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**EXHIBIT A**

 

**COLOMBIA CLEAN POWER & FUELS, INC.**

 

**10% SECURED CONVERTIBLE NOTE DUE JUNE30, 2012**

 

 

FOR VALUE RECEIVED, COLOMBIA CLEAN POWER & FUELS, INC.,a Nevada corporation (herein called the “Company”), hereby promises to pay on June 30, 2012 to ___________________________,with an address at _________________________________ _____________________________________________________ (herein called the “Holder”),the principal sum of ______________________________________ Dollars ($________), together with interest upon the principal hereofat the rate of 10% per annum.  Interest on this Note shall accrue on the outstanding principal amount on this Note fromthe date of issuance until the date of repayment of the principal and payment of accrued interest in full.  Interestshall be calculated on the basis of a 365 day year and shall be payable in cash at maturity, unless all or a part of the principalamount of the Note is converted as provided below in which event interest will be payable in cash upon conversion as provided below.  Furthermore,upon the occurrence of an event of default (as described below), then to the extent permitted by law, the Company will pay interestin cash to the Holder, payable on demand, on the outstanding principal balance of this Note from the date of the event of defaultuntil such event of default is cured at the rate of the lesser of 15% and the maximum applicable legal rate per annum.  Paymentshereunder shall be made at such place as the holder hereof shall designate to the undersigned, in writing, in lawful money of theUnited States of America.  Any payment which becomes due on a Saturday, Sunday or legal holiday shall be payable on thenext business day.

 

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

 

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

 

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

 

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

 

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

 

 

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

 

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

 

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

 

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

 

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

 

The obligations of the Company under this Note are secured by,and the Holder of this Note is entitled to the benefits of, the (i) the Pledge and Collateral Agency Agreement, dated August 26,2010, among the Company, Colombia CPF LLC (“CPF”) and Law Debenture Trust Company, as collateral agent (“CollateralAgent”), and (ii) the Deed of Pledge, dated as of August 26, 2010, among the Company, CPF, Energia Andina Santander ResourcesCoὅperatieve U.A. and Collateral Agent, each as amended and supplemented from time to time.

 

Subject to and upon compliance with the provisions of this paragraph,the Holder shall have the right, at any time and during usual business hours, to convert the outstanding principal balance of thisNote (but not the accrued interest thereon) into fully paid and non-assessable shares of Common Stock, par value $.001 per share(the “Common Stock”), of the Issuer at a rate equal to $2.50 of principal for each share of Common Stock (the “ConversionPrice”), subject to adjustment as provided in paragraph (c) below.

 

(a)           Inorder to exercise the conversion right, the Holder of this Note shall surrender this Note at the principal corporate office ofthe Issuer, accompanied by written notice to the Issuer stating (i) that the Holder elects to convert the outstanding principalamount of this Note, or, if less than the entire principal amount of this Note is to be converted, the portion thereof (a multipleof $1,000) to be converted, and (ii) the name or names (with addresses) in which the certificate or certificates for shares ofCommon Stock issuable on such conversion shall be issued.  Notes surrendered for conversion shall be accompanied by properassignment thereof to the Issuer or in blank for transfer if the shares are to be issued in a name other than that of the Holder.  Inthe event this Note is converted in part only, upon such conversion the Issuer shall execute and deliver to the Holder, at theexpense of the Issuer, a new Note of authorized denominations in principal amount equal to the unconverted portion of this Note.  Suchconversion shall be deemed to have been effected immediately prior to the close of business on the date (“Conversion Date”)on which the Issuer shall have received both such notice and the surrendered Note as aforesaid, and at such time the rights ofthe Holder of this Note in respect to the principal to be so converted shall cease and the person or persons in whose name or namesany certificate or certificates for shares of Common Stock shall be issuable upon such conversion shall be deemed to have becomethe holder or the Holder of record of the shares represented thereby.

 

 

(b)           Aspromptly as practicable after the receipt of such notice and the surrender of this Note as aforesaid, the Issuer shall issue, atits expense, and shall deliver to the Holder, or on his written order, (i) a certificate or certificates for the number of fullshares of Common Stock issuable upon the conversion of this Note (or specified portion thereof), (ii) a certificate or certificatesfor any fractional shares of Common Stock issuable upon conversion of this Note (or specified portion thereof) or, at the Issuer’soption, cash in lieu of script for any fraction of a share to which the Holder is entitled upon conversion as provided in thisparagraph, and (iii) a payment by check  or wire transfer in a amount equal to the accrued interest on the principalamount of this Note converted.

 

(c)           TheConversion Price shall be adjusted as set forth in this section.

 

(1)           Inthe event that the Issuer shall make any distribution of its assets upon or with respect to its shares of Common Stock, as a liquidatingor partial liquidating dividend, or other than as a dividend payable out of earnings or any surplus legally available for dividendsunder the laws of the state of incorporation of the Issuer, the Holder of this Note, upon the exercise of his right to convertafter the record date for such distribution or, in the absence of a record date, after the date of such distribution, receive,in addition to the shares subscribed for, the amount of such assets (or, at the option of the Issuer, a sum equal to the valuethereof at the time of distribution as determined by the Board of Directors in its sole discretion) which would have been distributedto the Holder if he had exercised his right to convert immediately prior to the record date for such distribution or, in the absenceof a record date, immediately prior to the date of such distribution.

 

(2)           Incase at any time the Issuer shall subdivide its outstanding shares of Common Stock into a greater number of shares, the ConversionPrice in effect immediately prior to such subdivision shall be proportionately reduced and conversely, in case the outstandingshares of Common Stock of the Issuer shall be combined into a smaller number of shares, the Conversion Price in effect immediatelyprior to such combination shall be proportionately increased.

 

(3)           Ifany capital reorganization or reclassification of the capital stock of the Issuer, or consolidation or merger of the Issuer withanother corporation, or the sale, transfer or lease of all or substantially all of its assets to another corporation, shall beeffected in such a way that the holder of shares of Common Stock shall be entitled to receive shares, securities or assets withrespect to or in exchange for shares of Common Stock, then, as a condition of such reorganization, reclassification, consolidation,merger or sale, the Issuer and the Issuer or such successor or purchasing corporation, as the case may be, shall execute an amendmentto this Note providing that the Holder of this Note shall have the right thereafter and until the expiration of the period of convertibilityto convert this Note into the kind and amount of shares, securities or assets receivable upon such reorganization, reclassification,consolidation, merger or sale by a holder of the number of shares of Common Stock into which this Note might have been convertedimmediately prior to such reorganization, reclassification, consolidation, merger or sale, subject to adjustments which shall beas nearly equivalent as may be practicable to the adjustments provided for in this subparagraph.

 

Upon any such adjustment of the Conversion Price pursuant tothe provisions of this subparagraph, the number of shares issuable upon conversion of this Note shall be adjusted to the nearestfull amount by multiplying a number equal to the Conversion Price in effect immediately prior to such adjustment by the numberof shares of Common Stock issuable upon exercise of this Note immediately prior to such adjustment and dividing the product soobtained by the adjusted Conversion Price.

 

(d)           TheIssuer covenants that it will at all times reserve and keep available out of its authorized shares of Common Stock, such numberof shares of Common Stock as shall then be deliverable upon the conversion of this Note.  All shares of Common Stockwhich shall be deliverable shall be duly and validly issued and fully paid and non-assessable.

 

 

(e)           Wheneverthe Conversion Price is adjusted, as herein provided, the Issuer shall promptly send to the Holder a certificate of a firm of independentpublic accountants (who may be the accountants regularly employed by the Issuer) selected by its Board of Directors setting forththe Conversion Price after such adjustment and setting forth a brief statement of the facts requiring such adjustment.  Suchcertificate shall be conclusive evidence of the correctness of such adjustment.

 

In the event the Issuer proposes to consummate an offering ofits equity securities, including an offering of its convertible debt, in which the Issuer seeks to raise gross proceeds of at least$6 million at any time while this Note is outstanding (a “Qualified Equity Offering”),  the Issuer shallfurnish to the Holder at least fifteen (15) days prior written notice of the terms of such Qualified Equity Offering (accompaniedby the offering documents, if any, for such offering) and the proposed date of closing of such offering and the Holder shall havethe right, at any time prior to the second (2nd) business day proceeding the actual closing date of such offering to convert allor a portion of the principal of this Note into such securities as are being offered by the Issuer in such offering on the sameterms as are offered to all other investors in such offering. In order to exercise the conversion right, the Holder of this Noteshall surrender this Note at the principal corporate office of the Issuer, accompanied by written notice to the Issuer stating(i) that the Holder elects to convert the outstanding principal amount of this Note, or, if less than the entire principal amountof this Note is to be converted, the portion thereof (a multiple of $1,000) to be converted, and (ii) the name or names (with addresses)in which the certificate or certificates for Securities issuable on such conversion shall be issued.  Notes surrenderedfor conversion shall be accompanied by proper assignment thereof to the Issuer or in blank for transfer if the Securities are tobe issued in a name other than that of the Holder.  In the event this Note is converted in part only, upon such conversionthe Issuer shall execute and deliver to the Holder, at the expense of the Issuer, a new Note in a principal amount equal to theunconverted portion of this Note.  In addition, as promptly as practicable after the receipt of such notice and the surrenderof this Note as aforesaid, the Company shall make a payment to the Holder by check or wire transfer in an amount equal to the accruedinterest on the principal amount of the Note converted.

 

In case the Company consummates an issuanceor sale of any shares of Common Stock or any securities exercisable for or convertible into Common Stock (an “Equity LinkedSecurity”) in a Qualified Equity Offering, as provided above, whether or not the rights to exercise or convert thereunderare immediately exercisable, and the price per share for such Common Stock or, in the case of Equity Linked Securities, for whichCommon Stock is issuable upon conversion or exercise (determined by dividing (x) the total amount received or receivable by theCompany as consideration for the issue or sale of such Common Stock or Equity Linked Securities, as the case may be, plus the minimumaggregate amount of additional consideration, if any, payable to the Company upon the conversion Equity Linked Securities, by (y)the total maximum number of shares of Common Stock issued or in the case of Equity Linked Securities, issuable upon the conversionor exercise of all such Equity Linked Securities), shall be less than the Conversion Price in effect immediately prior to the timeof such issuance or sale, then the total maximum number of shares of Common Stock issued or issuable upon conversion or exerciseof all such Equity Linked Securities shall (as of the date of the issue or sale of such securities) be deemed to be outstandingand to have been issued and sold by the Company for such lower price per share (the “Lower Price”) and the ConversionPrice then in effect shall be automatically reduced as of the date of such transaction to a price equal to the Lower Price.

 

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

 

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

 

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

 

 

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

 

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

 

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

 

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

 

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

 

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

 

 

Ex-A-1

 

 

**SCHEDULE OF 10% NOTES**