PLEDGE AND COLLATERAL AGENCY AGREEMENTPledge and Collateral Agency Agreement • October 6th, 2010 • Colombia Clean Power & Fuels, Inc • Services-business services, nec • New York
THIS PLEDGE AND COLLATERAL AGENCY AGREEMENT (this “Agreement”), is entered into as of this 26th day of August, 2010, by and among Colombia Clean Power & Fuels, Inc., a Nevada corporation (“Colombia”), Colombia CPF LLC, Delaware limited liability company (“CPF,” and together with Colombia, the “Pledgors”), and Law Debenture Trust Company of New York, a New York banking corporation, as collateral agent (the “Collateral Agent”).
COLOMBIA CLEAN POWER & FUELS, INC. 10% SECURED CONVERTIBLE NOTE DUE JUNE 30, 2012Secured Convertible Note • October 6th, 2010 • Colombia Clean Power & Fuels, Inc • Services-business services, nec
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 of the following specified events of default:
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 IssuerSubscription Agreement • October 6th, 2010 • Colombia Clean Power & Fuels, Inc • Services-business services, nec • New York
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.
