PLEDGE AND COLLATERAL AGENCY AGREEMENTPledge and Collateral Agency Agreement • January 25th, 2013 • Colombia Energy Resources, Inc. • Bituminous coal & lignite surface mining • New York
THIS PLEDGE AND COLLATERAL AGENCY AGREEMENT (this “Agreement”), is entered into as of this 18th day of January 2013, by and among Colombia Energy Resources, Inc., a Delaware corporation (“Colombia”), Colombia CPF LLC, a Delaware limited liability company (“CPF,” and together with Colombia, the “Pledgors”), and The Law Office of Ronald N. Vance & Associates, P.C., as collateral agent (the “Collateral Agent”).
COVENANT AGREEMENTCovenant Agreement • January 25th, 2013 • Colombia Energy Resources, Inc. • Bituminous coal & lignite surface mining • New York
THIS COVENANT AGREEMENT (this “Agreement”), is entered into as of this 18th day of January 2013, by and among Colombia Energy Resources, Inc., a Delaware corporation (“Colombia”), Colombia CPF LLC, a Delaware limited liability company (“CPF”), Energia Andina Santander Resources Coӧperative U.A., a cooperative formed under the laws of the Netherlands (“Energia”), Energia Andina Resources España, S.L., a Company Limited, incorporated under Spanish law (the “Spanish Company”), Colombia Clean Power SAS, a company incorporated under the laws of Colombia (“CCP” and, together with Colombia, CPF, Energia and the Spanish Company, the “CERX Companies”), Steelhead Navigator Master, L.P., a Cayman Islands limited partnership (“Navigator”) and Odyssey Reinsurance Company (“Odyssey” and, together with Navigator, the “Majority Holders”).
PLEDGE AGREEMENT OVER THE ASSETS OF COLOMBIA CLEAN POWER COLOMBIA S.A.S. entered into on January 18, 2013 between COLOMBIA CLEAN POWER S.A.S. in its capacity of Pledgor and THE LAW OFFICE OF RONALD VANCE & ASSOCIATES, P.C. in its capacity of Pledgee...Pledge Agreement • January 25th, 2013 • Colombia Energy Resources, Inc. • Bituminous coal & lignite surface mining
who enter into this pledge agreement (the “Pledge Agreement” or the “Agreement”) over the Assets (as defined below), which will be founded on the provisions of Volume 4, Title 9, Chapter 2 of the Colombian Commercial Code and other related and applicable regulations and by the provisions set forth below, subject to the following considerations:
SUBSCRIPTION AGREEMENTSubscription Agreement • January 25th, 2013 • Colombia Energy Resources, Inc. • Bituminous coal & lignite surface mining • New York
This Subscription Agreement (the “Agreement”) is executed by the undersigned (the “Subscriber”) in connection with the offering (the “Offering”) by Colombia Energy Resources, Inc., a Delaware corporation (the “Issuer”), of a minimum of $200,000 and a maximum of $500,000 aggregate principal amount of 15% Secured Promissory Notes due January [__], 2014 (the “Notes”) of the Issuer and warrants (the “Investor Warrants”) to purchase up to [39,912,981] 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 $100,000 principal amount of Notes purchased, the Subscriber shall receive warrants to purchase [7,982,596.2] 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.
MORTGAGE AGREEMENT entered into between COLOMBIA CLEAN POWER S.A.S. (the "Mortgagor") and THE LAW OFFICE OF RONALD VANCE & ASSOCIATES. P.C. (the "Mortgagee") Over The real estate located in Socotá and Otanche Municipalities, Department of Boyacá,...Mortgage Agreement • January 25th, 2013 • Colombia Energy Resources, Inc. • Bituminous coal & lignite surface mining
Enter into this first degree mortgage (the "Mortgage") agreement (the "Agreement") on real estate located in the Socota and Otanche Municipalities, Department of Boyaca, Colombia, registered in the Office of Public Instruments of the Socha, Soata and Chiquinquira Municipalities, Department of Boyaca, Colombia, with real estate registration Nos. 094-0019229, 093-24172, 093-14019 and 072-22637 (the "Real Estate"), which will be governed by Colombian law, and the provisions later described, subject to the following:
PLEDGE AGREEMENT entered into between COLOMBIA CLEAN POWER SAS (the “Pledgor”) and THE LAW OFFICE OF RONALD N. VANCE & ASSOCIATES, P.C. (the “Pledgee”) over Bogotá D.C., January 18, 2013 PLEDGE AGREEMENTPledge Agreement • January 25th, 2013 • Colombia Energy Resources, Inc. • Bituminous coal & lignite surface mining
who enter into this pledge agreement (the “Pledge Agreement” or the “Agreement”) over the (i) Mining Titles (as identified below) and (ii) the production derived from the Mining Titles (the “Production”), which will be founded on the provisions of Volume 4, Title 9, Chapter 2 of the Colombian Commercial Code, Articles 238 et seq. of the Colombian Mining Code and other related and applicable regulations and by the provisions set forth below, subject to the following considerations:
