SUBSCRIPTION AGREEMENT in connection with COLOMBIA CLEAN POWER & FUELS, INC. $2,500,000 Aggregate Principal Amount of 10% Secured Convertible Notes Due June 30, 2012 and Warrants to Purchase 1,000,000 Shares of Common Stock of the Issuer
in
connection with
COLOMBIA
CLEAN POWER & FUELS, INC.
$2,500,000
Aggregate Principal Amount of 10% Secured Convertible
Notes Due
June 30, 2012 and Warrants to Purchase
1,000,000
Shares of Common Stock of the Issuer
June
30, 2010
European
American Equities, Inc.
a
subsidiary of
▇▇▇▇▇▇▇▇▇
Capital Partners, Inc.
▇▇▇
▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇
(▇▇▇)
▇▇▇-▇▇▇▇
INSTRUCTIONS
TO SUBSCRIPTION AGREEMENT
NAME OF
SUBSCRIBER:_____________________________________________________________
SECURITIES
OFFERED: A minimum of $500,000 and a maximum of $2,500,000 aggregate
principal amount of 10% Secured Convertible Notes due June 30, 2012 (the
“Notes”) of Colombia Clean Power & Fuels, Inc., a Nevada corporation (the
“Issuer”), and warrants (the “Warrants”) to purchase up to 1,000,000 shares of
common stock (the “Common Stock”) of the Issuer. For every $250,000
principal amount of Notes purchased, the Subscriber shall receive warrants to
purchase 100,000 shares of Common Stock.
To: Colombia
Clean Power & Fuels, Inc.
▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇
▇▇▇▇
Houston,
Texas 77027
IMPORTANT INSTRUCTIONS FOR
COMPLETION:
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1.
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COMPLETE
YOUR NAME ABOVE; and
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2.
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PROVIDE
THE PRINCIPAL AMOUNT OF NOTES TO BE PURCHASED AND ALL INFORMATION
REQUESTED ON PAGES 9 AND 10, AND COMPLETE THE INVESTOR QUESTIONNAIRE
ATTACHED AS ANNEX A; and
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3.
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SIGN
THE AGREEMENT IN THE APPROPRIATE PLACE ON PAGE 10 AND ANNEX A IN THE
APPROPRIATE PLACE ON PAGE 3 OF ANNEX A; and
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4.
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MAKE
YOUR CHECK PAYABLE TO “LAW DEBENTURE, ESCROW AGENT FOR COLOMBIA” OR
REQUEST WIRING INSTRUCTIONS PURSUANT TO SECTION 1.3 BELOW; and
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5.
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DELIVER
THE ORIGINAL SUBSCRIPTION AGREEMENT WITH CHECK (IF WIRE INSTRUCTIONS ARE
NOT REQUESTED) TO LAW DEBENTURE TRUST COMPANY OF NEW YORK, AT
THE FOLLOWING ADDRESS:
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Law
Debenture Trust Company of New York
▇▇▇
▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇
Floor
Attn: ▇▇▇▇▇▇▇
▇. ▇▇▇▇▇, VP
(▇▇▇)
▇▇▇-▇▇▇▇
This Subscription Agreement (the
“Agreement”) is executed by the undersigned (the “Subscriber”) in connection
with the offering (the “Offering”) by Colombia Clean Power & Fuels, Inc., a
Nevada corporation (the “Issuer”), of a minimum of $500,000 and a maximum of
$2,5000,000 aggregate principal amount of 10% Secured Convertible Notes due June
30, 2012 (the “Notes”) of the Issuer and warrants (the “Investor Warrants”) to
purchase up to 1,000,000 shares of Common Stock, par value $.001 per share, of
the Issuer (the “Shares”) (the Notes and the Investor Warrants are collectively
referred to as the “Offered Securities”). For every $250,000
principal amount of Notes purchased, the Subscriber shall receive Investor
Warrants to purchase 100,000 shares of Common Stock. The Notes shall
be substantially in the form attached hereto as Exhibit
A. The Investor Warrants shall be substantially in the
form attached hereto as Exhibit
B.
SECTION
1
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1.1
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Subscription. The
Subscriber, intending to be legally bound, hereby irrevocably subscribes
for and agrees to purchase the principal amount of Notes indicated on Page
7 hereof, on the terms and conditions described
herein.
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1.2
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Purchase. The
Subscriber understands and acknowledges that the purchase price to be
remitted to the Issuer in exchange for the Offered Securities shall be
equal to the principal amount of Notes
purchased.
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1.3
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Payment
for Purchase. PAYMENT FOR THE OFFERED SECURITIES SHALL BE BY
WIRE TRANSFER OR CHECK PAYABLE TO: “LAW DEBENTURE, ESCROW AGENT FOR
COLOMBIA” and delivered to the Issuer, together with an original executed
copy of this Agreement. Wire transfer instructions are
available upon request from ▇▇. ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ or ▇▇. ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇ at
(▇▇▇) ▇▇▇-▇▇▇▇.
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SECTION
2
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2.
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Acceptance or
Rejection.
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(a)
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The
Subscriber understands and agrees that the Issuer reserves the right to
reject this subscription for the Offered Securities in whole or in part in
any order, if, in its reasonable judgment, it deems such action in the
best interest of the Issuer, notwithstanding prior receipt by the
Subscriber of notice of acceptance of the Subscriber’s
subscription.
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(b)
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In
the event of rejection of this subscription, or in the event the sale of
the Offered Securities is not consummated by the Issuer for any reason (in
which event this Agreement shall be deemed to be rejected), this Agreement
and any other agreement entered into between the Subscriber and the Issuer
relating to this subscription shall thereafter have no force or effect and
the Issuer shall promptly return or cause to be returned to the Subscriber
the purchase price remitted to the Issuer by the Subscriber in exchange
for the Offered Securities.
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SECTION
3
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3.
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Subscriber
Representations and Warranties. The Subscriber hereby
acknowledges, represents and warrants to, and agrees with, the Issuer and
its respective affiliates as
follows:
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(a)
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The
Subscriber is acquiring the Offered Securities for the Subscriber’s own
account as principal, not as a nominee or agent, for investment purposes
only, and not with a view to, or for, resale, distribution or
fractionalization thereof in whole or in part and no other person has a
direct or indirect beneficial interest in such Offered
Securities. Further, the Subscriber does not have any contract,
undertaking, agreement or arrangement with any person to sell, transfer or
grant participations to such person or to any third person, with respect
to any of the Offered Securities.
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(b)
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The
Issuer has made available to the Subscriber various offering materials
relating to the Issuer, and the Offered Securities, including, without
limitation, the Issuer’s Private Placement Memorandum dated June 30, 2010
(the “Memorandum”), and the Subscriber has had the opportunity to review
the Memorandum, including the information set forth therein under the
caption “Item IX. Risk Factors” incorporated
therein.
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(c)
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The
Subscriber acknowledges the Subscriber’s understanding that the offering
and sale of the Offered Securities is intended to be exempt from
registration under the Securities Act by virtue of Section 4(2) of the
Securities Act of 1933, as amended (the “Securities Act”), and the
provisions of Regulation D promulgated thereunder (“Regulation
D”). In furtherance thereof, the Subscriber represents and
warrants to and agrees with the Issuer, and its respective affiliates as
follows:
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(i)
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The
Subscriber realizes that the basis for the Regulation D exemption may not
be present, if, notwithstanding such representations, the Subscriber has
in mind merely acquiring any of the Offered Securities for a fixed or
determinable period in the future, or for a market rise, or for sale if
the market does not rise. The Subscriber does not have any such
intentions;
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(ii)
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The
Subscriber has the financial ability to bear the economic risk of the
Subscriber’s investment, has adequate means for providing for the
Subscriber’s current needs and personal contingencies and has no need for
liquidity with respect to the Subscriber’s investment in the Issuer;
and
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2
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(iii)
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The
Subscriber has such knowledge and experience in financial and business
matters as to be capable of evaluating the merits and risks of the
prospective investment. If other than an individual, the
Subscriber also represents it has not been organized for the purpose of
acquiring the Offered Securities.
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(d)
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The
Subscriber represents and warrants to the Issuer as
follows:
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(i)
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If
an individual, the Subscriber is 21 years of age or over; if a
corporation, trust, limited liability company, partnership, unincorporated
association or other entity, such Subscriber is authorized, empowered, and
qualified to execute and deliver this Agreement and other transaction
documents to which such Subscriber is a party and to purchase and hold the
Offered Securities pursuant hereto;
and
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(ii)
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The
Subscriber has been given the opportunity for a reasonable time prior to
the date hereof to ask questions of, and receive answers from, the Issuer
or its representatives concerning the terms and conditions of the
Offering, and other matters pertaining to this investment, and has been
given the opportunity for a reasonable time prior to the date hereof to
obtain such additional information in connection with the Issuer in order
for the Subscriber to evaluate the merits and risks of purchase of the
Offered Securities, to the extent the Issuer possesses such information or
can acquire it without unreasonable effort or expense;
and
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(iii)
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The
Subscriber has determined that the Offered Securities are a suitable
investment for the Subscriber and that at this time the Subscriber can
bear a complete loss of the Subscriber’s investment;
and
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(iv)
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The
Subscriber realizes that it may not be able to resell readily any of the
Offered Securities purchased hereunder because (A) there may only be a
limited market, if any exists, for any of the Offered Securities and (B)
none of the Offered Securities has been registered under the “blue sky”
laws; and
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(v)
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The
Subscriber understands that the Issuer has the absolute right to refuse to
consent to the transfer or assignment of the Offered Securities if such
transfer or assignment does not comply with applicable state and federal
securities laws; and
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(vi)
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No
representations or warranties have been made to the Subscriber by the
Issuer, or any officer, employee, agent, affiliate or subsidiary of the
Issuer, other than the representations of the Issuer in this Agreement;
and
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3
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(vii)
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Any
information which the Subscriber has heretofore furnished to the Issuer
with respect to the Subscriber’s financial position and business
experience is correct and complete as of the date of this Agreement;
and
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(viii)
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The
foregoing representations, warranties and agreements shall survive the
sale of the Securities and acceptance by the Issuer of the Subscriber’s
subscription.
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(e)
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Confidential
Treatment.
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(i)
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The
Subscriber acknowledges that it has and will receive Confidential
Information (as defined below) of significant value to the Issuer in
connection with the purchase and ownership of the Offered Securities. The
Subscriber shall at all times keep documents or other materials containing
Confidential Information in a secure place, shall not use the Confidential
Information for any purpose other than the evaluation of its investment in
the Issuer, except as otherwise agreed to in a writing signed by the
Issuer and shall not disclose any of the Confidential Information in any
manner whatsoever, in whole or in part, to any person for any reason or
purpose whatsoever except (A) if such Subscriber is required by a court of
competent jurisdiction to so disclose after notice has been given to the
Issuer and the Issuer has had an opportunity to oppose such disclosure or
seek a protective order to the extent practicable, (B) to employees and
representatives of such Subscriber, if any, who need to know such
information in connection with such Subscriber's investment in the Issuer
(“Necessary Agents”), provided that the Subscriber shall have informed
each such Necessary Agent of the confidential nature of such information
and obtained their agreement (the “Necessary Agent Confidentiality
Agreement”) to hold all Confidential Information in strict confidence and
not to use it for any purpose other than as permitted hereunder and shall
ensure the performance by each Necessary Agent of such Necessary Agent
Confidentiality Agreement.
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(ii)
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“Confidential
Information” means any and all information provided to the Subscriber by
or on behalf of the Issuer in connection with the purchase and ownership
of the Offered Securities or otherwise, except for information that the
Subscriber can establish (A) is generally known to the public other than
as a result of the breach by the Subscriber or any Affiliate of the
Subscriber of an obligation of confidentiality to the Issuer, (B) was
known by the Subscriber (as evidenced by written records) prior to its
receipt by the Subscriber from the Issuer or (C) was disclosed to the
Subscriber by a third party under no obligation of
confidence.
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4
(f) Anti-Terrorism
and Money Laundering Activities. (The Subscriber acknowledges that
the Company and European American Equities, Inc. (“European American”) are
required by Federal law to obtain, verify and record information that identifies
each person or entity who subscribes to purchase the Offered
Securities. The Subscriber acknowledges and agrees that he, she or it
will furnish to the Company or European American upon request a copy of the
Subscriber’s identifying documents that will assist the Company or European
American to properly identify the Subscriber as required by Federal
law. Such documents may include, without limitation, in the case of
an individual, the Subscriber’s driver’s license, passport or other appropriate
identifying documents or, in the case of a corporation, partnership or other
entity, a copy of such entity’s organizational documents and evidence of the
authority of the person executing this Agreement on behalf of such entity that
such person has full authority to execute and deliver this Agreement on behalf
of such entity and otherwise to act on behalf of such entity in connection with
such entity’s subscription for the Offered Securities.
SECTION
4
The
Issuer, jointly and severally, represents and warrants to the Subscriber as
follows:
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4.1
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Organization, Good
Standing
and Qualification. The Issuer is a corporation duly organized and
validly existing under the laws of the State of Nevada and has all
requisite power and authority to carry on its business as now conducted
and as proposed to be conducted. The Issuer is duly qualified
to transact business and is in good standing in each jurisdiction in which
the failure to so qualify would have a material adverse effect on the
business or properties of the Issuer and its subsidiaries taken as a
whole. To its knowledge, the Issuer is not the subject of any
pending or threatened investigation or administrative or legal proceeding
by the Internal Revenue Service, the taxing authorities of any state or
local jurisdiction, the Securities and Exchange Commission or the
securities agency or commission of any state or local jurisdiction that
has not been disclosed.
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4.2
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Authorization. All
action on the part of the Issuer and its officers, directors and
shareholders, as applicable, necessary for the authorization, execution
and delivery of this Agreement, the performance of all obligations of the
Issuer hereunder and the authorization, issuance (or reservation for
issuance) and delivery of the Offered Securities being sold by it
hereunder have been taken, and this Agreement constitutes a valid and
legally binding obligation of each of the Issuer, enforceable in
accordance with its terms.
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4.3
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Valid Issuance of
Securities. The Offered Securities, when issued, sold and delivered
in accordance with the terms hereof for the consideration expressed
herein, will be validly issued, and, based in part upon the
representations of the Subscriber in this Agreement, will be issued in
compliance with all applicable U.S. federal and state securities
laws.
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5
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4.4
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Selling Efforts in
Regard to this Transaction; No General Solicitation. The Offering
is not part of a plan or scheme to evade the registration provisions of
the Securities Act. Neither the Issuer, nor any person or
entity acting on behalf of the Issuer, has offered or sold any of the
securities to be issued pursuant to this Agreement by any form of general
solicitation or general advertising. The Issuer has offered the
securities for sale only to each Subscriber in this Offering and certain
other “accredited investors” within the meaning of Rule 501 under the
Securities Act.
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4.5
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No
Conflicts. The execution and delivery of this Agreement
and the consummation of the issuance of the Offered Securities and the
transactions contemplated by this Agreement do not and will not conflict
with or result in a breach by the Issuer of any of the terms or provisions
of, or constitute a default under, the certificate of incorporation or
bylaws of the Issuer, or any indenture, mortgage, deed of trust or other
material agreement or instrument to which the Issuer is a party or by
which it or any of its properties or assets are bound, or any existing
applicable decree, judgment or order of any court, Federal or State
regulatory body, administrative agency or other governmental body having
jurisdiction over the Issuer or any of its properties or
assets.
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4.6
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Compliance with
Laws. As of the date hereof, the conduct of the business of the
Issuer complies in all material respects with all statutes, laws,
regulations, ordinances, rules, judgments, orders or decrees applicable to
it. The Issuer has not received notice of any alleged violation
of any statute, law, regulations, ordinance, rule, judgment, order or
decree from any governmental authority. The Issuer shall comply with all
applicable securities laws with respect to the sale of the Offered
Securities.
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4.7
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Litigation.
There is no action, suit or proceeding before or by any court or
governmental agency or body, domestic or foreign, now pending or, to the
knowledge of the Issuer, threatened, against or affecting the Issuer, or
any of its properties, which could reasonably be expected to result in any
material adverse change in the business, financial condition or results of
operations of the Issuer, or which could reasonably be expected to
materially and adversely affect the properties or assets of the
Issuer.
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SECTION
5
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5.1
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Indemnity. The
Issuer agrees to indemnify and hold harmless the Subscriber, its officers
and directors, employees and its affiliates and each other person, if any,
who controls any thereof, against any loss, liability, claim, damage and
expense whatsoever (including, but not limited to, any and all expenses
whatsoever reasonably incurred in investigating, preparing or defending
against any litigation commenced or threatened or any claim whatsoever)
arising out of or based upon any false representation or warranty or
breach or failure by the Issuer to comply with any covenant or agreement
made by the Issuer herein or in any other document furnished by the Issuer
to any of the foregoing in connection with this
transaction.
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6
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5.2
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Registration
Rights. The Issuer covenants and agrees that, in
connection with the closing of the next offering by the Issuer of
securities in which the Issuer receives gross proceeds of at least $6
million (a “Qualified Offering”), the Subscriber shall be granted, with
respect to the Shares, registration rights under the Securities Act of
1933, as amended, on substantially the same terms as those granted to the
purchasers of the Issuer’s securities in the Qualified
Offering. In the event the Issuer grants any such registration
rights to other persons or entities prior to the closing of a Qualified
Offering, the Subscriber shall simultaneously be granted registration
rights on substantially the same terms with respect to the
Shares.
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5.3
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Modification.
Neither
this Agreement nor any provisions hereof shall be waived, amended,
modified, discharged or terminated except by an instrument in writing
signed by the party against whom any waiver, amendment, modification,
discharge or termination is
sought.
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5.4
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Notices. Any
notice, demand or other communication that any party hereto may be
required, or may elect, to give to anyone interested hereunder shall be in
writing and shall be deemed given when (a) deposited, postage prepaid, in
a United States mail letter box, registered or certified mail, return
receipt requested, addressed to such address as may be given herein, or
(b) delivered personally, to the other party hereto at their address set
forth in this Agreement or such other address as a party hereto may
request by notifying the other party
hereto.
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5.5
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Counterparts.
This
Agreement may be executed through the use of separate signature pages or
in any number of counterparts, and each of such counterparts shall, for
all purposes, constitute one agreement binding on all parties,
notwithstanding that all parties are not signatories to the same
counterpart.
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5.6
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Binding
Effect. Except as otherwise provided herein, this
Agreement shall be binding upon and inure to the benefit of the parties
and their heirs, executors, administrators, successors, legal
representatives and assigns. If the Subscriber is more than one
person, the obligation of the Subscriber shall be joint and several and
the agreements, representations, warranties and acknowledgments herein
contained shall be deemed to be made by and be binding upon each such
person and his heirs, executors, administrators and
successors.
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5.7
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Entire
Agreement. The Exhibits attached hereto are hereby
incorporated herein by reference. This Agreement together with
the Annex and Exhibits contains the entire agreement of the parties and
there are no representations, covenants or other agreements except as
stated or referred to herein.
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5.8
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Assignability. This
Agreement is not transferable or assignable by the Subscriber except as
may be provided herein.
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7
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5.9
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Applicable
Law. This Agreement shall be governed by and construed
in accordance with the laws of the State of New
York.
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5.10
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Amendments. The
provisions of this Agreement may be amended at any time and from time to
time, and particular provisions of this Agreement may be waived, with and
only with an agreement or consent in writing signed by the Issuer and by
the Subscribers holding more than fifty percent (50%) of the aggregate
principal amount of the outstanding Notes as of the date of such amendment
or waiver.
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5.11
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Neutral Gender.
The use in this Agreement of words in the male, female or neutral gender
is for convenience only and shall not affect or control any provisions of
this Agreement.
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5.12
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Captions. The
Section headings contained in this Agreement are for reference purposes
only and shall not affect in any way the meaning or interpretation of this
Agreement.
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8
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A.
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SUBSCRIPTION:
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Principal
Amounts of Notes =
$___________.
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B.
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MANNER
IN WHICH TITLE IS TO BE HELD (Please check One):
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1.
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¨
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Individual
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7.
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¨
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Trust/Estate/Pension
or
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Profit
Sharing Plan, and
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||||||
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Date
Opened: _________________
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||||||
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2.
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¨
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Joint
Tenants with Rights
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8.
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¨
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As
a Custodian for _____________
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of Survivorship
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_____________________________
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|||||
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UGMA
____________ (State)
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||||||
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3.
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¨
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Community
Property
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4.
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¨
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Tenants
in Common
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9.
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¨
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Married
with Separate Property
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5.
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¨
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Corporation/Partnership
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10.
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¨
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▇▇▇▇▇
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6.
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¨
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IRA
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11.
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¨
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Tenants
by the
Entirety
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12.
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Other
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C.
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ACCREDITED
INVESTOR REPRESENTATION:
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Subscriber
must complete and sign the Accredited Investor Questionnaire attached as Annex A
to this Agreement.
9
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D.
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TITLE:
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PLEASE
GIVE THE EXACT AND COMPLETE NAME IN WHICH TITLE TO THE SECURITIES ARE TO BE
HELD:
_____________________________________________________________________________________________
_________________________________________________________________________________________________
_________________________________________________________________________________________________
IN
WITNESS WHEREOF, the Subscriber has executed this Agreement on the _______ day
of _________, 2010.
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Signature:
__________________________________________
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Signature:
____________________________________
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Name:
_____________________________________________
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Name:
_______________________________________
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Title
(if applicable)
_____________________________________________________________________________
Street
Address:
City:
_____________________________________ State:
_______________________ Zip: ______________________
Telephone:
(_______)
________________________________________________________________________________
Email
Address:
______________________________________________________________________________________
Social
Securities or Federal Tax ID No.:
___________________________________________________________________
***DO NOT WRITE BELOW DOTTED LINE***
ACCEPTED
ON BEHALF OF THE ISSUER:
COLOMBIA
CLEAN POWER & FUELS, INC.
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By:
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Principal
Amount of Notes:
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$_________________
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||
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Name: ▇▇▇▇▇▇
▇▇▇▇▇▇
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No.
of Investor
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Warrants:
III. Title: Chief
Executive Officer
10
ANNEX A
ACCREDITED
INVESTOR QUESTIONNAIRE
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A
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APPLICABLE TO INDIVIDUALS
ONLY. Please answer the following questions concerning
your financial condition as an “accredited investor” (within the meaning
of Rule 501 of Regulation D). If the Investor is more than one
individual, each individual must initial an answer where the question
indicates a “yes” or “no” response, indicating to which individual it
applies. The Investor must answer “yes” in response to question
1, 2 or 3 below to be considered an “accredited investor.” If
the Investor is purchasing jointly with his or her spouse, one answer may
be indicated for the couple as a
whole:
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1.
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Does
your net worth*, or joint net worth with your spouse, exceed
$1,000,000?
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Yes______ No______
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2.
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Did
you have an individual income ** in excess of $200,000, or joint income
together with your spouse in excess of $300,000, in each of the two most
recent years (2008 and 2009) and do you reasonably expect to reach the
same income level in the current year
(2010)?
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V.
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Yes______ No______
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3.
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Are
you an executive officer or director of Colombia Clean Power & Fuels,
Inc.?
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VI.
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Yes______ No______
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*
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For
purposes hereof net worth shall be deemed to include ALL of
your assets, liquid or illiquid, other than the value of your
primary residence, MINUS any
liabilities.
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**
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For
purposes hereof the term “income” is not limited to “adjusted gross
income” as that term is defined for federal income tax purposes, but
rather includes certain items of income which are deducted in computing
“adjusted gross income.” For investors who are salaried
employees, the gross salary of such investor, minus any significant
expenses personally incurred by such investor in connection with earning
the salary, plus any income from any other source including unearned
income, is a fair measure of “income” for purposes hereof. For
investors who are self-employed, “income” is generally construed to mean
total revenues received during the calendar year minus significant
expenses incurred in connection with earning such
revenues.
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A-1
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B.
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APPLICABLE TO CORPORATIONS,
PARTNERSHIPS AND OTHER ENTITIES
ONLY:
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The
Investor is an accredited investor because the Investor falls within at least
one of the following categories (Check all appropriate lines):
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______
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(i)
a bank as defined in Section 3(a)(2) of the Securities Act or a savings
and loan association or other institution as defined in Section 3(a)(5)(A)
of the Securities Act whether acting in its individual or fiduciary
capacity;
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______
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(ii)
a broker-dealer registered pursuant to Section 15 of the Securities
Exchange Act of 1934, as amended;
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______
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(iii)
an insurance company as defined in Section 2(13) of the Securities
Act;
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(iv)
an investment company registered under the Investment Company Act of 1940,
as amended (the “Investment Company Act”) or a business development
company as defined in Section 29(a)(48) of the Investment Company
Act;
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(v)
a Small Business Investment Company licensed by the U.S. Small Business
Administration under Section 301(c) or (d) of the Small Business
Investment Act of 1958, as amended;
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(vi)
a plan established and maintained by a state, its political subdivisions,
or any agency or instrumentality of a state or its political subdivisions,
for the benefit of its employees, where such plan has total assets in
excess of $5,000,000;
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(vii)
an employee benefit plan within the meaning of Title 1 of the Employee
Retirement Income Security Act of 1974, as amended (“ERISA”), where the
investment decision is made by a plan fiduciary, as defined in Section
3(21) of ERISA, which is either a bank, savings and loan association,
insurance company, or registered investment adviser, or an employee
benefit plan that has total assets in excess of $5,000,000, or a
self-directed plan the investment decisions of which are made solely by
persons that are accredited investors;
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(viii)
a private business development company, as defined in Section 202(a)(22)
of the Investment Advisers Act of 1940, as amended;
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(ix)
an organization described in Section 501(c)(3) of the Internal Revenue
Code, a corporation, a Massachusetts or similar business trust, or a
partnership, not formed for the specific purpose of acquiring the
securities offered, with total assets in excess of
$5,000,000;
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A-2
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(x)
a trust, with total assets in excess of $5,000,000, not formed for the
specific purpose of acquiring the securities offered, whose purchase is
directed by a “sophisticated” person, who has such knowledge and
experience in financial and business matters that he is capable of
evaluating the merits and risks of the prospective
investment;
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(xi)
an entity in which all of the equity investors are persons or entities
described above (“accredited investors”). ALL EQUITY OWNERS MUST COMPLETE
PART “A” ABOVE.
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Subscriber(s):
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Signature
of Subscriber
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Print
Name of Subscriber
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Signature
of Co-Subscriber (if any)
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Print
Name of Co-Subscriber
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A-3