may be exercised, in whole or in part, by delivering written notice to the Corporation’s principal
office to the attention of its Secretary. Such notice shall specify the number of shares of Common Stock subject to the Option
as to which the Option is being exercised, and shall be accompanied by full payment of the Option Price of the shares of Common
Stock as to which the Option is being exercised. Payment of the Option Price shall be made in cash (or cash equivalents acceptable
to the Committee in the Committee’s discretion). In the Committee’s sole and absolute discretion, the Committee may
authorize payment of the Option Price to be made, in whole or in part, by such other means as the Committee may prescribe. The
Option may be exercised only in multiples of whole shares and no partial shares shall be issued. Notwithstanding anything to the
contrary herein, the minimum number of shares that may be purchased upon an exercise of the Option is the lesser of 100 shares
or the number of shares subject to the vested portion of the Option.


 


Section 3.3      Issuance
of Shares and Payment of Cash upon Exercise. Upon exercise of the Option, in whole or in part, in accordance with the terms
of the Agreement and upon payment of the Option Price for the shares of Common Stock as to which the Option is exercised, the Corporation
shall issue to Grantee or, in the event of Grantee’s death, to Grantee’s executor, personal representative or the person
to whom the Option shall have been transferred by will or the laws of descent and distribution, as the case may be, the number
of shares of Common Stock so paid for, in the form of fully paid and nonassessable Common Stock. The stock certificates for any
shares of Common Stock issued hereunder shall, unless such shares are registered or an exemption from registration is available
under applicable federal and state law, bear a legend restricting transferability of such shares.


 


Article
IV 


TERMINATION OF EMPLOYMENT OR AFFILIATION


 


Section 4.1      Unvested
Portion. Subject to the further provision of this Agreement, and unless the Option has earlier terminated pursuant to the provisions
of this Agreement, the unvested portion of the Option shall terminate upon termination of Grantee’s employment or affiliation
(as a director or consultant) with the Corporation and all of the Corporation’s subsidiaries for any reason.


 


Colombia Clean Power & Fuels


 



    	 



    	 



    

 


Section 4.2      Termination
of Employment or Affiliation For Cause by the Corporation. Unless the Option has earlier terminated pursuant to the provisions
of this Agreement, the vested portion of the Option shall terminate upon termination of Grantee’s employment or affiliation
with the Corporation and all of the Corporation’s subsidiaries for Cause by the Corporation.


 


Section 4.3      Termination
of Employment or Affiliation Involuntarily by the Corporation or Voluntarily by Grantee Other Than Termination of Employment or
Affiliation by Retirement, Death or Disability or for Cause. Unless the Option has earlier terminated pursuant to the provisions
of this Agreement, the vested portion of the Option granted to Grantee shall terminate in its entirety, regardless of whether the
Option is vested in whole or in part, at the end of the stated term of the Option. Grantee may exercise all or any part of the
Option that was vested as of the date of termination (including any part of the Option as to which vesting was accelerated by,
or in connection with, such termination) after the date of termination but no later than the earlier of 90 days following such
date of termination or the end of the stated term of the Option.


 


Section 4.4      Termination
of Employment or Affiliation by Reason of Retirement or Death. Unless the Option has earlier terminated pursuant to the provisions
of the Agreement, upon Grantee’s Retirement or death, Grantee or, in the event of Grantee’s death, Grantee’s
executor, personal representative or the person to whom the Option shall have been transferred by will or the laws of descent and
distribution, as the case may be, may exercise all or any part of the Option that was vested as of the date of termination at any
time until the end of the stated term of the Option.


 


Section 4.5      Termination
of Employment or Affiliation by Reason of Disability. Unless the Option has earlier terminated pursuant to the provisions of
the Agreement, in the event that Grantee ceases, by reason of Disability, to be an employee of or affiliated (as a director or
consultant) with the Corporation, all or any part of the Option that was vested as of the date of termination of employment or
affiliation may be exercised in whole or in part at any time until the end of the stated term of the Option. For purposes of this
Agreement, “Disability” shall be as defined in Code Section 409A(a)(2)(c) and shall be determined by the Committee,
with its determination on the matter being final and binding.


 


Article
V 


 


MISCELLANEOUS


 


Section 5.1      Non-Guarantee
of Employment. Nothing in the Plan or the Agreement shall be construed as a contract of employment between the Corporation
(or an affiliate) and Grantee, or as a contractual right of Grantee to continue in the employ of the Corporation or an affiliate,
or as a limitation of the right of the Corporation or an affiliate to discharge Grantee at any time.


 


Colombia Clean Power & Fuels


 



    	 



    	 



    

 


Section 5.2      No
Rights of Stockholder. Grantee shall not have any of the rights of a stockholder with respect to the shares of Common Stock
that may be issued upon the exercise of the Option until such shares of Common Stock have been issued to him upon the due exercise
of the Option.


 


Section 5.3      Withholding
of Taxes. The Corporation or any affiliate shall have the right to deduct from any compensation or any other payment of any
kind (including withholding the issuance of shares of Common Stock) due Grantee the amount of any federal, state or local taxes
required by law to be withheld as the result of the exercise of the Option; provided, however, that the value of
the shares of Common Stock withheld may not exceed the statutory minimum withholding amount required by law. In lieu of such deduction,
the Committee may require Grantee to make a cash payment to the Corporation or an affiliate equal to the amount required to be
withheld. If Grantee does not make such payment when requested, the Corporation may refuse to issue any Common Stock certificate
under the Plan until arrangements satisfactory to the Committee for such payment have been made.


 


Section 5.4      Nontransferability
of Option. Other than by will or the laws of descent and distribution, the Option shall be nontransferable. During any period
Grantee is under a legal disability, Grantee’s guardian or legal representative may exercise all or any portion of the vested
Option on behalf of Grantee.


 


Section 5.5      Agreement
Subject to the Corporation’s Charter and Bylaws. This Agreement is subject to the Charter and Bylaws of the Corporation,
and any applicable federal or state laws, rules or regulations, including without limitation, the laws, rules, and regulations
of the State of New York.


 


Section 5.6      Gender.
As used herein, the masculine shall include the feminine as the circumstances may require.


 


Section 5.7      Headings.
The headings in the Agreement are for reference purposes only and shall not affect the meaning or interpretation of the Agreement.


 


Section 5.8      Notices.
All notices and other communications made or given pursuant to the Agreement shall be in writing and shall be sufficiently made
or given if hand delivered or mailed by certified mail, addressed to Grantee at the address contained in the records of the Corporation,
or addressed to the Committee, care of the Corporation for the attention of its Secretary at its principal office or, if the receiving
party consents in advance, transmitted and received via telecopy or via such other electronic transmission mechanism as may be
available to the parties.


 


Section 5.9      Entire
Agreement; Modification. This Agreement contains the entire agreement between the parties with respect to the subject matter
contained herein and may not be modified, except as provided in the Plan.


 


Colombia Clean Power & Fuels


 



    	 



    	 



    

 


Section 5.10      Conformity
with Plan. This Agreement is intended to conform in all respects with, and is subject to all applicable provisions of, the
Plan, which is incorporated herein by reference. Unless stated otherwise herein, capitalized terms in this Agreement shall have
the same meaning as defined in the Plan. Inconsistencies between this Agreement and the Plan shall be resolved in accordance with
the terms of the Plan; provided, however, that the Option granted pursuant to this Agreement is not transferable
by Grantee other than by will or the laws of descent and distribution, and the Option is exercisable during Grantee’s lifetime
only by Grantee notwithstanding any provision of the Plan to the contrary. In the event of any ambiguity in the Agreement or any
matters as to which the Agreement is silent, the Plan shall govern including, without limitation, the provisions thereof pursuant
to which the Committee has the power, among others, to (i) interpret the Plan and Grant Agreements related thereto, (ii) prescribe,
amend and rescind rules and regulations relating to the Plan, and (iii) make all other determinations deemed necessary or advisable
for the administration of the Plan. Grantee acknowledges by signing this Agreement that he has received and reviewed a copy of
the Plan.


 


IN WITNESS WHEREOF,
the parties have executed the Agreement as of the date first above written.


 


	 	Colombia Clean Power & Fuels, Inc.
	 	 
	 	By:	 
	 	Name:	James A. Flores
	 	Title:	Chief Financial Officer
	 	 
	 	GRANTEE 
	 	 
	 	By:	 
	 	  Name:	 
	 	 	 	 





Colombia Clean Power & Fuels


 



    	 



    	 



    

 


ATTACHMENT A


 


	 	Grant Date:	 	 
	 	 	 	 
	 	Number of Options:	 	(“Total Shares”)
	 	 	 	 
	 	Exercise Price:	$	per share
	 	 	 	 
	 	Vesting Schedule:	100% immediate vesting
	 	 	 	 
	 	Expiration Date:	 	 
	 	 	 	 
	 	Termination:	The provisions of Section 4.1 of this Option Agreement shall not apply to this Grant


 


Colombia Clean Power & Fuels


 



    	 



    	 



    

 


Colombia Clean Power & Fuels, Inc.


 


EXERCISE FORM


 


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


 


		To:	Colombia Clean Power & Fuels, Inc.



245 Sir Francis Drake


San Anselmo, CA 94960


Attention: Secretary


 


The undersigned hereby exercises his or
its rights to purchase ___________ Warrant Shares covered by the within Warrant and tenders payment herewith in the amount of $_________
by [tendering cash or delivering a certified check or bank cashier’s check, payable to the order of the Company] in accordance
with the terms thereof, and requests that certificates for such securities be issued in the name of, and delivered to:


 


	 	 
	 	 
	 	 
	 	 
	 	 
	 	(Print Name, Address and Social

Security or Tax Identification Number)


 


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


 


	Dated as of _________________, 20___	Name:	 
	 	(Please Print)


 


	 	Address:	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	(Signature)


 


Colombia Clean Power & Fuels