Unassociated Document


    Exhibit
      10.3

     

    AMENDMENT
      NO. 2 

     

    TO

     

    COLOMBIAN
      PARTICIPATION AGREEMENT

     

    BY
      AND AMONG

     

    GRAN
      TIERRA ENERGY COLOMBIA LTD.,

     

    GRAN
      TIERRA ENERGY INC.

     

    AND

     

    CROSBY
      CAPITAL, LLC

     

    DATED

     

    AS
      OF JULY 3, 2008


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    AMENDMENT
      NO. 2

    


    TO

     

    COLOMBIAN
      PARTICIPATION AGREEMENT

    


    This
      Amendment No. 2 to Colombian Participation Agreement (this
      “Amendment”)
      is
      effective as of July 3, 2008 by and among Gran
      Tierra Energy Colombia Ltd., (the
      “Partnership”),
      a
      Utah partnership (formerly known as Argosy
      Energy International,
      a Utah
      limited partnership (“Argosy”)),
      Gran
      Tierra Energy Inc.,
      a
      Nevada corporation (“Gran
      Tierra”),
      and
Crosby
      Capital, LLC,
      a Texas
      limited liability company (“Crosby”).
      The
      Partnership, Gran Tierra and Crosby are each individually referred to herein
      as
      a “Party,”
and
      collectively as the “Parties.”
All
      capitalized terms not otherwise defined here in shall be given the meaning
      assigned to such terms in that certain Colombian Participation Agreement, dated
      as of June 22, 2006, by and among Argosy, Gran Tierra, and Crosby (the
“Original
      Participation Agreement”),
      as
      amended by Amendment No. 1 dated as of November 1, 2006 (“Amendment
      No. 1”).

     

    Recitals

     

    Whereas,
      the
      Parties executed the Original Participation Agreement and Amendment No. 1.
      Such
      Original Participation Agreement amended by Amendment No. 1 is hereby referred
      to as the “Agreement”.

     

    Whereas,
      Crosby
      has assigned certain of the participation rights in the Agreement to the members
      of Crosby pursuant to approved Assignments as reflected in the schedule attached
      hereto as Exhibit
      A
      (“Crosby
      Members”).

     

    Whereas,
      the
      Parties desire to amend the Agreement as set forth herein; and

     

    Whereas,
      pursuant to Section 13.4 of the Agreement, no modification or waiver of any
      provision of the Agreement shall be effective unless set forth in writing signed
      by the Parties.

     

    Agreement

     

    Now,
      Therefore,
      in
      consideration of the covenants and promises herein, and other good and valuable
      consideration, the receipt and sufficiency of which are hereby acknowledged,
      the
      Parties hereto agree as follows:

     

    1.     All
      references in the Agreement to “Argosy”
shall
      be deleted and replaced with “the
      Partnership”.

     

    2.     In
      the event
      that Gran Tierra closes a transaction with Solana Resources Limited (whether
      through acquisition, plan of arrangement, merger, take-over bid or otherwise)
      on
      or before November 15, 2008, Gran Tierra shall (i) deliver to Crosby Members
      an
      aggregate of 2,000,000 shares of Gran Tierra’s common stock (the “Shares”)
      in a
      private placement, and (ii) an executed Registration Rights Agreement with
      each
      Crosby Member in such form attached hereto as Exhibit
      C.

     

    3.     Upon
      the
      delivery of the Shares and Registration Rights Agreements, then Section 1.6
      shall be deleted in its entirety and replaced with the following:



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    “Allowed
      Adjustment Factors
      means
      (a) any change (increase or decrease) in royalty obligations of the Partnership
      under the Colombian Association Contracts pursuant to applicable Colombian
      laws,
      rules or regulations, (b) any change (increase or decrease) in Ecopetrol
      participation pursuant to the Colombian Association Contracts, and (c) any
      increase in the Partnership’s Working Interest in any of the Historical
      Properties excluding any of the Solana Resources Limited Historical Properties.
      As a non-exclusive example of how the Partnership’s Working Interest in any of
      the Historical Properties, excluding any of the Solana Resources Limited
      Historical Properties, could increase, the Partnership’s Working Interest would
      increase due any of the following events: (a) if other Working Interest owners
      in the Historical Properties, excluding any of the Solana Resources Limited
      Historical Properties, do not participate in a new discovery pursuant to a
      joint
      operating agreement; (b) any increase in the Partnership’s Working Interest or
      rights as a matter of law relating to the Historical Properties, excluding
      any
      of the Solana Resources Limited Historical Properties, arising from any legal
      proceedings, actions or remedies; and (c) direct or indirect acquisition of
      another party’s interest or rights in the Historical Properties, excluding any
      of the Solana Resources Limited Historical Properties, whether through an
      assignment, partnership or otherwise.”

     

    4.    Section
      1.58
      shall be deleted in its entirety and replaced with the following and all
      references in the Agreement to “Subsequent
      Argosy Sale”
shall
      be replaced with “Subsequent
      Partnership Sale”:

     

    1.58“Subsequent
      Partnership Sale
      has the
      meaning set forth in Section
      8.2.”
      

     

    5.    Section
      13.8
      shall be deleted in its entirety and replaced with the following:

     

    “Further
      Assurances.
      Each
      Party agrees to execute any and all documents reasonably required to effectuate
      the purposes and intent of this Agreement, at present or in the future.
      Specifically and without limiting the prior sentence, if the law of Colombia
      in
      the future provides for a direct assignment of the Base Overriding Royalty
      from
      the Historical Properties, excluding any of the Solana Resources Limited
      Historical Properties, at
      the
      request of Crosby, the Partnership shall make such assignment to the Crosby
      Members or their permitted assignees.

     

    6.    Upon
      delivery
      of the Shares and the Registration Rights Agreements, then a new Section 1.62
      shall be added as follows:

     

    1.62 “Solana
      Resources Limited Historical Properties
      shall
      mean all of the interests in the Historical Properties reflected in Exhibit
      B
      hereto.”

     

    7.    ection
      13.1
      of the Agreement shall be amended by deleting the reference and address for
      McGuire Woods LLP and replacing them with the following:

     

    “Cooley
      Godward Kronish LLP

    5
      Palo
      Alto Square

    3000
      El
      Camino Real

    Palo
      Alto, CA 94306

    Attn:
      Nancy H. Wojtas, Esq.

    Phone:
      (650) 843-5819

    Facsimile
      No.: 650-849-7400

    nwojtas@cooley.com”

    


    Section
      13.1 of the Agreement shall also be amended by deleting the reference and
      address for Glast, Phillips & Murray, P.C. and replacing them with the
      following:

     

    “Kathryn
      Smyser

    Bond
      & Smyser LLP

    5505
      Jackson

    Houston,
      Texas 77004

    Phone:
      (713) 524-4200

    Fax:
      (713) 524-1196

    Kathryn@bondsmyser.com”


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    8.    References
      to
      the “Agreement” in the Original Participation Agreement shall be deemed to
      include the Original Participation Agreement, as amended by Amendment No. 1
      and
      Amendment No. 2. Except as expressly modified or otherwise as set forth herein,
      the terms and conditions of the Original Participation Agreement remain in
      full
      force and effect.

     

    9.    This
      Amendment No. 2 does not alter or amend the Second Amended Extension Agreement
      dated May 28, 2008 between the Parties. Moreover, the Parties do not waive
      any
      of their rights pursuant to the Agreement or the Second Amended Extension
      Agreement.

     

    10.    Crosby
      hereby
      acknowledges that the existence of this Amendment No. 2 and the information
      contained herein is confidential information within the meaning of Section
      7.6
      of the Original Participation Agreement, and that the terms and conditions
      of
      Section 7.6 will apply to this Amendment No. 2.

     

    11.    The
      Parties
      will be responsible for and pay all of its own costs and expenses incurred
      at
      any time in connection with Amendment No. 2.

     

    12.    This
      Amendment No. 2 supersedes the letter agreement amongst the parties dated June
      23, 2008.

     

    13.    This
      Amendment No. 2 may be executed in one or more counterparts, all of which shall
      be considered one and the same agreement and shall become effective when one
      or
      more counterparts have been signed by each of the Parties and delivered to
      the
      other Parties, it being understood that all Parties need not sign the same
      counterpart. 

     

    14.    A
      facsimile, telecopy or other reproduction of this Amendment No. 2 may be
      executed by one or more parties to this Amendment No. 2, and an executed copy
      of
      this Amendment No. 2 may be delivered by one or more parties to this Amendment
      No. 2 by facsimile or similar electronic transmission device pursuant to which
      the signature of or on behalf of such party can be seen, and such execution
      and
      delivery shall be considered valid, binding and effective for all purposes.
      At
      the request of any party to this Amendment No. 2, all parties to this Amendment
      No. 2 agree to execute an original of this Amendment No. 2 as well as any
      facsimile, telecopy or other reproduction of this Amendment No.
      2.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    In
      Witness Whereof,
      each of
      the undersigned has caused this Agreement to be executed as of the date first
      written above.

     

    
      	Gran
              Tierra Energy Colombia
              Ltd.
	
              By:

            	
              Argosy
                Energy Corporation, General Partner

            
	 	 
	
              By:

            	
              /s/
                Dana Coffield

            
	 	
              Name:
                Dana Coffield

            
	 	
              Title:
                President

            
	 	 
	
              Gran
                Tierra Energy Inc.

            
	 	 
	
              By:

            	
              /s/
                Dana Coffield

            
	 	
              Name:
                Dana Coffield

            
	 	
              Title:
                President and Chief Executive Officer

            
	 	 
	
              Crosby
                Capital, LLC

            
	 	 
	
              By:

            	
              /s/
                Jay Allen Chaffee

            
	 	
              Name:
                Jay Allen Chaffee

            
	 	
              Title:
                President

            


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    Exhibit
      A

    to
      the Amendment No. 2

    


    CROSBY
      MEMBERS


     

    
      	
              Crosby Member

            	 	
              Assignment Interest

            	 	
              Allocated Shares

            	 
	 	 	 	 	 	 	 	 
	
              LJB
                Partners, L.P.

            	 	 	
              45.125

            	
              %

            	 	
              902,500
                

            	 
	 	 	 	 	 	 	 	 
	
              Schumacher
                Living Trust

            	 	 	
              11.466

            	
              %

            	 	
              229,320
                

            	 
	 	 	 	 	 	 	 	 
	
              NTC
                & Co., Trustee, FBO Robert J. Schumacher Roth/IRA Account
                60481057

            	 	 	
              14.659

            	
              %

            	 	
              293,180
                

            	 
	 	 	 	 	 	 	 	 
	
              NTC
                & Co., Trustee, FBO Robert J. Schumacher Roth/IRA Account
                60481066

            	 	 	
              19.000

            	
              %

            	 	
              380,000
                

            	 
	 	 	 	 	 	 	 	 
	
              Bunker
                Hill Resources, LLC

            	 	 	
              9.750

            	
              %

            	 	
              195,000
                

            	 
	 	 	 	 	 	 	 	 
	
              Total

            	 	 	
              100.000

            	
              %

            	 	
              2,000,000
                

            	 


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    Exhibit
      B

    to
      the Amendment No. 2

     

    SOLANA
      RESOURCES LIMITED HISTORICAL PROPERTIES

     

    
      	
              Contract Area

            	 	
              Field

            	 	
              Solana Working 

              Interest

            	 	
              Solana Net 

              Revenue Interest

            	 
	 	 	 	 	 	 	 	 	 	 	 
	
              Santana

            	 	 	
              Inchiyaco

            	 	 	
              9.17350

            	
              %

            	 	
              7.33880

            	
              %

            
	 	 	 	 	 	 	 	 	 	 	 
	
              Guayuyaco

            	 	 	
              All
                Fields

            	 	 	
              35.00000

            	
              %

            	 	
              32.20000

            	
              %

            
	 	 	 	 	 	 	 	 	 	 	 
	
              Chaza

            	 	 	
              All
                Fields

            	 	 	
              50.00000

            	
              %

            	 	
              46.00000

            	
              %

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    Exhibit
      C

    to
      the Amendment No. 2


     

    REGISTRATION
      RIGHTS AGREEMENT

     

    This
      Registration Rights Agreement (this “Agreement”)
      is
      made and entered into as of ____________ ___, 2008, among Gran Tierra Energy
      Inc., a Nevada corporation (“Gran
      Tierra,”
or
      the
“Company”),
      and
      the purchaser signatory hereto (the “Purchaser”).

     

    This
      Agreement is made pursuant to Amendment No. 2 to Colombian Participation
      Agreement, dated as of July __, 2008 among Gran Tierra, Gran Tierra Energy
      Colombia Ltd., a Utah partnership and Crosby Capital, LLC (as such Colombian
      Participation Agreement is so amended, including by Amendment
      No. 1 thereto dated as of November 1, 2006, the
      “Participation
      Agreement”).

     

    The
      Company and Purchaser hereby agree as follows:

     

    Definitions.
      As used
      in this Agreement, the following terms shall have the following
      meanings:

     

    “Advice”
shall
      have the meaning set forth in Section 6(c).

     

    “Common
      Stock”
means
      common stock, par value $0.001 per share, of Gran Tierra.

     

    “Effectiveness
      Period”
shall
      have the meaning set forth in Section 2.

     

    “Filing
      Date”
means
      as soon as practicable after issuance of the Shares. 

     

    “Holder”
or
      “Holders”
means
      the holder or holders, as the case may be, from time to time of Registrable
      Securities.

     

    “Holders’
      Counsel”
means
      the one counsel to the Holders as set forth in Section 6(o). 

     

    “Indemnified
      Party”
shall
      have the meaning set forth in Section 5(c).

     

    “Indemnifying
      Party”
shall
      have the meaning set forth in Section 5(c).

     

    “Losses”
shall
      have the meaning set forth in Section 5(a).

     

    “Plan
      of Distribution”
shall
      have the meaning set forth in Section 2. 

     

    “Prospectus”
means
      the prospectus included in a Registration Statement (including, without
      limitation, a prospectus that includes any information previously omitted from
      a
      prospectus filed as part of an effective registration statement in reliance
      upon
      Rule 430A promulgated under the Securities Act), as amended or supplemented
      by
      any prospectus supplement, with respect to the terms of the offering of any
      portion of the Registrable Securities covered by a Registration Statement,
      and
      all other amendments and supplements to the Prospectus, including post-effective
      amendments, and all material incorporated by reference or deemed to be
      incorporated by reference in such Prospectus.

     

    “Registrable
      Securities”
means
      all of (i) the Shares issuable, and (ii) any shares of Common Stock issued
      or
      issuable upon any stock split, dividend or other distribution, recapitalization
      or similar event with respect to the foregoing. 

     

    “Registration
      Statement”
means
      the registration statements required to be filed hereunder and any additional
      registration statements contemplated by Section 3(c), including (in each case)
      the Prospectus, amendments and supplements to such registration statement or
      Prospectus, including pre- and post-effective amendments, all exhibits thereto,
      and all material incorporated by reference or deemed to be incorporated by
      reference in such registration statement.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    “Rule
      415”
means
      Rule 415 promulgated by the Commission pursuant to the Securities Act, as such
      Rule may be amended from time to time, or any similar rule or regulation
      hereafter adopted by the Commission having substantially the same purpose and
      effect as such Rule.

     

    “Rule
      424”
means
      Rule 424 promulgated by the Commission pursuant to the Securities Act, as such
      Rule may be amended from time to time, or any similar rule or regulation
      hereafter adopted by the Commission having substantially the same purpose and
      effect as such Rule.

     

    “Securities
      Act”
means
      the Securities Act of 1933, as amended.

     

    “Selling
      Shareholder Questionnaire”
shall
      have the meaning set forth in Section 3(a).

     

    “Shares”
means
      2,000,000 shares of Common Stock issued in the aggregate to the
      Holders.

     

    Shelf
      Registration.

     

    On
      or
      prior to the Filing Date, Gran Tierra shall prepare and file with the Commission
      a “Shelf” Registration Statement covering the resale of the Registrable
      Securities on such Filing Date for an offering to be made on a continuous basis
      pursuant to Rule 415. The Registration Statement shall be on Form S-3 (except
      if
      Gran Tierra is not then eligible to register for resale the Registrable
      Securities on Form S-3, in which case such registration shall be on another
      appropriate form in accordance herewith) and shall contain (unless otherwise
      directed by at least a 51% majority in interest of the Holders) substantially
      the “Plan
      of Distribution”
      attached hereto as Annex
      A,
      as may
      be revised by the Company in its reasonable discretion in response to comments
      received by the Commission or to conform the Plan of Distribution with a plan
      of
      distribution contained in a registration statement with which the Registration
      Statement is combined. Subject to the terms of this Agreement, Gran Tierra
      shall
      use its reasonable best efforts to cause a Registration Statement to be declared
      effective under the Securities Act as promptly as possible after the filing
      thereof, and shall use its reasonable best efforts to keep such Registration
      Statement continuously effective under the Securities Act until all Registrable
      Securities covered by such Registration Statement have been sold, or may be
      sold
      without volume restrictions pursuant to Rule 144, as determined by the counsel
      to Gran Tierra pursuant to a written opinion letter to such effect, addressed
      and acceptable to Gran Tierra’s transfer agent (the “Effectiveness
      Period”).
      The
      Company agrees to include in any such Registration Statement all information
      that the Holders of Registrable Securities may reasonably request. The Company
      shall telephonically request effectiveness of a Registration Statement as of
      5:00 pm Eastern Time on a Trading Day. The Company shall immediately notify
      the
      Holders via facsimile of the effectiveness of a Registration Statement on the
      same Trading Day that Gran Tierra telephonically confirms effectiveness with
      the
      Commission, which shall be the date requested for effectiveness of a
      Registration Statement. The Company shall, by 9:30 am Eastern Time on the
      Trading Day after the Effective Date (as defined in the Participation
      Agreement), file a final Prospectus with the Commission as required by Rule
      424.


     

    Registration
      Procedures

     

    In
      connection with Gran Tierra’s registration obligations hereunder, Gran Tierra
      shall:

     

    Not
      less
      than five Trading Days prior to the filing of each Registration Statement and
      not less than 1 Trading Day prior to the filing of any related Prospectus or
      any
      amendment or supplement thereto (including any document that would be
      incorporated or deemed to be incorporated therein by reference), Gran Tierra
      shall, (i) furnish to each Holder and to Holders’ Counsel copies of all such
      documents proposed to be filed, which documents (other than those incorporated
      or deemed to be incorporated by reference) will be subject to the review of
      such
      Holders and Holders’ Counsel and (ii) cause its officers and directors, counsel
      and independent certified public accountants to respond to such inquiries as
      shall be necessary, in the reasonable opinion of Holders’ Counsel, to conduct a
      reasonable investigation within the meaning of the Securities Act. The Company
      shall not file a Registration Statement or any such Prospectus or any amendments
      or supplements thereto to which the Holders of a majority of the Registrable
      Securities shall reasonably object in good faith, provided that, Gran Tierra
      is
      notified of such objection in writing no later than five (5) Trading Days after
      the Holders have been so furnished copies of a Registration Statement or 1
      Trading Day after the Holders have been so furnished copies of any related
      Prospectus or amendment or supplement thereto. Each Holder agrees to furnish
      to
      Gran Tierra a completed Questionnaire in the form attached to this Agreement
      as
      Annex B (a “Selling
      Shareholder Questionnaire”)
      not
      less than two Trading Days prior to the Filing Date or by the end of the fourth
      Trading Day following the date on which such Holder receives draft materials
      in
      accordance with this Section.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    (i)
      Prepare and file with the Commission such amendments, including post-effective
      amendments, to a Registration Statement and the Prospectus used in connection
      therewith as may be necessary to keep a Registration Statement continuously
      effective as to the applicable Registrable Securities for the Effectiveness
      Period and prepare and file with the Commission such additional Registration
      Statements in order to register for resale under the Securities Act all of
      the
      Registrable Securities; (ii) cause the related Prospectus to be amended or
      supplemented by any required Prospectus supplement (subject to the terms of
      this
      Agreement), and as so supplemented or amended to be filed pursuant to Rule
      424;
      (iii) respond as promptly as reasonably possible to any comments received from
      the Commission with respect to a Registration Statement or any amendment thereto
      and as promptly as reasonably possible provide the Holders and Holders’ Counsel
      notice of any such comments and true and complete copies of all correspondence
      from and to the Commission relating to a Registration Statement (provided that
      Gran Tierra may excise any information contained therein which would constitute
      material non-public information as to any Holder which has not executed a
      confidentiality agreement with Gran Tierra); and (iv) comply in all material
      respects with the provisions of the Securities Act and the Exchange Act with
      respect to the disposition of all Registrable Securities covered by a
      Registration Statement during the applicable period in accordance (subject
      to
      the terms of this Agreement) with the intended methods of disposition by the
      Holders thereof set forth in such Registration Statement as so amended or in
      such Prospectus as so supplemented.

     

    Notify
      the Holders of Registrable Securities to be sold (which notice shall, pursuant
      to clauses (iii) through (vi) hereof, be accompanied by an instruction to
      suspend the use of the Prospectus until the requisite changes have been made)
      as
      promptly as reasonably possible (and, in the case of (i)(A) below, not less
      than
      1 Trading Day prior to such filing) and (if requested by any such Person)
      confirm such notice in writing no later than one Trading Day following the
      day
      (i)(A) when a Prospectus or any Prospectus supplement or post-effective
      amendment to a Registration Statement is proposed to be filed; (B) when the
      Commission notifies Gran Tierra whether there will be a “review” of such
      Registration Statement and whenever the Commission comments in writing on such
      Registration Statement; and (C) with respect to a Registration Statement or
      any
      post-effective amendment, when the same has become effective; (ii) of any
      request by the Commission or any other Federal or state governmental authority
      for amendments or supplements to a Registration Statement or Prospectus or
      for
      additional information; (iii) of the issuance by the Commission or any other
      federal or state governmental authority of any stop order suspending the
      effectiveness of a Registration Statement covering any or all of the Registrable
      Securities or the initiation of any Proceedings for that purpose; (iv) of the
      receipt by Gran Tierra of any notification with respect to the suspension of
      the
      qualification or exemption from qualification of any of the Registrable
      Securities for sale in any jurisdiction, or the initiation or threatening of
      any
      Proceeding for such purpose; (v) of the occurrence of any event or passage
      of
      time that makes the financial statements included in a Registration Statement
      ineligible for inclusion therein or any statement made in a Registration
      Statement or Prospectus or any document incorporated or deemed to be
      incorporated therein by reference untrue in any material respect or that
      requires any revisions to a Registration Statement, Prospectus or other
      documents so that, in the case of a Registration Statement or the Prospectus,
      as
      the case may be, it will not contain any untrue statement of a material fact
      or
      omit to state any material fact required to be stated therein or necessary
      to
      make the statements therein, in light of the circumstances under which they
      were
      made, not misleading; and (vi) the occurrence or existence of any pending
      corporate development with respect to Gran Tierra that Gran Tierra believes
      may
      be material and that, in the determination of Gran Tierra, makes it not in
      the
      best interest of Gran Tierra to allow continued availability of a Registration
      Statement or Prospectus; provided that any and all of such information shall
      remain confidential to each Holder until such information otherwise becomes
      public, unless disclosure by a Holder is required by law.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    Use
      its
      reasonable best efforts to avoid the issuance of, or, if issued, obtain the
      withdrawal of (i) any order suspending the effectiveness of a Registration
      Statement, or (ii) any suspension of the qualification (or exemption from
      qualification) of any of the Registrable Securities for sale in any
      jurisdiction, at the earliest practicable moment.

     

    Furnish
      to each Holder and Holders’ Counsel, without charge, at least one conformed copy
      of each such Registration Statement and each amendment thereto, including
      financial statements and schedules, all documents incorporated or deemed to
      be
      incorporated therein by reference to the extent requested by such Person, and
      all exhibits to the extent requested by such Person (including those previously
      furnished or incorporated by reference) promptly after the filing of such
      documents with the Commission.

     

    Subject
      to the terms of this Agreement, Gran Tierra hereby consents to the use of such
      Prospectus and each amendment or supplement thereto by each of the selling
      Holders in connection with the offering and sale of the Registrable Securities
      covered by such Prospectus and any amendment or supplement thereto, except
      after
      the giving of any notice pursuant to Section 3(c).

     

    Prior
      to
      any resale of Registrable Securities by a Holder, use its reasonable best
      efforts to register or qualify or cooperate with the selling Holders in
      connection with the registration or qualification (or exemption from the
      Registration or qualification) of such Registrable Securities for the resale
      by
      the Holder under the securities or Blue Sky laws of such jurisdictions within
      the United States as any Holder reasonably requests in writing, to keep each
      registration or qualification (or exemption therefrom) effective during the
      Effectiveness Period and to do any and all other acts or things reasonably
      necessary to enable the disposition in such jurisdictions of the Registrable
      Securities covered by each Registration Statement; provided, that Gran Tierra
      shall not be required to qualify generally to do business in any jurisdiction
      where it is not then so qualified, subject Gran Tierra to any material tax
      in
      any such jurisdiction where it is not then so subject or file a general consent
      to service of process in any such jurisdiction.

     

    Upon
      the
      occurrence of any event contemplated by this Section 3, as promptly as
      reasonably possible under the circumstances taking into account Gran Tierra’s
      good faith assessment of any adverse consequences to Gran Tierra and its
      stockholders of the premature disclosure of such event, prepare a supplement
      or
      amendment, including a post-effective amendment, to a Registration Statement
      or
      a supplement to the related Prospectus or any document incorporated or deemed
      to
      be incorporated therein by reference, and file any other required document
      so
      that, as thereafter delivered, neither a Registration Statement nor such
      Prospectus will contain an untrue statement of a material fact or omit to state
      a material fact required to be stated therein or necessary to make the
      statements therein, in light of the circumstances under which they were made,
      not misleading. If Gran Tierra notifies the Holders in accordance with clauses
      (iii) through (vi) of Section 3(c) above to suspend the use of any Prospectus
      until the requisite changes to such Prospectus have been made, then the Holders
      shall suspend use of such Prospectus. The Company will use its reasonable best
      efforts to ensure that the use of the Prospectus may be resumed as promptly
      as
      is practicable. The Company shall be entitled to exercise its right under this
      Section 3(h) to suspend the availability of a Registration Statement and
      Prospectus, for a period not to exceed 60 calendar days (which need not be
      consecutive days) in any 12 month period.

     

    Comply
      with all applicable rules and regulations of the Commission.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    The
      Company may require each selling Holder to furnish to Gran Tierra a certified
      statement as to the number of shares of Common Stock beneficially owned by
      such
      Holder and, if required by the Commission, the natural persons thereof that
      have
      voting and dispositive control over the Shares. 

     

    Registration
      Expenses.
      All
      fees and expenses incident to the performance of or compliance with this
      Agreement by Gran Tierra shall be borne by Gran Tierra whether or not any
      Registrable Securities are sold pursuant to a Registration Statement. The fees
      and expenses referred to in the foregoing sentence shall include, without
      limitation, (i) all registration and filing fees (including, without limitation,
      fees and expenses (A) with respect to filings required to be made with any
      Trading Market on which the Common Stock is then listed for trading, (B) in
      compliance with applicable state securities or Blue Sky laws reasonably agreed
      to by Gran Tierra in writing (including, without limitation, fees and
      disbursements of counsel for Gran Tierra in connection with Blue Sky
      qualifications or exemptions of the Registrable Securities), (C) if not
      previously paid by Gran Tierra in connection with an Issuer Filing, with respect
      to any filing that may be required to be made by any broker through which a
      Holder intends to make sales of Registrable Securities with NASD Regulation,
      Inc. pursuant to the NASD Rule 2710, so long as the broker is receiving no
      more
      than a customary brokerage commission in connection with such sale, and (D)
      fees
      and expenses of Gran Tierra’s counsel and accountants and the reasonable fees
      and expenses of Holders’ Counsel (not to exceed $5,000 in the aggregate), (ii)
      printing expenses (including, without limitation, expenses of printing
      certificates for Registrable Securities, (iii) messenger, telephone and delivery
      expenses, (iv) fees and disbursements of counsel for Gran Tierra, (v) Securities
      Act liability insurance, if Gran Tierra so desires such insurance, and (vi)
      fees
      and expenses of all other Persons retained by Gran Tierra in connection with
      the
      consummation of the transactions contemplated by this Agreement. In addition,
      Gran Tierra shall be responsible for all of its internal expenses incurred
      in
      connection with the consummation of the transactions contemplated by this
      Agreement (including, without limitation, all salaries and expenses of its
      officers and employees performing legal or accounting duties), the expense
      of
      any annual audit and the fees and expenses incurred in connection with the
      listing of the Registrable Securities on any securities exchange as required
      hereunder. In no event shall Gran Tierra be responsible for any broker or
      similar commissions of any Holder, which shall be borne by the Holders in
      proportion to the number of Shares sold by each such Holder, or for any legal
      fees or other costs of the Holders other than as specifically set forth in
      (i)(D) above.

     

    Indemnification

     

    Indemnification
      by Gran Tierra.
      Gran
      Tierra shall, notwithstanding any termination of this Agreement, indemnify
      and
      hold harmless the each Holder, the officers, directors, members, partners,
      agents, brokers (including brokers who offer and sell Registrable Securities
      as
      principal as a result of a pledge or any failure to perform under a margin
      call
      of Common Stock), investment advisors and employees (and any other Persons
      with
      a functionally equivalent role of a Person holding such titles, notwithstanding
      a lack of such title or any other title) of each of them, each Person who
      controls any such Holder (within the meaning of Section 15 of the Securities
      Act
      or Section 20 of the Exchange Act) and the officers, directors, members,
      shareholders, partners, agents and employees (and any other Persons with a
      functionally equivalent role of a Person holding such titles, notwithstanding
      a
      lack of such title or any other title) of each such controlling Person, to
      the
      fullest extent permitted by applicable law, from and against any and all losses,
      claims, damages, liabilities, costs (including, without limitation, reasonable
      attorneys’ fees) and expenses related to actions or proceedings that are
      commenced or overtly threatened (collectively, “Losses”),
      as
      incurred, arising out of or relating to (1) any untrue or alleged untrue
      statement of a material fact contained in a Registration Statement, any
      Prospectus or any form of prospectus or in any amendment or supplement thereto
      or in any preliminary prospectus, or arising out of or relating to any omission
      or alleged omission of a material fact required to be stated therein or
      necessary to make the statements therein (in the case of any Prospectus or
      form
      of prospectus or supplement thereto, in light of the circumstances under which
      they were made) not misleading, or (2) any violation or alleged violation by
      Gran Tierra of the Securities Act, Exchange Act or any state securities law,
      or
      any rule or regulation thereunder, in connection with the performance of its
      obligations under this Agreement, except to the extent, but only to the extent,
      that (i) such untrue statements or omissions are based solely upon information
      regarding such Holder furnished in writing to Gran Tierra by such Holder
      expressly for use therein, or to the extent that such information relates to
      such Holder or such Holder’s proposed method of distribution of Registrable
      Securities and was reviewed and expressly approved in writing by such Holder
      expressly for use in a Registration Statement, such Prospectus or such form
      of
      Prospectus or in any amendment or supplement thereto (it being understood that
      the Holder has approved Annex A hereto for this purpose) or (ii) in the case
      of
      an occurrence of an event of the type specified in Section 3(c)(iii)-(vi),
      the
      use by such Holder of an outdated or defective Prospectus after Gran Tierra
      has
      notified such Holder in writing that the Prospectus is outdated or defective
      and
      prior to the receipt by such Holder of the Advice contemplated in Section 6(d).
      The Company shall notify the Holders promptly of the institution, threat or
      assertion of any Proceeding arising from or in connection with the transactions
      contemplated by this Agreement of which Gran Tierra is aware.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    Indemnification
      by Holders.
      Each
      Holder shall, jointly and severally, indemnify and hold harmless Gran Tierra,
      its directors, officers, agents and employees, each Person who controls Gran
      Tierra (within the meaning of Section 15 of the Securities Act and Section
      20 of
      the Exchange Act), and the directors, officers, agents or employees of such
      controlling Persons, to the fullest extent permitted by applicable law, from
      and
      against all Losses, as incurred, to the extent arising out of or based solely
      upon: (x) such Holder’s failure to comply with the prospectus delivery
      requirements of the Securities Act or (y) any untrue or alleged untrue statement
      of a material fact contained in any Registration Statement, any Prospectus,
      or
      any form of prospectus, or in any amendment or supplement thereto or in any
      preliminary prospectus, or arising out of or relating to any omission or alleged
      omission of a material fact required to be stated therein or necessary to make
      the statements therein not misleading (i) to the extent, but only to the extent,
      that such untrue statement or omission is contained in any information so
      furnished in writing by such Holder to Gran Tierra specifically for inclusion
      in
      such Registration Statement or such Prospectus or (ii) to the extent that such
      information relates to such Holder’s proposed method of distribution of
      Registrable Securities and was reviewed and expressly approved in writing by
      such Holder expressly for use in a Registration Statement (it being understood
      that the Holder has approved Annex A hereto for this purpose), such Prospectus
      or such form of Prospectus or in any amendment or supplement thereto or (iii)
      in
      the case of an occurrence of an event of the type specified in Section
      3(c)(iii)-(vi), the use by such Holder of an outdated or defective Prospectus
      after Gran Tierra has notified such Holder in writing that the Prospectus is
      outdated or defective and prior to the receipt by such Holder of the Advice
      contemplated in Section 6(d). In no event shall the liability of any selling
      Holder hereunder be greater in amount than the dollar amount of the net proceeds
      received by such Holder upon the sale of the Registrable Securities giving
      rise
      to such indemnification obligation.

     

    Conduct
      of Indemnification Proceedings.
      If any
      Proceeding shall be brought or asserted against any Person entitled to indemnity
      hereunder (an “Indemnified
      Party”),
      such
      Indemnified Party shall promptly notify the Person from whom indemnity is sought
      (the “Indemnifying
      Party”)
      in
      writing, and the Indemnifying Party shall have the right to assume the defense
      thereof, including the employment of counsel reasonably satisfactory to the
      Indemnified Party and the payment of all fees and expenses incurred in
      connection with defense thereof; provided, that the failure of any Indemnified
      Party to give such notice shall not relieve the Indemnifying Party of its
      obligations or liabilities pursuant to this Agreement, except (and only) to
      the
      extent that it shall be finally determined by a court of competent jurisdiction
      (which determination is not subject to appeal or further review) that such
      failure shall have prejudiced the Indemnifying Party.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    An
      Indemnified Party shall have the right to employ separate counsel in any such
      Proceeding and to participate in the defense thereof, but the fees and expenses
      of such counsel shall be at the expense of such Indemnified Party or Parties
      unless: (1) the Indemnifying Party has agreed in writing to pay such fees and
      expenses; (2) the Indemnifying Party shall have failed promptly to assume the
      defense of such Proceeding and to employ counsel reasonably satisfactory to
      such
      Indemnified Party in any such Proceeding; or (3) the named parties to any such
      Proceeding (including any impleaded parties) include both such Indemnified
      Party
      and the Indemnifying Party, and counsel to the Indemnified Party shall
      reasonably believe that a material conflict of interest is likely to exist
      if
      the same counsel were to represent such Indemnified Party and the Indemnifying
      Party (in which case, if such Indemnified Party notifies the Indemnifying Party
      in writing that it elects to employ separate counsel at the expense of the
      Indemnifying Party, the Indemnifying Party shall not have the right to assume
      the defense thereof and the reasonable fees and expenses of no more than one
      separate counsel shall be at the expense of the Indemnifying Party). The
      Indemnifying Party shall not be liable for any settlement of any such Proceeding
      effected without its written consent, which consent shall not be unreasonably
      withheld or delayed. No Indemnifying Party shall, without the prior written
      consent of the Indemnified Party, effect any settlement of any pending
      Proceeding in respect of which any Indemnified Party is a party, unless such
      settlement includes an unconditional release of such Indemnified Party from
      all
      liability on claims that are the subject matter of such Proceeding.

     

    Subject
      to the terms of this Agreement, all reasonable fees and expenses of the
      Indemnified Party (including reasonable fees and expenses to the extent incurred
      in connection with investigating or preparing to defend such Proceeding in
      a
      manner not inconsistent with this Section) shall be paid to the Indemnified
      Party, as incurred, within ten Trading Days of written notice thereof to the
      Indemnifying Party; provided,
      that
      the Indemnified Party shall promptly reimburse the Indemnifying Party for that
      portion of such fees and expenses applicable to such actions for which such
      Indemnified Party is judicially determined to be not entitled to indemnification
      hereunder.

     

    Contribution.
      If the
      indemnification under Section 5(a) or 5(b) is unavailable to an Indemnified
      Party or insufficient to hold an Indemnified Party harmless for any Losses,
      then
      each Indemnifying Party shall contribute to the amount paid or payable by such
      Indemnified Party, in such proportion as is appropriate to reflect the relative
      fault of the Indemnifying Party and Indemnified Party in connection with the
      actions, statements or omissions that resulted in such Losses as well as any
      other relevant equitable considerations. The relative fault of such Indemnifying
      Party and Indemnified Party shall be determined by reference to, among other
      things, whether any action in question, including any untrue or alleged untrue
      statement of a material fact or omission or alleged omission of a material
      fact,
      has been taken or made by, or relates to information supplied by, such
      Indemnifying Party or Indemnified Party, and the parties’ relative intent,
      knowledge, access to information and opportunity to correct or prevent such
      action, statement or omission. The amount paid or payable by a party as a result
      of any Losses shall be deemed to include, subject to the limitations set forth
      in this Agreement, any reasonable attorneys’ or other fees or expenses incurred
      by such party in connection with any Proceeding to the extent such party would
      have been indemnified for such fees or expenses if the indemnification provided
      for in this Section was available to such party in accordance with its
      terms.

     

    The
      parties hereto agree that it would not be just and equitable if contribution
      pursuant to this Section 5(d) were determined by pro rata allocation or by
      any
      other method of allocation that does not take into account the equitable
      considerations referred to in the immediately preceding paragraph.
      Notwithstanding the provisions of this Section 5(d), no Holder shall be required
      to contribute, in the aggregate, any amount in excess of the amount by which
      the
      net proceeds actually received by such Holder from the sale of the Registrable
      Securities subject to the Proceeding exceeds the amount of any damages that
      such
      Holder has otherwise been required to pay by reason of such untrue or alleged
      untrue statement or omission or alleged omission, except in the case of fraud
      by
      such Holder.

     

    The
      indemnity and contribution agreements contained in this Section are in addition
      to any liability that the Indemnifying Parties may have to the Indemnified
      Parties.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    Miscellaneous

     

    Remedies.
      In the
      event of a breach by Gran Tierra or by a Holder, of any of their respective
      obligations under this Agreement, each Holder or Gran Tierra, as the case may
      be, in addition to being entitled to exercise all rights granted by law and
      under this Agreement, including recovery of damages, will be entitled to
      specific performance of its rights under this Agreement. The Company and each
      Holder agree that monetary damages would not provide adequate compensation
      for
      any losses incurred by reason of a breach by it of any of the provisions of
      this
      Agreement and hereby further agrees that, in the event of any action for
      specific performance in respect of such breach, it shall not assert or shall
      waive the defense that a remedy at law would be adequate.

     

    Compliance.
      Each
      Holder covenants and agrees that it will comply with the prospectus delivery
      requirements of the Securities Act as applicable to it in connection with sales
      of Registrable Securities pursuant to a Registration Statement.

     

    Discontinued
      Disposition.
      Each
      Holder agrees by its acquisition of Registrable Securities that, upon receipt
      of
      a notice from Gran Tierra of the occurrence of any event of the kind described
      in Section 3(c), such Holder will forthwith discontinue disposition of such
      Registrable Securities under a Registration Statement until it is advised in
      writing (the “Advice”)
      by
      Gran Tierra that the use of the applicable Prospectus (as it may have been
      supplemented or amended) may be resumed. The Company will use its reasonable
      best efforts to ensure that the use of the Prospectus may be resumed as promptly
      as it practicable. 

     

    Amendments
      and Waivers.
      The
      provisions of this Agreement, including the provisions of this sentence, may
      not
      be amended, modified or supplemented, and waivers or consents to departures
      from
      the provisions hereof may not be given, unless the same shall be in writing
      and
      signed by Gran Tierra and each Holder of the then outstanding Registrable
      Securities. Notwithstanding the foregoing, a waiver or consent to depart from
      the provisions hereof with respect to a matter that relates exclusively to
      the
      rights of Holders and that does not directly or indirectly affect the rights
      of
      other Holders may be given by Holders of all of the Registrable Securities
      to
      which such waiver or consent relates; provided,
      however,
      that
      the provisions of this sentence may not be amended, modified, or supplemented
      except in accordance with the provisions of the immediately preceding
      sentence.

     

    Notices.
      Any and
      all notices or other communications or deliveries required or permitted to
      be
      provided hereunder shall be delivered as set forth in the Participation
      Agreement.

     

    Successors
      and Assigns.
      This
      Agreement shall inure to the benefit of and be binding upon the successors
      and
      permitted assigns of each of the parties and shall inure to the benefit of
      each
      Holder. The Company may not assign its rights (except by merger) or obligations
      hereunder without the prior written consent of all of the Holders of the
      then-outstanding Registrable Securities. Each Holder may assign their respective
      rights hereunder in the manner and to the Persons as permitted under the
      Participation Agreement.

     

    Execution
      and Counterparts.
      This
      Agreement may be executed in two or more counterparts, all of which when taken
      together shall be considered one and the same agreement and shall become
      effective when counterparts have been signed by each party and delivered to
      the
      other party, it being understood that both parties need not sign the same
      counterpart. In the event that any signature is delivered by facsimile
      transmission or by e-mail delivery of a “.pdf” format data file, such signature
      shall create a valid and binding obligation of the party executing (or on whose
      behalf such signature is executed) with the same force and effect as if such
      facsimile or “.pdf” signature page were an original thereof.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    Governing
      Law.
      All
      questions concerning the construction, validity, enforcement and interpretation
      of this Agreement shall be determined in accordance with the provisions of
      the
      Participation Agreement.

     

    Cumulative
      Remedies.
      The
      remedies provided herein are cumulative and not exclusive of any other remedies
      provided by law.

     

    Severability.
      If any
      term, provision, covenant or restriction of this Agreement is held by a court
      of
      competent jurisdiction to be invalid, illegal, void or unenforceable, the
      remainder of the terms, provisions, covenants and restrictions set forth herein
      shall remain in full force and effect and shall in no way be affected, impaired
      or invalidated, and the parties hereto shall use their commercially reasonable
      efforts to find and employ an alternative means to achieve the same or
      substantially the same result as that contemplated by such term, provision,
      covenant or restriction. It is hereby stipulated and declared to be the
      intention of the parties that they would have executed the remaining terms,
      provisions, covenants and restrictions without including any of such that may
      be
      hereafter declared invalid, illegal, void or unenforceable.

     

    Headings.
      The
      headings in this Agreement are for convenience only, do not constitute a part
      of
      this Agreement, and shall not be deemed to limit or affect any of the provisions
      hereof.

     

    Adjustments
      affecting Registrable Securities.
      Gran
      Tierra will not effect or permit to occur any combination or subdivision of
      its
      Common Stock which would adversely affect the ability of the Holders to include
      the Registrable Securities in any registration of securities contemplated by
      this Agreement or the marketability of the Registrable Securities under any
      such
      registration.

     

    Rule
      144.
      Gran
      Tierra shall use its reasonable best efforts to file all reports required to
      be
      filed by it under the Securities Act and the Exchange Act and will take such
      further action as any Holder may reasonably request, all to the extent required
      from time to time to enable each Holder to sell Registrable Securities without
      registration under the Securities Act within the limitation of the exemptions
      provided by Rule 144. Upon the request of any Holder, Gran Tierra will deliver
      to the Holder a written statement as to whether it has complied with such
      requirements. Upon receipt by the Company from a Holder of such documentation
      as
      the Company may reasonably request, the Company will promptly provide all
      instructions and information required by the Company’s transfer agent in order
      for the Holder to sell and transfer the Registrable Securities held by
      it.

     

    Holders
      Counsel.
      Holders’ Counsel shall initially be Bond & Smyser, LLP, and may be changed
      hereafter by written notice to the Company by Holders holding not less than
      51%
      of the Registrable Securities then outstanding.

     

    Accredited
      Investor Status.
      Each
      Holder represents and warrants that the Holder is an “accredited investor” as
      that term is defined in Rule 501(a) promulgated under the Securities Act, and
      has indicated such specific category of classification on the signature page
      hereof with respect to such Holder.

     

    Term.
      This
      Agreement shall terminate and be of no further force and effect upon the earlier
      to occur of (i) the date upon which there are no longer any Registrable
      Securities outstanding, and (ii) the date upon which all Registrable Securities
      may be sold without volume restrictions pursuant to Rule 144 without regard
      to
      compliance with subparagraph (c)(1) thereof.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    IN
      WITNESS WHEREOF, the parties have executed this Registration Rights Agreement
      as
      of the date first written above.


     

    
      	
              Gran
                Tierra Energy Inc., a Nevada Corporation

            
	 	 
	
              By: 

            	 
	 	
              Name:

            
	 	
              Title:

            


    

    


    [SIGNATURE
      PAGE OF HOLDERS FOLLOWS]

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    [SIGNATURE
      PAGE OF HOLDERS]

    


    Name
      of
      Purchaser: __________________________

    Signature
      of Authorized Signatory of Purchaser:
      __________________________

    Name
      of
      Authorized Signatory: _________________________

    Title
      of
      Authorized Signatory: __________________________

    


    Accredited
      Investor Confirmation:

     

    The
      Purchaser represents and warrants that the Purchaser comes within each category
      marked below. The Purchaser agrees to furnish any additional information that
      the Company deems necessary in order to verify the answers set forth
      below.

     

    (PLEASE
      MARK EACH CATEGORY APPLICABLE TO YOU)

     

    
      	
              ____

            	 	
              The
                Purchaser is an individual (not a partnership, corporation, etc.)
                whose
                individual net worth, or joint net worth with his or her spouse,
                presently
                exceeds $1,000,000.

            
	 	 	 
	 	 	
              Explanation.
                In
                calculating net worth you may include equity in personal property
                and real
                estate, including your principal residence, cash, short-term investments,
                stock and securities. Equity in personal property and real estate
                should
                be based on the fair market value of such property less debt secured
                by
                such property.

            
	 	 	 
	
              ____

            	 	
              The
                Purchaser is an individual (not a partnership, corporation, etc.)
                who had
                an income in excess of $200,000 in each of the two most recent years,
                or
                joint income with his or her spouse in excess of $300,000 in each
                of those
                years (in each case including foreign income, tax exempt income and
                full
                amount of capital gains and losses but excluding any income of other
                family members and any unrealized capital appreciation), and has
                a
                reasonable expectation of reaching the same income level in the current
                year.

            
	 	 	 
	
              ____

            	 	
              The
                Purchaser is a corporation, partnership, business trust, not formed
                for
                the purpose of acquiring the Securities, or an organization described
                in
                Section 501(c)(3) of the Internal Revenue Code of 1986, as amended
                (the
                “Code”), in each case with total assets in excess of
                $5,000,000.

            
	 	 	 
	
              ____

            	 	
              The
                Purchaser is a trust with total assets in excess of $5,000,000, not
                formed
                for the specific purpose of acquiring the Securities, whose purchase
                is
                directed by a “sophisticated person” as described in Rule 506(b)(2)(ii)
                promulgated under the Act.

            
	 	 	 
	
              ____

            	
                

            	
              The
                Purchaser is an entity all the equity owners of which are “accredited
                investors” within one or more of the above categories.
                

            


    

     

    
      	  
	
              (describe
                entity)

            


    

     

    THE
      PURCHASER UNDERSTANDS THAT GRAN TIERRA WILL RELY ON THE FOREGOING
      REPRESENTATIONS TO, AMONG OTHER THINGS, ISSUE THE SHARES PURSUANT TO THE
      PARTICIPATION AGREEMENT IN RELIANCE ON THE EXEMPTION FOR THE OFFER AND SALE
      OF
      THE SHARES FROM THE REQUIREMENT TO REGISTER THE SHARES UNDER THE
      ACT.

     

    [SIGNATURE
      PAGES CONTINUE]

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    ANNEX
      A

     

    Plan
      of Distribution

     

    Each
      Selling Stockholder (the “Selling
      Stockholders”)
      of the
      common stock and any of their pledgees, assignees and successors-in-interest
      may, from time to time, sell any or all of their shares of common stock on
      the
      American Stock Exchange or any other stock exchange, market or trading facility
      on which the shares are traded or in private transactions. These sales may
      be at
      fixed or negotiated prices. A Selling Stockholder may use any one or more of
      the
      following methods when selling shares:

     

    
      	 	
              ·

            	
              ordinary
                brokerage transactions and transactions in which the broker-dealer
                solicits purchasers;

            


    

     

    
      	 	
              ·

            	
              block
                trades in which the broker-dealer will attempt to sell the shares
                as agent
                but may position and resell a portion of the block as principal to
                facilitate the transaction;

            


    

     

    
      	 	
              ·

            	
              purchases
                by a broker-dealer as principal and resale by the broker-dealer for
                its
                account;

            


    

     

    
      	 	
              ·

            	
              an
                exchange distribution in accordance with the rules of the applicable
                exchange;

            


    

     

    
      	 	
              ·

            	
              privately
                negotiated transactions;

            


    

     

    
      	 	
              ·

            	
              settlement
                of short sales entered into after the effective date of the registration
                statement of which this prospectus is a
                part;

            


    

     

    
      	 	
              ·

            	
              broker-dealers
                may agree with the Selling Stockholders to sell a specified number
                of such
                shares at a stipulated price per
                share;

            


    

     

    
      	 	
              ·

            	
              through
                the writing or settlement of options or other hedging transactions,
                whether through an options exchange or otherwise;
                

            


    

     

    
      	 	
              ·

            	
              a
                combination of any such methods of sale;
                or

            


    

     

    
      	 	
              ·

            	
              any
                other method permitted pursuant to applicable
                law.

            


    

     

    The
      Selling Stockholders may also sell shares under Rule 144 under the Securities
      Act of 1933, as amended (the “Securities
      Act”),
      if
      available, rather than under this prospectus.

     

    Broker-dealers
      engaged by the Selling Stockholders may arrange for other brokers-dealers to
      participate in sales. Broker-dealers may receive commissions or discounts from
      the Selling Stockholders (or, if any broker-dealer acts as agent for the
      purchaser of shares, from the purchaser) in amounts to be negotiated, but,
      except as set forth in a supplement to this Prospectus, in the case of an agency
      transaction not in excess of a customary brokerage commission in compliance
      with
      NASDR Rule 2440; and in the case of a principal transaction a markup or markdown
      in compliance with NASDR IM-2440. 

     

    In
      connection with the sale of the common stock or interests therein, the Selling
      Stockholders may enter into hedging transactions with broker-dealers or other
      financial institutions, which may in turn engage in short sales of the Common
      Stock in the course of hedging the positions they assume. The Selling
      Stockholders may also sell shares of the common stock short and deliver these
      securities to close out their short positions, or loan or pledge the common
      stock to broker-dealers that in turn may sell these securities. The Selling
      Stockholders may also enter into option or other transactions with
      broker-dealers or other financial institutions or the creation of one or more
      derivative securities which require the delivery to such broker-dealer or other
      financial institution of shares offered by this prospectus, which shares such
      broker-dealer or other financial institution may resell pursuant to this
      prospectus (as supplemented or amended to reflect such
      transaction).


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    Each
      Selling Stockholder has informed Gran Tierra that it is not an affiliate of
      Gran
      Tierra, or any broker dealer within the meaning of the Securities Act, and
      does
      not have any written or oral agreement or understanding, directly or indirectly,
      with any person to distribute the Common Stock. In no event shall any
      broker-dealer receive fees, commissions and markups which, in the aggregate,
      would exceed eight percent (8%).

     

    The
      Company is required to pay certain fees and expenses incurred by Gran Tierra
      incident to the registration of the shares. The Company has agreed to indemnify
      the Selling Stockholders against certain losses, claims, damages and
      liabilities, including liabilities under the Securities Act. 

     

    Because
      Selling Stockholders may be deemed to be “underwriters” within the meaning of
      the Securities Act, they will be subject to the prospectus delivery requirements
      of the Securities Act including Rule 172 thereunder. In addition, any securities
      covered by this prospectus which qualify for sale pursuant to Rule 144 under
      the
      Securities Act may be sold under Rule 144 rather than under this prospectus.
      There is no underwriter or coordinating broker acting in connection with the
      proposed sale of the resale shares by the Selling Stockholders.

     

    We
      agreed
      to keep this prospectus effective until the earlier of (i) the date on which
      the
      shares may be resold by the Selling Stockholders without registration and
      without regard to any volume limitations by reason of Rule 144 under the
      Securities Act or any other rule of similar effect or (ii) all of the shares
      have been sold pursuant to this prospectus or Rule 144 under the Securities
      Act
      or any other rule of similar effect. The resale shares will be sold only through
      registered or licensed brokers or dealers if required under applicable state
      securities laws. In addition, in certain states, the resale shares may not
      be
      sold unless they have been registered or qualified for sale in the applicable
      state or an exemption from the registration or qualification requirement is
      available and is complied with.

     

    Under
      applicable rules and regulations under the Exchange Act, any person engaged
      in
      the distribution of the resale shares may not simultaneously engage in market
      making activities with respect to the common stock for the applicable restricted
      period, as defined in Regulation M, prior to the commencement of the
      distribution. In addition, the Selling Stockholders will be subject to
      applicable provisions of the Exchange Act and the rules and regulations
      thereunder, including Regulation M, which may limit the timing of purchases
      and
      sales of shares of the common stock by the Selling Stockholders or any other
      person. We will make copies of this prospectus available to the Selling
      Stockholders and have informed them of the need to deliver a copy of this
      prospectus to each purchaser at or prior to the time of the
      sale.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    Annex
      B

     

    Gran
      Tierra Energy Inc. 

     

    Selling
      Securityholder Notice and Questionnaire

     

    The
      undersigned beneficial owner of common stock, par value $0.001 per share (the
      “Common
      Stock”),
      of
      Gran Tierra Energy Inc., a Nevada corporation (the “Gran
      Tierra”),
      (the
“Registrable
      Securities”)
      understands that Gran Tierra has filed or intends to file with the Securities
      and Exchange Commission (the “Commission”)
      a
      registration statement on Form S-3 (the “Registration
      Statement”)
      for
      the registration and resale under Rule 415 of the Securities Act of 1933, as
      amended (the “Securities
      Act”),
      of
      the Registrable Securities, in accordance with the terms of the several
      Registration Rights Agreements, dated as of _________ ____, 2008 (the
“Registration
      Rights Agreements”),
      each
      among Gran Tierra and the Purchaser named therein. Copies of the Registration
      Rights Agreements are available from Gran Tierra upon request at the address
      set
      forth below. All capitalized terms not otherwise defined herein shall have
      the
      meanings ascribed thereto in the Registration Rights Agreements.

     

    Certain
      legal consequences arise from being named as a selling securityholder in the
      Registration Statement and the related prospectus. Accordingly, holders and
      beneficial owners of Registrable Securities are advised to consult their own
      securities law counsel regarding the consequences of being named or not being
      named as a selling securityholder in the Registration Statement and the related
      prospectus.

     

    NOTICE

     

    The
      undersigned beneficial owner (the “Selling
      Securityholder”)
      of
      Registrable Securities hereby elects to include the Registrable Securities
      owned
      by it and listed below in Item 3 (unless otherwise specified under such Item
      3)
      in the Registration Statement.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    The
      undersigned hereby provides the following information to Gran Tierra and
      represents and warrants that such information is accurate:

     

    QUESTIONNAIRE

     

    
      	1.	
              Name.

            


    

     

    
      	 	
              (a)

            	
              Full
                Legal Name of Selling
                Securityholder

            


    

     

    
      	 
	 


    

    


    
      	 	
              (b)

            	
              Full
                Legal Name of Registered Holder (if not the same as (a) above) through
                which Registrable Securities Listed in Item 3 below are
                held:

            


    

     

    
      	 
	 


    

    


    
      	 	
              (c)

            	
              Full
                Legal Name of Natural Control Person (which means a natural person
                who
                directly or indirectly alone or with others has power to vote or
                dispose
                of the securities covered by the
                questionnaire):

            


    

     

    
      	 
	 


    

    


    2.
      Address for Notices to Selling Securityholder:

     

    
      	 
	 
	 
	
              Telephone: 

            	 

	
              Fax: 

            	 

	
              Contact Person: 

            	 



    

    


    3.
      Beneficial Ownership of Registrable Securities:

     

    
      	 	
              (a)

            	
              Type
                and Number of Registrable Securities beneficially owned (not including
                the
                Registrable Securities that are issuable pursuant to the Participation
                Agreement):

            


    

     

    
      	 
	 
	 
	 


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    4.
      Broker-Dealer Status:

     

    
      	 	
              (a)

            	
              Are
                you a broker-dealer?

            


    

     

    
      	
              Yes
                 ̈

            	 	
              No
                 ̈

            


    

     

    
      	 	
              (b)

            	
              If
                “yes” to Section 4(a), did you receive your Registrable Securities as
                compensation for investment banking services to Gran
                Tierra.

            


    

     

    
      	
              Yes
                 ̈

            	 	
              No
                 ̈

            


    

     

    
      	 	
              Note:

            	
              If
                no, the Commission’s staff has indicated that you should be identified as
                an underwriter in the Registration
                Statement.

            


    

     

    
      	 	
              (c)

            	
              Are
                you an affiliate of a
                broker-dealer?

            


    

    
       

      
        	
                Yes
                   ̈

              	 	
                No
                   ̈

              


      

    

     

    
      	 	
              (d)

            	
              If
                you are an affiliate of a broker-dealer, do you certify that you
                bought
                the Registrable Securities in the ordinary course of business, and
                at the
                time of the purchase of the Registrable Securities to be resold,
                you had
                no agreements or understandings, directly or indirectly, with any
                person
                to distribute the Registrable
                Securities?

            


    

    
       

      
        	
                Yes
                   ̈

              	 	
                No
                   ̈

              


      

    

     

    
      	 	
              Note:

            	
              If
                no, the Commission’s staff has indicated that you should be identified as
                an underwriter in the Registration
                Statement.

            


    

     

    5.
      Beneficial Ownership of Other Securities of Gran Tierra Owned by the Selling
      Securityholder.

     

    Except
      as set forth below in this Item 5, the undersigned is not the beneficial or
      registered owner of any securities of Gran Tierra other than the Registrable
      Securities listed above in Item 3.

     

    
      	 	
              (a)

            	
              Type
                and Amount of Other Securities beneficially owned by the Selling
                Securityholder:

            


    

     

    
      	 
	 
	 


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    6.
      Relationships with Gran Tierra:

     

    (a)
      Except as set forth below, neither the undersigned nor any of its affiliates,
      officers, directors or principal equity holders (owners of 5% of more of the
      equity securities of the undersigned) has held any position or office or has
      had
      any other material relationship with Gran Tierra (or its predecessors or
      affiliates) during the past three years.

     

    State
      any
      exceptions here:

     

    
      	 
	 
	 


    

     

    
      	 	
              (b)

            	
              Are
                you an affiliate of Gran Tierra (as that term is defined in Rule
                144)?

            


    

     

    Yes
o  No
o 

     

    The
      undersigned agrees to promptly notify Gran Tierra of any inaccuracies or changes
      in the information provided herein that may occur subsequent to the date hereof
      at any time while the Registration Statement remains effective.

     

    By
      signing below, the undersigned consents to the disclosure of the information
      contained herein in its answers to Items 1 through 6 and the inclusion of such
      information in the Registration Statement and the related prospectus and any
      amendments or supplements thereto. The undersigned understands that such
      information will be relied upon by Gran Tierra in connection with the
      preparation or amendment of the Registration Statement and the related
      prospectus.

     

    IN
      WITNESS WHEREOF the undersigned, by authority duly given, has caused this Notice
      and Questionnaire to be executed and delivered either in person or by its duly
      authorized agent.

     

    
      	
              Dated:
                _________________________________

            	
              Beneficial Owner: ________________________________________

            
	 	 	 
	 	
              By:

            	 
	 	 	
              Name:

            
	 	 	
              Title:

            


    

    


    PLEASE
      FAX A COPY OF THE COMPLETED AND EXECUTED NOTICE AND QUESTIONNAIRE, AND RETURN
      THE ORIGINAL BY OVERNIGHT MAIL, TO: