SUBSCRIPTION AGREEMENT


 


THIS SUBSCRIPTION
AGREEMENT (this “Agreement”), dated as of April 8th, 2014, by and between BlueFire Renewables, Inc., a corporation
incorporated under the laws of the State of Nevada with its principle place of business located at 31 Musick, Irvine, CA 92618
(the “Company”), and AKR Inc., a corporation organized and existing under the laws of the Republic of Korea
with its principle place of business located at 141 Munbalro, Paju-City, Gyeonggido, Korea (the “Subscriber”).


 


WHEREAS, the
Company and Subscriber are executing and delivering this Agreement in reliance upon an exemption from securities registration afforded
by the provisions of Section 4(2) and/or Regulation D (“Regulation D”) promulgated by the United States Securities
and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Securities
Act”);


 


WHEREAS, the
parties hereto desire that, upon the terms and subject to the conditions contained herein and upon the date hereof (the “Funding
Date”), the Company shall issue to the Subscriber (1) a promissory note (the “Note”) in the principal
amount of Three Hundred Fifty Thousand and 00/100 United States Dollars (US$350,000.00) (the “Principal Amount”),
subject to the terms and conditions therein contained; (2) a warrant (the “Warrant A”) permitting the Subscriber
to purchase Twenty-One (21) shares of the Company’s Common Stock per dollar invested, from the time of the issuance of the
Note, at a per share price of $0,007, subject to the terms and conditions therein contained; (3) a warrant (the “Warrant
B”) permitting the Subscriber to purchase Twenty-One (21) shares of the Company’s Common Stock per dollar invested,
four months from the time of the issuance of the Note, at per share price of $0,007, subject to the terms and conditions therein
contained; and (4) a warrant (the “Warrant C”) permitting the Subscriber to purchase Twenty-Four (24) shares
of the Company’s Common Stock per dollar invested, seven months from the time of the issuance of the Note, at per share price
of $0.007, subject to the terms and conditions therein contained (the Warrant B, the Warrant C, together with the Warrant A, collectively,
the “Warrants”; and together with the Note, collectively, the “Transaction Documents”) permitting
the Subscriber to purchase shares of the Company’s Common Stock at a per share price equal to the Conversion Price, subject
to the terms and conditions therein contained (the shares of Common Stock issuable pursuant to the Warrants shall collectively
be referred to herein as the “Shares”; the Note, the Warrants and the Shares shall be referred to collectively
herein as the “Securities’’).


 


NOW, THEREFORE,
in consideration of the mutual covenants and other agreements contained in this Agreement, the Company and Subscriber hereby
agree as follows:


 


 1. Purchase and Sale. Upon the terms and subject to the conditions set forth in this Agreement and in consideration of the Principal Amount delivered by the Subscriber to the Company on the Funding Date, the Company hereby agrees (i) to issue the Note and Warrant A to the Subscriber on the Funding Date (ii) to issue Warrant B to the Subscriber four months after the Funding Date or as soon as practicable there after and (iii) to issue Warrant C to the Subscriber seven months after the Funding Date or as soon as practicable thereafter. The Company agrees to issue and deliver the Securities to the Subscriber free of all liens, pledges, mortgages, security interests, charges, restrictions, adverse claims or other encumbrances of any kind or nature whatsoever (“Encumbrances”), and Subscriber hereby agrees to accept the Securities free of all Encumbrances.


 






    	 



    	 



    

 


Notwithstanding anything
that may be contained herein to the contrary, Warrant B, and Warrant C, shall only be issued to the Subscriber provided that
four and seven months have elapsed since the Funding Date, respectively (“Trigger Dates”). Upon issuance, Warrant B
and Warrant C shall contain the same terms and conditions (including the expiration date) as Warrant A. It is expressly acknowledged
by the parties that the Trigger Dates may never occur and, in the event that the Trigger Dates do not occur, the Subscriber shall
not be issued Warrant B and/or Warrant C and shall have no additional rights not otherwise contained herein, in Warrant A or in
the Note.


 


2. Subscriber Representations and
Warranties. Subscriber hereby represents and warrants to and agrees with the Company that:


 


(a) Standing
of Subscriber. Subscriber has the legal capacity and power to enter into this Agreement.


 


(b) Authorization
and Power. Subscriber has the requisite power and authority to enter into and perform, this Agreement and to advance the Principal
Amount and accept the Note and Warrants. The execution, delivery and performance of this Agreement by the Subscriber, and the consummation
by the Subscriber of the transactions contemplated hereby, have been duly authorized by all necessary action, and no further consent
or authorization of Subscriber is required. This Agreement has been duly authorized, executed and delivered by the Subscriber and
constitutes, or shall constitute, when executed and delivered, a valid and binding obligation of thr Subscriber, enforceable against
Subscriber in accordance with the terms hereof.


 


(c) Information
on Subscriber. Subscriber is, and reasonably believes he will be at the time of the conversion of the Note and exercise of
the Warrants, an “accredited investor,” as such term is defined in Regulation D promulgated by the Commission under
the 1933 Act, is experienced in investments and business matters, has made investments of a speculative nature and has purchased
securities of United States publicly-owned companies in private placements in the past and, with its representatives, has such
knowledge and experience in financial, tax and other business matters as to enable the Subscriber to utilize the information made
available by the Company to evaluate the merits and risks of, and to make an informed investment decision with respect to, the
proposed purchase, which the Subscriber hereby agrees represents a speculative investment. The Subscriber has the authority and
is duly and legally qualified to purchase and own the Securities. The Subscriber is able to bear the risk of such investment for
an indefinite period and to afford a complete loss thereof.


 


(d) Purchase of Securities. The
Subscriber will purchase the Securities for its own account for investment and not with a view toward, or for resale in connection
with, the public sale or any distribution thereof in violation of the Securities Act or any applicable state securities law, and
has no direct or indirect arrangement or understandings with any other person or entity to distribute or regarding the distribution
of such Shares;


 




    	 



    	 



    

 


(e) Compliance
with Securities Act. The Subscriber understands and agrees that the Securities have not been registered under the 1933 Act
or any applicable state securities laws by reason of their issuance in a transaction that does not require registration under the
1933 Act (based in part on the accuracy of the representations and warranties of Subscriber contained herein), and that such Securities
must be held indefinitely unless a subsequent disposition is registered under the 1933 Act or any applicable state securities laws
or is exempt from such registration.


 


(f) Share Legend.
The Shares shall bear the following or similar legend:


 


“THE ISSUANCE
AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED,
NOR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE
OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR (B) AN OPINION OF
COUNSEL (WHICH COUNSEL SHALL BE SELECTED BY THE HOLDER AND REASONABLY APPROVED BY THE COMPANY), IN A GENERALLY ACCEPTABLE FORM,
THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR (II) UNLESS SOLD PURSUANT TO RULE 144 OR RULE 144A UNDER SAID ACT. NOTWITHSTANDING
THE FOREGOING, THE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT
SECURED BY THE SECURITIES.”


 


(g) Note and
Warrants Legend. The Note and Warrants shall bear the following or similar legend


 


“NEITHER
THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS DOCUMENT NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE
HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT
BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES
UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR (B) AN OPINION OF COUNSEL (WHICH COUNSEL SHALL BE SELECTED BY THE HOLDER AND REASONABLY
APPROVED BY THE COMPANY), IN A GENERALLY ACCEPTABLE FORM, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR (II) UNLESS SOLD
PURSUANT TO RULE 144 OR RULE 144A UNDER SAID ACT. NOTWITHSTANDING THE FOREGOING, THE SECURITIES MAY BE PLEDGED IN CONNECTION WITH
A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY THE SECURITIES.”


 




    	 



    	 



    

 


(h) Communication
of Offer. Subscriber has a preexisting personal or business relationship with the Company or one or more of its directors,
officers, advisors or control persons, and the offer to issue the Securities was directly communicated to Subscriber by the Company.
At no time was Subscriber presented with or solicited by any leaflet, newspaper or magazine article, radio or television advertisement,
or any other form of general advertising or solicited or invited to attend a promotional meeting otherwise than in connection and
concurrently with such communicated offer;


 


(i) No Governmental
Endorsement. Subscriber understands that no United States federal or state agency or any other governmental or state agency
has passed on or made recommendations or endorsement of the Securities, or the suitability of the investment in the Securities,
nor have such authorities passed upon or endorsed the merits of the offering of the Securities;


 


(j) Receipt of
Information. Subscriber believes it has received all the information it considers necessary or appropriate for deciding whether
to invest the Principal Amount in the Company and to accept the Securities. Subscriber further represents that through its representatives
it has had an opportunity to ask questions and receive answers from the Company regarding the terms and conditions of the offering
of the Securities and the business, properties and financial condition of the Company and to obtain additional information (to
the extent the Company possessed such information or could acquire it without unreasonable effort or expense) necessary to verify
the accuracy of any information furnished to it or to which it had access; and


 


(k) No Market Manipulation.
Subscriber has not taken, and will not take, directly or indirectly, any action designed to, or that might reasonably be expected
to, cause or result in stabilization or manipulation of the price of the Common Stock, to facilitate the sale or resale of the
Shares or affect the price at which the Shares may be issued or resold.


 


3. Company Representations and Warranties.
The Company represents and warrants to, and agrees with, Subscriber that:


 


(a) Due Incorporation.
The Company is a corporation duly incorporated, validly existing and in good standing under the laws of the jurisdiction of its
incorporation;


 


(b) Authority;
Enforceability. The Transaction Documents have been duly authorized, executed and delivered by the Company and are the valid
and binding agreements of the Company, enforceable in accordance with their terms, except as may be limited by bankruptcy, insolvency,
moratorium or other similar laws affecting the enforcement of creditors’ rights generally, or principles of equity. The Company
has full corporate power and authority necessary to enter into and deliver the Transaction Documents and to perform its obligations
thereunder;


 




    	 



    	 



    

 


(c) Capitalization
and Additional Issuances. The Company has authorized Five Hundred Million (500,000,000) shares of Common Stock. As of March
31, 2014, there were 143,804,560 shares of the Common Stock issued and outstanding. All of the outstanding shares of the Common
Stock are, and the Shares to be issued pursuant to the Warrants will be, duly authorized and validly issued, fully paid and non-assessable
and are not (and will not be) subject to preemptive or similar rights affecting the Common Stock.


 


(d) SEC Filings.
The Company has filed with the SEC all documents required to be filed or furnished by it with the SEC (the “Company SEC
Documents”) and such Company SEC Documents when filed were true, correct and complete in all material respects. As of
their respective filing dates (or, if amended or superseded by a subsequent filing, as of the date of the last such amendment or
superseding filing prior to the date hereof), each of the Company SEC Documents complied in all material respects with the applicable
requirements of the Exchange Act, and the rules and regulations of the SEC thereunder applicable to such Company SEC Documents
and did not, at the time it was filed (or, if amended, at the time (and taking into account the content) of such amendment), contain
any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to
make the statements made therein, in light of the circumstances under which they were made, not misleading.


 


(e) Consents.
No consent, approval, authorization or order of any court, governmental agency or body having jurisdiction over the Company or
of any other person is required for the execution by the Company of the Transaction Documents and compliance and performance by
the Company of its obligations hereunder and thereunder, including, without limitation, the issuance of the Securities;


 


(f) No Violation
or Conflict. Neither the issuance of the Securities nor the performance of the Company’s obligations under the Transaction
Documents will:


 


 (i) violate, conflict with, result in a breach of, or constitute a default (or an event which with the giving of notice or the lapse of time or both would be reasonably likely to constitute a default) under (a) the charter or bylaws of the Company or (b) any decree, judgment, order or determination applicable to the Company of any court, governmental agency or body having jurisdiction over the Company or over the properties or assets of the Company; or




 


 (ii) result in the creation or imposition of any lien, charge or encumbrance upon the Shares except in favor of Subscriber as described herein;




 


(g) The Shares. Upon issuance,
the Shares:


 


 (i) shall be free and clear of any security interests, liens, claims or other Encumbrances, subject only to restrictions upon transfer under the Securities Act and any applicable state securities laws;




 


(ii) shall have been duly and validly issued,
fully paid and non-assessable; and


 




    	 



    	 



    

 


 (iii) will not subject the holders thereof to personal liability by reason of being such holders;




 


(h) No General
Solicitation. Neither the Company, nor any of its affiliates, nor any person or entity acting on its or their behalf, has engaged
in any form of general solicitation or general advertising (within the meaning of Regulation D under the Securities Act) in connection
with the offer or sale of the Securities; and


 


 (i) Investment Company. The Company is not an “investment company” within the meaning of the Investment Company Act of 1940, as amended.




 


4. Non-Public
Information. While the Note and Warrants are held by the Subscriber, the Company covenants and agrees that neither it nor any
other person acting on its behalf will at any time provide the Subscriber with any information that the Company believes constitutes
material non-public information. Notwithstanding the above, in the event that the Company delivers to the Subscriber any notice
or information, in writing, electronically or otherwise containing material non-public information, the Company shall, within four
(4) days after any such delivery, publicly disclose such material, nonpublic information on Form 8-K, such disclosure to cure any
violation of the negative covenant contained in this Section. The Company understands and confirms that the Subscriber shall be
relying on the foregoing representations in effecting transactions in securities of the Company.


 


5. Broker’s
Commission/Finder’s Fee. Each party hereto represents to the other that there are no parties entitled to receive fees,
commissions, finder’s fees, due diligence fees or similar payments in connection with the consummation of the transactions
contemplated hereby. Each party hereto agrees to indemnify the other against and hold the other harmless from any and all liabilities
to any persons claiming brokerage commissions or similar fees on account of services purported to have been rendered on behalf
of the indemnifying party in connection with this Agreement or the transactions contemplated hereby and arising out of the indemnifying
party’s actions.


 


6. Covenants
Regarding Indemnification. Each party hereto agrees to indemnify, hold harmless, reimburse and defend the other party and the
other party’s officers, directors, agents, counsel, affiliates, members, managers, control persons, and principal shareholders,
as applicable, against any claim, cost, expense, liability, obligation, loss or damage (including reasonable legal fees) of any
nature, incurred by or imposed upon the indemnified party or any such person which results, arises out of or is based upon (i)
any breach of any representation or warranty by the indemnifying party in this Agreement or (ii) any breach or default in performance
by the indemnifying party of any covenant or undertaking to be performed by the indemnifying party.


 




    	 



    	 



    

 


7. Miscellaneous.


 


 (a) Notices. All notices, demands, requests, consents, approvals, and other communications required or permitted hereunder shall be in writing and, unless otherwise specified herein, shall be (i) personally served, (ii) deposited in the mail, registered or certified, return receipt requested, postage prepaid, (iii) delivered by reputable air courier service with charges prepaid, or (iv) transmitted by hand delivery or facsimile, addressed as set forth in the preamble paragraph hereto or to such other address as such party shall have specified most recently by written notice. Any notice or other communication required or permitted to be given hereunder shall be deemed effective (a) upon hand delivery at the address designated in the preamble paragraph hereto (if delivered on a business day during normal business hours where such notice is to be received), or the first business day following such delivery (if delivered other than on a business day during normal business hours where such notice is to be received) or (b) on the second business day following the date of mailing by express courier service, fully prepaid, addressed to such address, or upon actual receipt of such mailing, whichever shall first occur.




 


(b) Entire Agreement.
This Agreement constitutes the entire agreement between the parties hereto with respect to the subject matter hereof and may be
amended only by a writing executed by both parties hereto. Neither the Company nor Subscriber has relied on any representations
not contained or referred to in this Agreement and the documents delivered herewith.


 


(c) Counterparts/Execution.
This Agreement may be executed in any number of counterparts and by the different signatories hereto on separate counterparts,
each of which, when so executed, shall be deemed an original, but all such counterparts shall constitute but one and the same instrument.
This Agreement may be executed by facsimile transmission, PDF, electronic signature or other similar electronic means with the
same force and effect as if such signature page were an original thereof.


 


(d) Law Governing
this Agreement. This Agreement shall be governed by and construed in accordance with the laws of the State of California without
regard to principles of conflicts of laws. Any action brought by either party hereto against the other concerning the transactions
contemplated by this Agreement shall be brought only in the state courts of California or in the federal courts located in the
State of California. The parties to this Agreement hereby irrevocably waive any objection to jurisdiction and venue of any action
instituted hereunder and shall not assert any defense based on lack of jurisdiction or venue or based upon forum non conveniens.
EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION
OF ANY DISPUTE HEREUNDER OR IN CONNECTION HEREWITH OR ARISING OUT OF THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBY.


 


(e) Severability.
In the event that any provision of this Agreement or any other agreement delivered in connection herewith is invalid or unenforceable
under any applicable statute or rule of law, then such provision shall be deemed inoperative to the extent that it may conflict
therewith and shall be deemed modified to conform with such statute or rule of law. Any such provision which may prove invalid
or unenforceable under any law shall not affect the validity or enforceability of any other provision of any agreement. Each party
hereto hereby irrevocably waives personal service of process and consents to process being served in any suit, action or proceeding
in connection with this Agreement by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence
of delivery) to such party at the address in effect for notices to it under this Agreement and agrees that such service shall constitute
good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right
to serve process in any other manner permitted by law.


 




    	 



    	 



    

 


(f) Counsel;
Ambiguities. Each party and its counsel have participated fully in the review and revision of this Agreement and the other
Transaction Documents. The parties understand and agree that any rule of construction to the effect that ambiguities are to be
resolved against the drafting party shall not apply in interpreting this Agreement or the other Transaction Documents. The language
in this Agreement and the other Transaction Documents shall be interpreted as to its fair meaning and not strictly for or against
any party.


 


(g) Captions.
The captions of the various sections and paragraphs of this Agreement have been inserted only for the purposes of convenience;
such captions are not a part of this Agreement and shall not be deemed in any manner to modify, explain, enlarge or restrict any
of the provisions of this Agreement.


 


[signature page follows]


 




    	 



    	 



    

 


IN WITNESS WHEREOF, the parties
has caused this Agreement to be executed on and as of the date set forth above.


 


	 	BLUEFIRE RENEWABLES, INC.
	 	 
	 	By:	
	 	Name:	Arnold Klann
	 	Title:	Chief Executive Officer


 


	SUBSCRIBER:
	 
	Name of Subscriber:
	 
	 
	Address:
	 
	 
	 
	Fax No.:__________________________________________________
	Taxpayer ID# (if applicable):__________________________________
	
	(Signature)
	 
	By:
	Dated: ,2014