Exhibit
      10.1

    VOTING
      AND EXCHANGE TRUST AGREEMENT

     

    VOTING
      AND EXCHANGE AGREEMENT
      (the
“Agreement”)
      made
      as of the 14th
      day of
      November, 2008.

     

    AMONG:

     

    GRAN
      TIERRA ENERGY INC.,
      a
      corporation existing under the laws of the State of Nevada (hereinafter referred
      to as “Acquiror”),

     

    -
      and
      -

     

    GRAN
      TIERRA EXCHANGECO INC.,
      a
      corporation existing under the laws of Alberta (hereinafter referred to as
      “ExchangeCo”),

     

    -
      and
      -

     

    COMPUTERSHARE
      TRUST COMPANY OF CANADA,
      a
      Canadian trust company incorporated under the laws of Canada (hereinafter
      referred to as the “Trustee”),

     

    WHEREAS,
      in
      connection with the Arrangement Agreement, ExchangeCo may be required to issue
      Exchangeable Shares to certain holders of common shares in the capital of
      Target, a corporation existing under the laws of Alberta, pursuant to the Plan
      of Arrangement contemplated in the Arrangement Agreement;

     

    AND
      WHEREAS,
      pursuant to the Arrangement Agreement, Acquiror, ExchangeCo and Trustee have
      agreed to execute a voting and exchange trust agreement substantially in the
      form of this Agreement;

     

    NOW,
      THEREFORE,
      in
      consideration of the respective covenants and agreements provided in this
      Agreement and for other good and valuable consideration (the receipt and
      sufficiency of which are hereby acknowledged), the parties hereto covenant
      and
      agree as follows:

     

    ARTICLE
      1

    INTERPRETATION

     

    1.1 Definitions

     

    In
      this
      Agreement, unless the context otherwise requires, the following terms shall
      have
      the following meanings respectively:

     

    “ABCA”
means
      the Business
      Corporations Act (Alberta)
      as the same has been and may hereafter from time to time be
      amended;

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    “Acquiror
      Common Shares”
means
      the shares of common stock, no par value per share, in the capital of
      Acquiror;

     

    “Acquiror
      Control Transaction”
has
      the
      meaning ascribed thereto in the Exchangeable Share Provisions;

     

    “Acquiror
      Consent”
has
      the
      meaning ascribed thereto in Section 4.2;

     

    “Acquiror
      Meeting”
has
      the
      meaning ascribed thereto in Section 4.2;

     

    “Acquiror
      Special Voting Stock”
means
      one share of preferred stock of Acquiror to which that number of voting rights
      attach (each such voting right to be equal to the voting rights attached to
      one
      Acquiror Common Share) equal to the number of outstanding Exchangeable Shares
      held by Beneficiaries;

     

    “Acquiror
      Successor”
has
      the
      meaning ascribed thereto in Subsection 10.1(a);

     

    “Affiliate”
has
      the
      meaning ascribed thereto in the Securities Act, unless otherwise expressly
      stated herein;

     

    “Arrangement”
means
      the arrangement under section 193 of the ABCA on the terms and subject to the
      conditions set out in the Plan of Arrangement, subject to any amendments or
      variations thereto made in accordance with Article 6 of the Plan of Arrangement
      and Section 9.2 of the Arrangement Agreement or made at the direction of the
      Court;

     

    “Arrangement
      Agreement”
means
      the arrangement agreement made as of July 28, 2008 among Acquiror, ExchangeCo
      and Target, as amended, supplemented and/or restated in accordance therewith
      prior to the date hereof, providing for, among other things, the
      Arrangement;

     

    “Automatic
      Exchange Rights”
means
      the benefit of the obligation of Acquiror to effect the automatic exchange
      of
      Exchangeable Shares for Acquiror Common Shares pursuant to Section
      5.12;

     

    “Beneficiaries”
means
      the registered holders from time to time of Exchangeable Shares, other than
      Acquiror and its Affiliates;

     

    “Beneficiary
      Votes”
has
      the
      meaning ascribed thereto in Section 4.2;

     

    “Business
      Day”
means
      any day on which commercial banks are generally open for business in Calgary,
      Alberta, other than a Saturday, a Sunday or a day observed as a holiday in
      Calgary, Alberta under the laws of the Province of Alberta or the federal laws
      of Canada;

     

    “Callco”
means
      Gran Tierra Callco ULC, a corporation existing under the laws of the Province
      of
      Alberta;

     

    
      
        
        

      

      
        2.

        
          

        

      

      
        
        

      

    


    “Change
      of Law Call Right” has
      the
      meaning ascribed thereto in the Plan of Arrangement;

     

    “Court”
has
      the
      meaning ascribed thereto in the Plan of Arrangement;

     

    “Effective
      Date”
means
      the date the Arrangement is effective under the ABCA;

     

    “Equivalent
      Vote Amount”
means,
      with respect to any matter, proposition or question on which holders of Acquiror
      Common Shares are entitled to vote, consent or otherwise act, the number of
      votes to which a holder of one Acquiror Common Share is entitled with respect
      to
      such matter, proposition or question;

     

    “Exchange
      Right”
has
      the
      meaning ascribed thereto in Section 5.1;

     

    “Exchangeable
      Shares”
means
      the non-voting exchangeable shares in the capital of ExchangeCo, having
      substantially the rights, privileges, restrictions and conditions set out in
      Schedule “A” to the Plan of Arrangement;

     

    “Exchangeable
      Share Consideration”
has
      the
      meaning ascribed thereto in the Exchangeable Share Provisions;

     

    “Exchangeable
      Share Price”
has
      the
      meaning ascribed thereto in the Exchangeable Share Provisions;

     

    “Exchangeable
      Share Provisions”
means
      the rights, privileges, restrictions and conditions attaching to the
      Exchangeable Shares;

     

    “Final
      Order”
means
      the final order of the Court approving the Arrangement as such order may be
      amended by the Court at any time prior to the date hereof or, if appealed,
      then,
      unless such appeal is withdrawn or denied, as affirmed;

     

    “Indemnified
      Parties”
has
      the
      meaning ascribed thereto in Section 8.1;

     

    “Insolvency
      Event”
means:
      (i) the institution by ExchangeCo of any proceeding to be adjudicated a bankrupt
      or insolvent or to be wound up, or the consent of ExchangeCo to the institution
      of bankruptcy, insolvency or winding-up proceedings against it; or (ii) the
      filing of a petition, answer or consent seeking dissolution or winding-up under
      any bankruptcy, insolvency or analogous laws, including the Companies
      Creditors’ Arrangement Act
      (Canada)
      and the Bankruptcy
      and Insolvency Act
      (Canada), and the failure by ExchangeCo to contest in good faith any such
      proceedings commenced in respect of ExchangeCo within 30 days of becoming aware
      thereof, or the consent by ExchangeCo to the filing of any such petition or
      to
      the appointment of a receiver; or (iii) the making by ExchangeCo of a general
      assignment for the benefit of creditors, or the admission in writing by
      ExchangeCo of its inability to pay its debts generally as they become due;
      or
      (iv) ExchangeCo not being permitted, pursuant to solvency requirements of
      applicable law, to redeem any Retracted Shares pursuant to Section 6.6 of the
      Exchangeable Share Provisions;

     

    
      
        
        

      

      
        3.

        
          

        

      

      
        
        

      

    


    “Liquidation
      Call Right”
has
      the
      meaning ascribed thereto in the Plan of Arrangement;

     

    “Liquidation
      Event”
has
      the
      meaning ascribed thereto in Subsection 5.12(b);

     

    “Liquidation
      Event Effective Time”
has
      the
      meaning ascribed thereto in Subsection 5.12(c);

     

    “List”
has
      the
      meaning ascribed thereto in Section 4.6;

     

    “Officer’s
      Certificate”
means,
      with respect to Acquiror or ExchangeCo, as the case may be, a certificate signed
      by any one of the authorized signatories of Acquiror or ExchangeCo, as the
      case
      may be;

     

    “Person”
      includes any individual, firm, partnership, joint venture, venture capital
      fund,
      limited liability company, unlimited liability company, association, trust,
      trustee, executor, administrator, legal personal representative, estate, group,
      body corporate, corporation, unincorporated association or organization,
      government body, syndicate or other entity, whether or not having legal
      status;

     

    “Plan
      of Arrangement”
means
      the plan of arrangement substantially in the form and content of Exhibit A
      annexed to the Arrangement Agreement and any amendments or variations thereto
      made in accordance with Section 9.2 of the Arrangement Agreement or Article
      6 of
      the Plan of Arrangement or made at the direction of the Court in the Final
      Order;

     

    “Redemption
      Call Right”
has
      the
      meaning ascribed thereto in the Plan of Arrangement;

     

    “Redemption
      Date”
has
      the
      meaning ascribed thereto in the Exchangeable Share Provisions;

     

    “Retracted
      Shares”
has
      the
      meaning ascribed thereto in Section 5.7;

     

    “Retraction
      Call Right”
has
      the
      meaning ascribed thereto in the Exchangeable Share Provisions;

     

    “Securities
      Act”
means
      the Securities
      Act
      (Alberta) and the rules, regulations and policies made thereunder, as now in
      effect and as they may be amended from time to time prior to the Effective
      Date;

     

    “Support
      Agreement”
means
      that certain support agreement made as of even date herewith among ExchangeCo,
      Callco and Acquiror substantially in the form and content of Exhibit B to the
      Arrangement Agreement, with such changes thereto as the parties to the
      Arrangement Agreement, acting reasonably, may agree;

     

    “Target”
means
      Solana Resources Limited, a corporation existing under the laws of
      Alberta;

     

    
      
        
        

      

      
        4.

        
          

        

      

      
        
        

      

    


    “Trust”
means
      the trust created by this Agreement;

     

    “Trust
      Estate”
means
      the Acquiror Special Voting Stock, any other securities, the Exchange Right,
      the
      Automatic Exchange Rights and any money or other property which may be held
      by
      the Trustee from time to time pursuant to this Agreement; and

     

    “Voting
      Rights”
means
      the voting rights of the Acquiror Special Voting Stock held by the Trustee
      in
      respect of which the Beneficiaries are, in accordance with this Agreement,
      entitled to instruct the Trustee to vote.

     

    1.2 Interpretation
      Not Affected by Headings, etc.

     

    The
      division of this Agreement into articles, sections, subsections and other
      portions and the insertion of headings are for convenience of reference only
      and
      should not affect the construction or interpretation hereof. Unless otherwise
      indicated, all references to an “Article”, “Section” or “Subsection” followed by
      a number refer to the specified Article, Section or Subsection of this
      Agreement. The terms “this Agreement,” “hereof,” “herein” and “hereunder” and
      similar expressions refer to this Agreement and not to any particular Article,
      Section, Subsection or other portion hereof.

     

    1.3 Rules
      of Construction

     

    Unless
      otherwise specifically indicated or the context otherwise requires: (a) all
      references to “dollars” or “$” mean United States dollars; (b) words importing
      the singular shall include the plural and vice versa and words importing any
      gender shall include all genders; and (c) “include,” “includes” and “including”
shall be deemed to be followed by the words “without limitation.”

     

    1.4 Date
      for any Action

     

    In
      the
      event that any date on which any action is required to be taken hereunder by
      any
      of the parties hereto is not a Business Day, such action shall be required
      to be
      taken on the next succeeding day that is a Business Day.

     

    1.5 Payments

     

    All
      payments to be made hereunder will be made without interest and less any tax
      required by Canadian law to be deducted or withheld.

     

    ARTICLE
      2

    PURPOSE
      OF AGREEMENT

     

    2.1 Establishment

      of Trust

     

    The
      purpose of this Agreement is to create the Trust for the benefit of the
      Beneficiaries and Acquiror, as herein provided. The Trustee will hold the
      Acquiror Special Voting Stock in order to enable the Trustee to exercise the
      Voting Rights and will hold the Exchange Right and the Automatic Exchange Rights
      in order to enable the Trustee to exercise such rights, in each case as trustee
      for and on behalf of the Beneficiaries as provided in this Agreement. The
      Trustee will hold the Acquiror Special Voting Stock for and on behalf of
      Acquiror for all other rights associated with such Acquiror Special Voting
      Stock
      other than the Voting Rights.

     

    
      
        
        

      

      
        5.

        
          

        

      

      
        
        

      

    


    ARTICLE
      3

    ACQUIROR
      SPECIAL VOTING STOCK

     

    3.1 Issue
      and Ownership of the Acquiror Special
      Voting Stock

     

    Acquiror
      hereby agrees to issue to, and deposit with, the Trustee the Acquiror Special
      Voting Stock to be hereafter held of record by the Trustee as trustee for and
      on
      behalf of, and for the use and benefit of, the Beneficiaries and in accordance
      with the provisions of this Agreement. Acquiror hereby acknowledges receipt
      from
      the Trustee as trustee for and on behalf of the Beneficiaries of good and
      valuable consideration (and the adequacy thereof) for the issuance of the
      Acquiror Special Voting Stock by Acquiror to the Trustee. During the term of
      the
      Trust and subject to the terms and conditions of this Agreement, the Trustee
      shall possess and be vested with full legal ownership of such Acquiror Special
      Voting Stock and shall be entitled to exercise all of the rights and powers
      of
      an owner with respect to such Acquiror Special Voting Stock provided that the
      Trustee shall:

     

    
      	 	
              (a)

            	
              hold
                such Acquiror Special Voting Stock and the legal title thereto as
                trustee
                solely for the use and benefit of the Beneficiaries in accordance
                with the
                provisions of this Agreement; and

            


    

     

    
      	 	
              (b)

            	
              except
                as specifically authorized by this Agreement, have no power or authority
                to sell, transfer, vote or otherwise deal in or with such Acquiror
                Special
                Voting Stock and such Acquiror Special Voting Stock shall not be
                used or
                disposed of by the Trustee for any purpose other than the purposes
                for
                which this Trust is created pursuant to this
                Agreement.

            


    

     

    3.2 Legended
      Share Certificates

     

    ExchangeCo
      will cause each certificate representing Exchangeable Shares to bear an
      appropriate legend notifying the Beneficiaries of their right to instruct the
      Trustee with respect to the exercise of the portion of the Voting Rights in
      respect of the Exchangeable Shares held by the Beneficiaries.

     

    3.3 Safe
      Keeping of Certificate

     

    The
      physical certificates representing the Acquiror Special Voting Stock are held
      by
      the Trust, such certificates shall at all times be held in safe keeping by
      the
      Trustee or its duly authorized agent.

     

    
      
        
        

      

      
        6.

        
          

        

      

      
        
        

      

    


    ARTICLE
      4

    EXERCISE
      OF VOTING RIGHTS

     

    4.1 Voting
      Rights

     

    The
      Trustee, as the holder of record of the Acquiror Special Voting Stock forming
      part of the Trust Estate, shall be entitled to all of the Voting Rights,
      including the right to vote in person or by proxy the Acquiror Special Voting
      Stock held by the Trustee on any matter, question, proposal or proposition
      whatsoever that may properly come before the shareholders of Acquiror at a
      Acquiror Meeting or in connection with a Acquiror Consent. The Voting Rights
      shall be and remain vested in and exercised by the Trustee. Subject to Section
      6.15: 

     

    
      	 	
              (a)

            	
              the
                Trustee shall exercise the Voting Rights only on the basis of instructions
                received pursuant to this Article 4 from Beneficiaries entitled to
                instruct the Trustee as to the voting thereof at the time at which
                the
                Acquiror Meeting is held or a Acquiror Consent is sought;
                and

            


    

     

    
      	 	
              (b)

            	
              to
                the extent that no instructions are received from a Beneficiary with
                respect to the Voting Rights to which such Beneficiary is entitled,
                the
                Trustee shall not exercise or permit the exercise of such Voting
                Rights.

            


    

     

    4.2 Number
      of Votes

     

    With
      respect to all meetings of shareholders of Acquiror at which holders of Acquiror
      Common Shares are entitled to vote (each, a “Acquiror
      Meeting”)
      and
      with respect to all written consents sought from Acquiror’s shareholders,
      including the holders of Acquiror Common Shares (each, a “Acquiror
      Consent”),
      each
      Beneficiary shall be entitled to instruct the Trustee to cast and exercise,
      in
      the manner instructed, a number of votes equal to the Equivalent Vote Amount
      for
      each Exchangeable Share owned of record by such Beneficiary on the record date
      established by Acquiror or by applicable law for such Acquiror Meeting or
      Acquiror Consent, as the case may be (collectively, the “Beneficiary
      Votes”),
      in
      respect of each matter, question, proposal or proposition to be voted on at
      such
      Acquiror Meeting or consented to in connection with such Acquiror
      Consent.

     

    4.3 Mailings
      to Shareholders

     

    With
      respect to each Acquiror Meeting and Acquiror Consent, the Trustee will use
      its
      reasonable commercial efforts promptly to mail or cause to be mailed (or
      otherwise communicate in the same manner as Acquiror utilizes in communications
      to holders of Acquiror Common Shares subject to applicable regulatory
      requirements and provided such manner of communications is reasonably available
      to the Trustee) to each of the Beneficiaries named in the List, such mailing
      or
      communication to commence on the same day as the mailing or notice (or other
      communication) with respect thereto is commenced by Acquiror to its
      shareholders:

     

    
      	 	
              (a)

            	
              a
                copy of such notice, together with any related materials, including
                any
                proxy or information statement, to be provided to shareholders of
                Acquiror;

            


    

     

    
      
        
        

      

      
        7.

        
          

        

      

      
        
        

      

    


    
      	 	
              (b)

            	
              a
                statement that such Beneficiary is entitled to instruct the Trustee
                as to
                the exercise of the Beneficiary Votes with respect to such Acquiror
                Meeting or Acquiror Consent or, pursuant to Section 4.7, to attend
                such
                Acquiror Meeting and to exercise personally thereat the Beneficiary
                Votes
                of such Beneficiary;

            


    

     

    
      	 	
              (c)

            	
              a
                statement as to the manner in which such instructions may be given
                to the
                Trustee, including an express indication that instructions may be
                given to
                the Trustee to give:

            


    

     

    
      	 	
              (i)

            	
              a
                proxy to such Beneficiary or its designee to exercise personally
                the
                Beneficiary Votes; or

            


    

     

    
      	 	
              (ii)

            	
              a
                proxy to a designated agent or other representative of the management
                of
                Acquiror to exercise such Beneficiary
                Votes;

            


    

     

    
      	 	
              (d)

            	
              a
                statement that if no such instructions are received from the Beneficiary,
                the Beneficiary Votes to which such Beneficiary is entitled will
                not be
                exercised;

            


    

     

    
      	 	
              (e)

            	
              a
                form of direction whereby the Beneficiary may so direct and instruct
                the
                Trustee as contemplated herein; and

            


    

     

    
      	 	
              (f)

            	
              a
                statement of the time and date by which such instructions must be
                received
                by the Trustee in order to be binding upon it, which in the case
                of a
                Acquiror Meeting shall not be earlier than the close of business
                on the
                Business Day immediately prior to the date by which the Corporation
                has
                required proxies be deposited for such meeting, and of the method
                for
                revoking or amending such
                instructions.

            


    

     

    For
      the
      purpose of determining Beneficiary Votes to which a Beneficiary is entitled
      in
      respect of any Acquiror Meeting or Acquiror Consent, the number of Exchangeable
      Shares owned of record by the Beneficiary shall be determined at the close
      of
      business on the record date established by Acquiror or by applicable law for
      purposes of determining shareholders entitled to vote at such Acquiror Meeting
      or to give written consent in connection with such Acquiror Consent. Acquiror
      will notify the Trustee of any decision of the Board of Directors of Acquiror
      with respect to the calling of any Acquiror Meeting or the seeking of any
      Acquiror Consent and shall provide all necessary information and materials
      to
      the Trustee in each case promptly and in any event in sufficient time to enable
      the Trustee to perform its obligations contemplated by this Section
      4.3.

     

    The
      materials referred to in this Section 4.3 are to be provided to the Trustee
      by
      Acquiror and the materials referred to in Subsections 4.3(c), 4.3(e) and 4.3(f)
      shall be subject to reasonable comment by the Trustee in a timely manner.
      Acquiror shall ensure that the materials to be provided to the Trustee are
      provided in sufficient time to permit the Trustee to comment as aforesaid and
      to
      send all materials to each Beneficiary at the same time as such materials are
      first sent to holders of Acquiror Common Shares. Acquiror agrees not to
      communicate with holders of Acquiror Common Shares with respect to the materials
      referred to in this Section 4.3 otherwise than by mail unless such method of
      communication is also reasonably available to the Trustee for communication
      with
      the Beneficiaries. Notwithstanding the foregoing, Acquiror may at its option
      exercise the duties of the Trustee to deliver copies of all materials to each
      Beneficiary as required by this Section 4.3 so long as in each case Acquiror
      delivers a certificate to the Trustee stating that Acquiror has undertaken
      to
      perform the obligations of the Trustee set forth in this Section
      4.3.

     

    
      
        
        

      

      
        8.

        
          

        

      

      
        
        

      

    


    4.4 Copies
      of Shareholder Information

     

    Acquiror
      will deliver to the Trustee copies of all proxy materials (including notices
      of
      Acquiror Meetings but excluding proxies to vote Acquiror Common Shares, and
      in
      lieu of such proxies, Acquiror shall deliver to the Trustee a voting information
      form in form satisfactory to the Trustee, acting reasonably), information
      statements, reports (including all interim and annual financial statements)
      and
      other written communications that, in each case, are to be distributed from
      time
      to time to holders of Acquiror Common Shares in sufficient quantities and in
      sufficient time so as to enable the Trustee to send those materials to each
      Beneficiary, to the extent possible, at the same time as such materials are
      first sent to holders of Acquiror Common Shares. The Trustee will mail or
      otherwise send to each Beneficiary, at the expense of Acquiror, copies of all
      such materials (and all materials specifically directed to the Beneficiaries
      or
      to the Trustee for the benefit of the Beneficiaries by Acquiror) received by
      the
      Trustee from Acquiror, to the extent possible, at the same time as such
      materials are sent to holders of Acquiror Common Shares. The Trustee will make
      copies of all such materials available for inspection by any Beneficiary at
      the
      Trustee’s principal office in Calgary, Alberta. Notwithstanding the foregoing,
      Acquiror at its option may exercise the duties of the Trustee to deliver copies
      of all materials to each Beneficiary as required by this Section 4.4 so long
      as
      in each case Acquiror delivers a certificate to the Trustee stating that
      Acquiror has undertaken to perform the obligations set forth in this Section
      4.4.

     

    4.5 Other
      Materials

     

    As
      soon
      as reasonably practicable after receipt by Acquiror or holders of Acquiror
      Common Shares (if such receipt is known by Acquiror) of any material sent or
      given by or on behalf of a third party to holders of Acquiror Common Shares
      generally, including dissident proxy and information circulars (and related
      information and material) and tender and exchange offer circulars (and related
      information and material), Acquiror shall use its reasonable best efforts to
      obtain and deliver to the Trustee copies thereof in sufficient quantities so
      as
      to enable the Trustee to forward such material (unless the same has been
      provided directly to Beneficiaries by such third party) to each Beneficiary
      as
      soon as possible thereafter. As soon as reasonably practicable after receipt
      thereof, the Trustee will mail or otherwise send to each Beneficiary, at the
      expense of Acquiror, copies of all such materials received by the Trustee from
      Acquiror. The Trustee will also make available for inspection by any Beneficiary
      at the Trustee’s principal office in Calgary, Alberta copies of all such
      materials. Notwithstanding the foregoing, Acquiror at its option may exercise
      the duties of the Trustee to deliver copies of all such materials to each
      Beneficiary as required by this Section 4.5 so long as in each case Acquiror
      delivers a certificate to the Trustee stating that Acquiror has undertaken
      to
      perform the obligations set forth in this Section 4.5.

     

    
      
        
        

      

      
        9.

        
          

        

      

      
        
        

      

    


    4.6 List
      of Persons Entitled to Vote

     

    ExchangeCo
      shall: (a) prior to each annual and special Acquiror Meeting or the seeking
      of
      any Acquiror Consent; and (b) forthwith upon each request made at any time
      by
      the Trustee in writing, prepare or cause to be prepared a list (a “List”)
      of the
      names and addresses of the Beneficiaries arranged in alphabetical order and
      showing the number of Exchangeable Shares held of record by each such
      Beneficiary, in each case at the close of business on the date specified by
      the
      Trustee in such request or, in the case of a List prepared in connection with
      a
      Acquiror Meeting or a Acquiror Consent, at the close of business on the record
      date established by Acquiror or pursuant to applicable law for determining
      the
      holders of Acquiror Common Shares entitled to receive notice of and/or to vote
      at such Acquiror Meeting or to give consent in connection with such Acquiror
      Consent. Each such List shall be delivered to the Trustee promptly after receipt
      by ExchangeCo of such request or the record date for such meeting or seeking
      of
      consent, as the case may be, and in any event within sufficient time as to
      permit the Trustee to perform its obligations under this Agreement. Acquiror
      agrees to give ExchangeCo notice (with a copy to the Trustee) of the calling
      of
      any Acquiror Meeting or the seeking of any Acquiror Consent by Acquiror or
      its
      management, together with the record dates therefor, sufficiently prior to
      the
      date of the calling of such meeting or seeking of such consent so as to enable
      ExchangeCo to perform its obligations under this Section 4.6.

     

    4.7 Entitlement
      to Direct Votes

     

    Any
      Beneficiary named in a List prepared in connection with any Acquiror Meeting
      or
      Acquiror Consent will be entitled: (a) to instruct the Trustee in the manner
      described in Section 4.3 with respect to the exercise of the Beneficiary Votes
      to which such Beneficiary is entitled; or (b) to attend such meeting and
      personally exercise thereat (or to personally exercise with respect to any
      Acquiror Consent), as the proxy of the Trustee, the Beneficiary Votes to which
      such Beneficiary is entitled.

     

    4.8 Voting
      by Trustee and Attendance of Trustee Representative at
      Meeting

     

    
      	 	
              (a)

            	
              In
                connection with each Acquiror Meeting and Acquiror Consent, the Trustee
                shall exercise, either in person or by proxy, in accordance with
                the
                instructions received from a Beneficiary pursuant to Section 4.3,
                the
                Beneficiary Votes as to which such Beneficiary is entitled to direct
                the
                vote (or any lesser number thereof as may be set forth in the
                instructions); provided, however, that such written instructions
                are
                received by the Trustee from the Beneficiary prior to the time and
                date
                fixed by the Trustee for receipt of such instruction in the notice
                given
                by the Trustee to the Beneficiary pursuant to Section
                4.3.

            


    

     

    
      	 	
              (b)

            	
              The
                Trustee shall cause a representative who is empowered by it to sign
                and
                deliver, on behalf of the Trustee, proxies for Voting Rights to attend
                each Acquiror Meeting. Upon submission by a Beneficiary (or its designee)
                of identification satisfactory to the Trustee’s representative, and at the
                Beneficiary’s request, such representative shall sign and deliver to such
                Beneficiary (or its designee) a proxy to exercise personally the
                Beneficiary Votes as to which such Beneficiary is otherwise entitled
                hereunder to direct the vote, if such Beneficiary either: (i) has
                not
                previously given the Trustee instructions pursuant to Section 4.3
                in
                respect of such meeting; or (ii) submits to such representative written
                revocation of any such previous instructions. At such meeting, upon
                receipt of a proxy from the Trustee’s representative, the Beneficiary
                exercising such Beneficiary Votes shall have the same rights as the
                Trustee to speak at the meeting in respect of any matter, question,
                proposal or proposition, to vote by way of ballot at the meeting
                in
                respect of any matter, question, proposal or proposition, and to
                vote at
                such meeting by way of a show of hands in respect of any matter,
                question
                or proposition.

            


    

     

    
      
        
        

      

      
        10.

        
          

        

      

      
        
        

      

    


    4.9 Distribution
      of Written Materials

     

    Any
      written materials distributed by or on behalf of the Trustee pursuant to this
      Agreement shall be sent by mail (or otherwise communicated in the same manner
      as
      Acquiror utilizes in communications to holders of Acquiror Common Shares,
      subject to applicable regulatory requirements and provided such manner of
      communications is reasonably available to the Trustee) to each Beneficiary
      at
      its address as shown on the books of ExchangeCo. Acquiror agrees not to
      communicate with holders of Acquiror Common Shares with respect to such written
      material otherwise than by mail unless such method of communication is also
      reasonably available to the Trustee for communication with the Beneficiaries.
      ExchangeCo shall provide or cause to be provided to the Trustee for purposes
      of
      communication, on a timely basis and without charge or other
      expense:

     

    
      	 	
              (a)

            	
              a
                current List; and

            


    

     

    
      	 	
              (b)

            	
              upon
                the request of the Trustee, mailing labels to enable the Trustee
                to carry
                out its duties under this
                Agreement.

            


    

     

    ExchangeCo’s
      obligations under this Section 4.9 shall be deemed satisfied to the extent
      Acquiror exercises its option to perform the duties of the Trustee to deliver
      copies of materials to each Beneficiary and ExchangeCo provides the required
      information and materials to Acquiror.

     

    4.10 Termination
      of Voting Rights

     

    Except
      as
      otherwise provided herein or in the Exchangeable Share Provisions, all of the
      rights of a Beneficiary with respect to the Beneficiary Votes exercisable in
      respect of the Exchangeable Shares held by such Beneficiary, including the
      right
      to instruct the Trustee as to the voting of or to vote personally such
      Beneficiary Votes, shall be deemed to be surrendered by the Beneficiary to
      Acquiror or Callco, as the case may be, and such Beneficiary Votes and the
      Voting Rights represented thereby shall cease and be terminated immediately,
      upon the delivery by such Beneficiary to the Trustee of the certificates
      representing such Exchangeable Shares in connection with the exercise by the
      Beneficiary of the Exchange Right or upon the occurrence of the automatic
      exchange of Exchangeable Shares for Acquiror Common Shares, as specified in
      Article 5 (unless, in either case, Acquiror shall not have delivered the
      Exchangeable Share Consideration deliverable in exchange therefor to the Trustee
      for delivery to the Beneficiaries), or upon the redemption of Exchangeable
      Shares pursuant to Article 6 or Article 7 of the Exchangeable Share Provisions,
      or upon the effective date of the liquidation, dissolution or winding-up of
      ExchangeCo pursuant to Article 5 of the Exchangeable Share Provisions, or the
      purchase of Exchangeable Shares from the holder thereof by Callco pursuant
      to
      the exercise by Callco of the Retraction Call Right, the Redemption Call Right
      or the Liquidation Call Right, or upon the purchase of Exchangeable Shares
      from
      the holders thereof by Acquiror or Callco pursuant to the exercise by Acquiror
      or Callco of the Change of Law Call Right.

     

    
      
        
        

      

      
        11.

        
          

        

      

      
        
        

      

    


    ARTICLE
      5

    EXCHANGE
      RIGHT AND AUTOMATIC EXCHANGE

     

    5.1 Grant
      and Ownership of the Exchange Right

     

    Acquiror
      hereby grants to the Trustee as trustee for and on behalf of, and for the use
      and benefit of, the Beneficiaries the right (the “Exchange
      Right”),
      upon
      the occurrence and during the continuance of an Insolvency Event, to require
      Acquiror to purchase from each or any Beneficiary all or any part of the
      Exchangeable Shares held by such Beneficiary and the Automatic Exchange Rights,
      all in accordance with the provisions of this Agreement. Acquiror hereby
      acknowledges receipt from the Trustee as trustee for and on behalf of the
      Beneficiaries of good and valuable consideration (and the adequacy thereof)
      for
      the grant of the Exchange Right and the Automatic Exchange Rights by Acquiror
      to
      the Trustee. During the term of the Trust and subject to the terms and
      conditions of this Agreement, the Trustee shall possess and be vested with
      full
      legal ownership of the Exchange Right and the Automatic Exchange Rights and
      shall be entitled to exercise all of the rights and powers of an owner with
      respect to the Exchange Right and the Automatic Exchange Rights, provided that
      the Trustee shall:

     

    
      	 	
              (a)

            	
              hold
                the Exchange Right and the Automatic Exchange Rights and the legal
                title
                thereto as trustee solely for the use and benefit of the Beneficiaries
                in
                accordance with the provisions of this Agreement;
                and

            


    

     

    
      	 	
              (b)

            	
              except
                as specifically authorized by this Agreement, have no power or authority
                to exercise or otherwise deal in or with the Exchange Right or the
                Automatic Exchange Rights, and the Trustee shall not exercise any
                such
                rights for any purpose other than the purposes for which the Trust
                is
                created pursuant to this Agreement.

            


    

     

    5.2 Legended
      Share Certificates

     

    ExchangeCo
      will cause each certificate representing Exchangeable Shares to bear an
      appropriate legend notifying the Beneficiaries of: 

     

    
      	 	
              (a)

            	
              their
                right to instruct the Trustee with respect to the exercise of the
                Exchange
                Right in respect of the Exchangeable Shares held by a Beneficiary;
                and

            


    

     

    
      	 	
              (b)

            	
              the
                Automatic Exchange Rights. 

            


    

     

    
      
        
        

      

      
        12.

        
          

        

      

      
        
        

      

    

     

    5.3 General
      Exercise of Exchange Right

     

    The
      Exchange Right shall be and remain vested in and exercisable by the Trustee.
      Subject to Section 6.15,
      the
      Trustee shall exercise the Exchange Right only on the basis of instructions
      received pursuant to this Article
      5
      from
      Beneficiaries entitled to instruct the Trustee as to the exercise thereof.
      To
      the extent that no instructions are received from a Beneficiary with respect
      to
      the Exchange Right, the Trustee shall not exercise or permit the exercise of
      the
      Exchange Right.

     

    5.4 Purchase
      Price

     

    The
      purchase price payable by Acquiror for each Exchangeable Share to be purchased
      by Acquiror under the Exchange Right shall be an amount per share equal to
      the
      Exchangeable Share Price on the last Business Day prior to the day of closing
      of
      the purchase and sale of such Exchangeable Share under the Exchange Right.
      In
      connection with each exercise of the Exchange Right, Acquiror shall provide
      to
      the Trustee an Officer’s Certificate setting forth the calculation of the
      Exchangeable Share Price for each Exchangeable Share. The Exchangeable Share
      Price for each such Exchangeable Share so purchased may be satisfied only by
      Acquiror delivering or causing to be delivered to the Trustee, on behalf of
      the
      relevant Beneficiary, the Exchangeable Share Consideration representing the
      total Exchangeable Share Price. Upon payment by Acquiror of such purchase price
      to the Trustee for the benefit of the Beneficiary, the relevant Beneficiary
      shall cease to have any right to be paid any amount in respect of declared
      and
      unpaid dividends on each such Exchangeable Share by ExchangeCo.

     

    5.5 Exercise
      Instructions

     

    Subject
      to the terms and conditions herein set forth, a Beneficiary shall be entitled,
      upon the occurrence and during the continuance of an Insolvency Event, to
      instruct the Trustee to exercise the Exchange Right with respect to all or
      any
      part of the Exchangeable Shares registered in the name of such Beneficiary
      on
      the books of ExchangeCo. To cause the exercise of the Exchange Right by the
      Trustee, the Beneficiary shall deliver to the Trustee, in person or by certified
      or registered mail, at its principal office in Calgary, Alberta or at such
      other
      places as the Trustee may from time to time designate by written notice to
      the
      Beneficiaries, the certificates representing the Exchangeable Shares which
      such
      Beneficiary desires Acquiror to purchase, duly endorsed in blank for transfer,
      and accompanied by such other documents and instruments as may be required
      to
      effect a transfer of Exchangeable Shares under the ABCA and the by-laws of
      ExchangeCo and such additional documents and instruments as the Trustee,
      ExchangeCo and Acquiror may reasonably require together with: (a) a duly
      completed form of notice of exercise of the Exchange Right, contained on the
      reverse of or attached to the Exchangeable Share certificates, stating: (i)
      that
      the Beneficiary thereby instructs the Trustee to exercise the Exchange Right
      so
      as to require Acquiror to purchase from the Beneficiary the number of
      Exchangeable Shares specified therein: (ii) that such Beneficiary has good
      title
      to and owns all such Exchangeable Shares to be acquired by Acquiror free and
      clear of all liens, claims, security interests and encumbrances; (iii) the
      names
      in which the certificates representing Acquiror Common Shares issuable in
      connection with the exercise of the Exchange Right are to be issued; and (iv)
      the names and addresses of the persons to whom such new certificates should
      be
      delivered; and (b) payment (or evidence satisfactory to the Trustee, ExchangeCo
      and Acquiror of payment) of the taxes (if any) payable as contemplated by
      Section 5.8
      of this
      Agreement. If only a part of the Exchangeable Shares represented by any
      certificate or certificates delivered to the Trustee are to be purchased by
      Acquiror under the Exchange Right, a new certificate for the balance of such
      Exchangeable Shares shall be issued to the holder at the expense of
      ExchangeCo.


    
      
        
        

      

      
        13.

        
          

        

      

      
        
        

      

    

     

    5.6 Delivery
      of Acquiror Common Shares; Effect of Exercise

     

    Promptly
      after the receipt by the Trustee of the certificates representing the
      Exchangeable Shares which the Beneficiary desires Acquiror to purchase under
      the
      Exchange Right, together with such documents and instruments of transfer and
      a
      duly completed form of notice of exercise of the Exchange Right (and payment
      of
      taxes, if any payable as contemplated by Section 5.8
      or
      evidence thereof), duly endorsed for transfer to Acquiror, the Trustee shall
      notify Acquiror and ExchangeCo of its receipt of the same, which notice to
      Acquiror and ExchangeCo shall constitute exercise of the Exchange Right by
      the
      Trustee on behalf of the Beneficiary in respect of such Exchangeable Shares,
      and
      Acquiror shall promptly thereafter deliver or cause to be delivered to the
      Trustee, for delivery to the Beneficiary in respect of such Exchangeable Shares
      (or to such other persons, if any, properly designated by such Beneficiary)
      the
      Exchangeable Share Consideration deliverable in connection with the exercise
      of
      the Exchange Right; provided, however, that no such delivery shall be made
      unless and until the Beneficiary requesting the same shall have paid (or
      provided evidence satisfactory to the Trustee, ExchangeCo and Acquiror of the
      payment of) the taxes (if any) payable as contemplated by Section 5.8
      of this
      Agreement. Immediately upon the giving of notice by the Trustee to Acquiror
      and
      ExchangeCo of the exercise of the Exchange Right, as provided in this Section
      5.6,
      the
      closing of the transaction of purchase and sale contemplated by the Exchange
      Right shall be deemed to have occurred, and the Beneficiary of such Exchangeable
      Shares shall be deemed to have transferred to Acquiror all of such Beneficiary’s
      right, title and interest in and to such Exchangeable Shares and in the related
      interest in the Trust Estate and shall cease to be a holder of such Exchangeable
      Shares and shall not be entitled to exercise any of the rights of a holder
      in
      respect thereof, other than the right to receive his proportionate part of
      the
      total purchase price therefor, unless such Exchangeable Share Consideration
      is
      not delivered by Acquiror to the Trustee for delivery to such Beneficiary (or
      to
      such other person, if any, properly designated by such Beneficiary) within
      five
      Business Days of the date of the giving of such notice by the Trustee, in which
      case the rights of the Beneficiary shall remain unaffected until such
      Exchangeable Share Consideration is delivered by Acquiror and any cheque
      included therein is paid. Upon delivery of such Exchangeable Share Consideration
      by Acquiror to the Trustee, the Trustee shall deliver such Exchangeable Share
      Consideration to such Beneficiary (or to such other person, if any, properly
      designated by such Beneficiary). Concurrently with such Beneficiary ceasing
      to
      be a holder of Exchangeable Shares, the Beneficiary shall be considered and
      deemed for all purposes to be the holder of the Acquiror Common Shares delivered
      to it pursuant to the Exchange Right.

     

    5.7 Exercise
      of Exchange Right Subsequent to Retraction

     

    In
      the
      event that a Beneficiary has exercised its right under Article 6 of the
      Exchangeable Share Provisions to require ExchangeCo to redeem any or all of
      the
      Exchangeable Shares held by the Beneficiary (the “Retracted
      Shares”)
      and is
      notified by ExchangeCo pursuant to Section 6.6 of the Exchangeable Share
      Provisions that ExchangeCo will not be permitted as a result of solvency
      requirements of applicable law to redeem all such Retracted Shares, and provided
      that Callco shall not have exercised the Retraction Call Right with respect
      to
      the Retracted Shares and that the Beneficiary has not revoked the retraction
      request delivered by the Beneficiary to ExchangeCo pursuant to Section 6.7
      of
      the Exchangeable Share Provisions, and provided further that the Trustee has
      received written notice of same from ExchangeCo or Acquiror, the retraction
      request will constitute and will be deemed to constitute notice from the
      Beneficiary to the Trustee instructing the Trustee to exercise the Exchange
      Right with respect to those Retracted Shares that ExchangeCo is unable to
      redeem. In any such event, ExchangeCo hereby agrees with the Trustee and in
      favour of the Beneficiary promptly to forward or cause to be forwarded to the
      Trustee all relevant materials delivered by the Beneficiary to ExchangeCo or
      to
      the transfer agent of the Exchangeable Shares (including a copy of the
      retraction request delivered pursuant to Section 6.1 of the Exchangeable Share
      Provisions) in connection with such proposed redemption of the Retracted Shares
      and the Trustee will thereupon exercise the Exchange Right with respect to
      the
      Retracted Shares that ExchangeCo is not permitted to redeem and will require
      Acquiror to purchase such shares in accordance with the provisions of this
      Article
      5.


    
      
        
        

      

      
        14.

        
          

        

      

      
        
        

      

    

     

    5.8 Stamp
      or Other Transfer Taxes

     

    Upon
      any
      sale of Exchangeable Shares to Acquiror pursuant to the Exchange Right or the
      Automatic Exchange Rights, the share certificate or certificates representing
      Acquiror Common Shares to be delivered in connection with the payment of the
      purchase price therefor shall be issued in the name of the Beneficiary in
      respect of the Exchangeable Shares so sold or in such names as such Beneficiary
      may otherwise direct in writing without charge to the holder of the Exchangeable
      Shares so sold; provided, however, that such Beneficiary shall pay (and none
      of
      Acquiror, ExchangeCo or the Trustee shall be required to pay) any documentary,
      stamp, transfer or other taxes that may be payable in respect of any transfer
      involved in the issuance or delivery of such shares to a person other than
      such
      Beneficiary.

     

    5.9 Notice
      of Insolvency Event

     

    As
      soon
      as practicable following the occurrence of an Insolvency Event or any event
      that
      with the giving of notice or the passage of time or both would be an Insolvency
      Event, ExchangeCo and Acquiror shall give written notice thereof to the Trustee.
      As soon as practicable following the receipt of notice from ExchangeCo and
      Acquiror of the occurrence of an Insolvency Event, or upon the Trustee becoming
      aware of an Insolvency Event, the Trustee will mail to each Beneficiary, at
      the
      expense of Acquiror (such funds to be received in advance), a notice of such
      Insolvency Event in the form provided by Acquiror, which notice shall contain
      a
      brief statement of the rights of the Beneficiaries with respect to the Exchange
      Right.

     

    5.10 Qualification
      of Acquiror Common Shares

     

    Acquiror
      covenants that if any Acquiror Common Shares issuable pursuant to the Exchange
      Right or the Automatic Exchange Rights require registration or qualification
      with or approval of or the filing of any document, including any prospectus
      or
      similar document, or the taking of any proceeding with or the obtaining of
      any
      order, ruling or consent from any governmental or regulatory authority under
      any
      Canadian or United States federal, provincial, territorial or state law or
      regulation or pursuant to the rules and regulations of any regulatory authority
      or the fulfillment of any other Canadian or United States federal, provincial,
      territorial or state legal requirement before such shares may be issued and
      delivered by Acquiror to the initial holder thereof or in order that such shares
      may be freely traded thereafter (other than any restrictions of general
      application on transfer by reason of a holder being a “control person” of
      Acquiror for purposes of Canadian provincial securities law or an “affiliate” of
      Acquiror for purposes of United States federal or state securities law),
      Acquiror will in good faith take all such actions and do all such things as
      are
      necessary or desirable to cause such Acquiror Common Shares to be and remain
      duly registered, qualified or approved under United States and/or Canadian
      law,
      as the case may be, to the extent expressly provided in the Arrangement
      Agreement. Acquiror will use its reasonable best efforts and in good faith
      expeditiously take all such actions and do all such things as are reasonably
      necessary or desirable to cause all Acquiror Common Shares to be delivered
      pursuant to the Exchange Right or the Automatic Exchange Rights to be listed,
      quoted or posted for trading on all stock exchanges and quotation systems on
      which outstanding Acquiror Common Shares are listed, quoted or posted for
      trading at such time.


    
      
        
        

      

      
        15.

        
          

        

      

      
        
        

      

    

     

    5.11 Acquiror
      Common Shares

     

    Acquiror
      hereby represents, warrants and covenants that the Acquiror Common Shares
      issuable to Beneficiaries as described herein will be duly authorized and
      validly issued, fully paid and non-assessable and shall be free and clear of
      any
      lien, claim or encumbrance.

     

    5.12 Automatic
      Exchange on Liquidation of Acquiror

     

    
      	 	
              (a)

            	
              Acquiror
                will give the Trustee written notice of each of the following events
                at
                the time set forth below:

            


    

     

    
      	 	
              (i)

            	
              in
                the event of any determination by the Board of Directors of Acquiror
                to
                institute voluntary liquidation, dissolution or winding-up proceedings
                with respect to Acquiror or to effect any other distribution of assets
                of
                Acquiror among its shareholders for the purpose of winding-up its
                affairs,
                at least 60 days prior to the proposed effective date of such liquidation,
                dissolution, winding-up or other distribution;
                and

            


    

     

    
      	 	
              (ii)

            	
              promptly
                following the earlier of: (A) receipt by Acquiror of notice of; and
                (B)
                Acquiror otherwise becoming aware of, any threatened or instituted
                claim,
                suit, petition or other proceedings with respect to the involuntary
                liquidation, dissolution or winding-up of Acquiror or to effect any
                other
                distribution of assets of Acquiror among its shareholders for the
                purpose
                of winding-up its affairs, in each case where Acquiror has failed
                to
                contest in good faith any such proceeding commenced in respect of
                Acquiror
                within 30 days of becoming aware thereof.


            


    

     

    
      	 	
              (b)

            	
              Promptly
                following receipt by the Trustee from Acquiror of notice of any event
                (a
                “Liquidation
                Event”)
                contemplated by Subsection 5.12(a),
                the Trustee will give notice or cause such notice to be given thereof
                to
                the Beneficiaries. Such notice shall be provided to the Trustee by
                Acquiror and shall include a brief description of rights of the
                Beneficiaries with respect to the Automatic Exchange Rights provided
                for
                in Subsection 5.12(c).

            


    

     

    
      	 	
              (c)

            	
              In
                order that the Beneficiaries will be able to participate on a pro
                rata
                basis with the holders of Acquiror Common Shares in the distribution
                of
                assets of Acquiror in connection with a Liquidation Event, immediately
                prior to the effective time (the “Liquidation
                Event Effective Time”)
                of a Liquidation Event all of the then outstanding Exchangeable Shares
                shall be automatically exchanged for Acquiror Common Shares. To effect
                such automatic exchange, Acquiror shall purchase each Exchangeable
                Share
                outstanding immediately prior to the Liquidation Event Effective
                Time and
                held by Beneficiaries, and each Beneficiary shall sell the Exchangeable
                Shares held by such Beneficiary at such time, for a purchase price
                per
                share equal to the Exchangeable Share Price applicable at that time.
                Acquiror shall provide the Trustee with an Officer’s Certificate in
                connection with any automatic exchange setting forth the calculation
                of
                the Exchangeable Share Price for each Exchangeable
                Share.

            


    

     

    
      
        
        

      

      
        16.

        
          

        

      

      
        
        

      

    

     

    
      	 	
              (d)

            	
              The
                closing of the transaction of purchase and sale contemplated by the
                automatic exchange of Exchangeable Shares for Acquiror Common Shares
                shall
                be deemed to have occurred immediately prior to the Liquidation Event
                Effective Time, and each Beneficiary shall be deemed to have transferred
                to Acquiror all of the Beneficiary’s right, title and interest in and to
                such Beneficiary’s Exchangeable Shares and the related interest in the
                Trust Estate. Any right of each such Beneficiary to receive declared
                and
                unpaid dividends from ExchangeCo shall be deemed to be satisfied
                and
                discharged and each such Beneficiary shall cease to be a holder of
                such
                Exchangeable Shares and Acquiror shall deliver to the Beneficiary
                the
                Exchangeable Share Consideration deliverable upon the automatic exchange
                of Exchangeable Shares. Concurrently with such Beneficiary ceasing
                to be a
                holder of Exchangeable Shares, the Beneficiary shall be considered
                and
                deemed for all purposes to be the holder of the Acquiror Common Shares
                issued pursuant to the automatic exchange of Exchangeable Shares
                for
                Acquiror Common Shares and the certificates held by the Beneficiary
                previously representing the Exchangeable Shares exchanged by the
                Beneficiary with Acquiror pursuant to such automatic exchange shall
                thereafter be deemed to represent Acquiror Common Shares issued to
                the
                Beneficiary by Acquiror pursuant to such automatic exchange. Upon
                the
                request of a Beneficiary and the surrender by the Beneficiary of
                Exchangeable Share certificates deemed to represent Acquiror Common
                Shares, duly endorsed in blank and accompanied by such instruments
                of
                transfer as Acquiror may reasonably require, Acquiror shall deliver
                or
                cause to be delivered to the Beneficiary certificates representing
                Acquiror Common Shares of which the Beneficiary is the
                holder.

            


    

     

    5.13 Withholding
      Rights

     

    Acquiror,
      ExchangeCo and the Trustee shall be entitled to deduct and withhold from any
      consideration otherwise payable under this Agreement to any holder of
      Exchangeable Shares or Acquiror Common Shares such amounts as Acquiror,
      ExchangeCo or the Trustee is required to deduct and withhold with respect to
      such payment under the Income
      Tax Act
      (Canada), the United
      States Internal Revenue Code of 1986
      or any
      provision of federal, provincial, state, local or foreign tax law, in each
      case
      as amended or succeeded. The Trustee may act on the advice of counsel with
      respect to such matters. To the extent that amounts are so withheld, such
      withheld amounts shall be treated for all purposes as having been paid to the
      holder of the shares in respect of which such deduction and withholding was
      made, provided that such withheld amounts are actually remitted to the
      appropriate taxing authority. To the extent that the amount so required to
      be
      deducted or withheld from any payment to a holder exceeds the cash portion
      of
      the consideration otherwise payable to the holder, Acquiror, ExchangeCo and
      the
      Trustee are hereby authorized to sell or otherwise dispose of such portion
      of
      the consideration as is necessary to provide sufficient funds to Acquiror,
      ExchangeCo or the Trustee, as the case may be, to enable it to comply with
      such
      deduction or withholding requirement and Acquiror, ExchangeCo or the Trustee
      shall notify the holder thereof and remit to such holder any unapplied balance
      of the net proceeds of such sale.


    
      
        
        

      

      
        17.

        
          

        

      

      
        
        

      

    

     

    ARTICLE
      6

    CONCERNING
      THE TRUSTEE

     

    6.1 Powers
      and Duties of the Trustee

     

    The
      rights, powers, duties and authorities of the Trustee under this Agreement,
      in
      its capacity as trustee of the Trust, shall include:

     

    
      	 	
              (a)

            	
              receipt
                and deposit of Acquiror Special Voting Stock from Acquiror as trustee
                for
                and on behalf of the Beneficiaries and Acquiror in accordance with
                the
                provisions of this Agreement;

            


    

     

    
      	 	
              (b)

            	
              granting
                proxies and distributing materials to Beneficiaries as provided in
                this
                Agreement;

            


    

     

    
      	 	
              (c)

            	
              casting
                and exercising the Beneficiary Votes in accordance with the provisions
                of
                this Agreement;

            


    

     

    
      	 	
              (d)

            	
              receiving
                the grant of the Exchange Right and the Automatic Exchange Rights
                from
                Acquiror as trustee for and on behalf of the Beneficiaries in accordance
                with the provisions of this
                Agreement;

            


    

     

    
      	 	
              (e)

            	
              exercising
                the Exchange Right and enforcing the benefit of the Automatic Exchange
                Rights, in each case in accordance with the provisions of this Agreement,
                and in connection therewith receiving from Beneficiaries Exchangeable
                Shares and other requisite documents and distributing to such
                Beneficiaries Acquiror Common Shares and cheques, if any, to which
                such
                Beneficiaries are entitled upon the exercise of the Exchange Right
                or
                pursuant to the Automatic Exchange Rights, as the case may
                be;

            


    

     

    
      	 	
              (f)

            	
              holding
                title to the Trust Estate;

            


    

     

    
      	 	
              (g)

            	
              investing
                any moneys forming, from time to time, a part of the Trust Estate
                as
                provided in this Agreement;

            


    

     

    
      	 	
              (h)

            	
              taking
                action on its own initiative or at the direction of a Beneficiary
                or
                Beneficiaries to enforce the obligations of Acquiror and ExchangeCo
                under
                this Agreement; and

            


    

     

    
      
        
        

      

      
        18.

        
          

        

      

      
        
        

      

    

     

    
      	 	
              (i)

            	
              taking
                such other actions and doing such other things as are specifically
                provided in this Agreement.

            


    

     

    In
      the
      exercise of such rights, powers, duties and authorities, the Trustee shall
      have
      (and is granted) such incidental and additional rights, powers, duties and
      authority not in conflict with any of the provisions of this Agreement as the
      Trustee, acting in good faith and in the reasonable exercise of its discretion,
      may deem necessary, appropriate or desirable to effect the purpose of the Trust.
      Any exercise of such discretionary rights, powers, duties and authorities by
      the
      Trustee shall be final, conclusive and binding upon all persons.

     

    The
      Trustee in exercising its rights, powers, duties and authorities hereunder
      shall
      act honestly and in good faith and with a view to the best interests of the
      Beneficiaries and shall exercise the care, diligence and skill that a reasonably
      prudent trustee would exercise in comparable circumstances.

     

    The
      Trustee shall not be bound to give notice or do or take any act, action or
      proceeding by virtue of the powers conferred on it hereby unless and until
      it
      shall be specifically required to do so under the terms hereof, nor shall the
      Trustee be required to take any notice of, or to do, or to take any act, action
      or proceeding as a result of any default or breach of any provision hereunder,
      unless and until notified in writing of such default or breach, which notices
      shall distinctly specify the default or breach desired to be brought to the
      attention of the Trustee, and in the absence of such notice the Trustee may
      for
      all purposes of this Agreement conclusively assume that no default or breach
      has
      been made in the observance or performance of any of the representations,
      warranties, covenants, agreements or conditions contained herein.

     

    6.2 No
      Conflict of Interest

     

    The
      Trustee represents to Acquiror and ExchangeCo that at the date of execution
      and
      delivery of this Agreement there exists no material conflict of interest in
      the
      role of the Trustee as a fiduciary hereunder and the role of the Trustee in
      any
      other capacity. The Trustee shall, within 90 days after it becomes aware that
      such material conflict of interest exists, either eliminate such material
      conflict of interest or resign in the manner and with the effect specified
      in
Article
      9.
      If,
      notwithstanding the foregoing provisions of this Section 6.2,
      the
      Trustee has such a material conflict of interest, the validity and
      enforceability of this Agreement shall not be affected in any manner whatsoever
      by reason only of the existence of such material conflict of interest. If the
      Trustee contravenes the foregoing provisions of this Section 6.2,
      any
      interested party may apply to the Court for an order that the Trustee be
      replaced as trustee hereunder.

     

    6.3 Dealings
      with Transfer Agents, Registrars, etc.

     

    Acquiror
      and ExchangeCo irrevocably authorize the Trustee, from time to time,
      to:

     

    
      	 	
              (a)

            	
              consult,
                communicate and otherwise deal with the respective registrars and
                transfer
                agents, and with any such subsequent registrar or transfer agent,
                of the
                Exchangeable Shares and Acquiror Common Shares;
                and

            


    

     

    
      
        
        

      

      
        19.

        
          

        

      

      
        
        

      

    

     

    
      	 	
              (b)

            	
              requisition,
                from time to time: (i) from any such registrar or transfer agent
                any
                information readily available from the records maintained by it which
                the
                Trustee may reasonably require for the discharge of its duties and
                responsibilities under this Agreement; and (ii) from the transfer
                agent of
                Acquiror Common Shares, and any subsequent transfer agent of such
                shares,
                the share certificates issuable upon the exercise from time to time
                of the
                Exchange Right and pursuant to the Automatic Exchange
                Rights.

            


    

     

    Acquiror
      and ExchangeCo shall irrevocably authorize their respective registrars and
      transfer agents to comply with all such requests and confirm to the Trustee
      that
      such irrevocable authorization has been given. Acquiror covenants that it will
      supply, in a timely manner, its transfer agents with duly executed share
      certificates for the purpose of completing the exercise from time to time of
      the
      Exchange Right and the Automatic Exchange Rights.

     

    6.4 Books
      and Records

     

    The
      Trustee shall keep available for inspection by Acquiror and ExchangeCo at the
      Trustee’s principal office in Calgary, Alberta correct and complete books and
      records of account relating to the Trust created by this Agreement, including
      all relevant data relating to mailings and instructions to and from
      Beneficiaries and all transactions pursuant to the Exchange Right and the
      Automatic Exchange Rights. On or before January 31 in every year, so long as
      any
      Acquiror Common Shares are on deposit with the Trustee, the Trustee shall
      transmit to Acquiror and ExchangeCo a brief report, dated as of the preceding
      December 31, with respect to:

     

    
      	 	
              (a)

            	
              the
                property and funds comprising the Trust Estate as of that
                date;

            


    

     

    
      	 	
              (b)

            	
              the
                number of exercises of the Exchange Right, if any, and the aggregate
                number of Exchangeable Shares received by the Trustee on behalf of
                Beneficiaries in consideration of the issuance by Acquiror of Acquiror
                Common Shares and any other Exchangeable Share Consideration in connection
                with the Exchange Right, during the calendar year ended on such December
                31; and

            


    

     

    
      	 	
              (c)

            	
              any
                action taken by the Trustee in the performance of its duties under
                this
                Agreement which it had not previously reported and which, in the
                Trustee’s
                opinion, materially affects the Trust
                Estate.

            


    

     

    6.5 Income
      Tax Returns and Reports

     

    The
      Trustee shall, to the extent necessary, prepare and file on behalf of the Trust
      appropriate United States and Canadian income tax returns and any other returns
      or reports as may be required by applicable law or pursuant to the rules and
      regulations of any securities exchange or other trading system through which
      the
      Exchangeable Shares are traded; provided that, the Trustee will not be
      responsible for preparing United States tax returns unless specifically directed
      by Acquiror and Acquiror will indemnify the Trustee for any costs or damages
      to
      the Trustee as a result of Acquiror failing to so direct the preparation of
      a
      United States tax return. In connection therewith, the Trustee may obtain the
      advice and assistance of such experts or advisors as the Trustee reasonably
      considers necessary or advisable (who may be experts or advisors to Acquiror
      or
      ExchangeCo). If requested by the Trustee, Acquiror or ExchangeCo shall retain,
      at their expense, qualified experts or advisors for the purpose of providing
      such tax advice or assistance.

     

    
      
        
        

      

      
        20.

        
          

        

      

      
        
        

      

    

     

    6.6 Indemnification
      Prior to Certain Actions by Trustee

     

    The
      Trustee shall exercise any or all of the rights, duties, powers or authorities
      vested in it by this Agreement at the request, order or direction of any
      Beneficiary upon such Beneficiary furnishing to the Trustee reasonable funding,
      security or indemnity against the costs, expenses and liabilities which may
      be
      incurred by the Trustee therein or thereby, provided that no Beneficiary shall
      be obligated to furnish to the Trustee any such security or indemnity in
      connection with the exercise by the Trustee of any of its rights, duties, powers
      and authorities with respect to the Acquiror Common Shares held by the Trustee
      pursuant to Article
      4,
      subject
      to Section 6.15,
      with
      respect to the Exchange Right pursuant to Article
      5,
      subject
      to Section 6.15,
      and
      with respect to the Automatic Exchange Rights pursuant to Article
      5,
      subject
      to Section 6.15.

     

    None
      of
      the provisions contained in this Agreement shall require the Trustee to expend
      or risk its own funds or otherwise incur financial liability in the exercise
      of
      any of its rights, powers, duties, or authorities unless funded, given security
      or indemnified as aforesaid.

     

    6.7 Action
      of Beneficiaries

     

    No
      Beneficiary shall have the right to institute any action, suit or proceeding
      or
      to exercise any other remedy authorized by this Agreement for the purpose of
      enforcing any of its rights or for the execution of any trust or power hereunder
      unless the Beneficiary has requested the Trustee to take or institute such
      action, suit or proceeding and furnished the Trustee with the funding, security
      or indemnity referred to in Section 6.6
      and the
      Trustee shall have failed to act within a reasonable time thereafter. In such
      case, but not otherwise, the Beneficiary shall be entitled to take proceedings
      in any court of competent jurisdiction such as the Trustee might have taken;
      it
      being understood and intended that no one or more Beneficiaries shall have
      any
      right in any manner whatsoever to affect, disturb or prejudice the rights hereby
      created by any such action, or to enforce any right hereunder or the Voting
      Rights, the Exchange Rights or the Automatic Exchange Rights except subject
      to
      the conditions and in the manner herein provided, and that all powers and trusts
      hereunder shall be exercised and all proceedings at law shall be instituted,
      had
      and maintained by the Trustee, except only as herein provided, and in any event
      for the equal benefit of all Beneficiaries.

     

    6.8 Reliance
      Upon Declarations

     

    The
      Trustee shall not be considered to be in contravention of any of its rights,
      powers, duties and authorities hereunder if, when required, it acts and relies
      in good faith upon statutory declarations, certificates, opinions, Lists,
      reports or other papers or documents furnished pursuant to the provisions hereof
      or required by the Trustee to be furnished to it in the exercise of its rights,
      powers, duties and authorities hereunder if such statutory declarations,
      certificates, opinions, Lists, reports or other papers or documents comply
      with
      the provisions of Section 6.9,
      if
      applicable, and with any other applicable provisions of this
      Agreement.

     

    6.9 Evidence
      and Authority to Trustee

     

    Acquiror
      and/or ExchangeCo shall furnish to the Trustee evidence of compliance with
      the
      conditions provided for in this Agreement relating to any action or step
      required or permitted to be taken by Acquiror and/or ExchangeCo or the Trustee
      under this Agreement or as a result of any obligation imposed under this
      Agreement, including in respect of the Voting Rights or the Exchange Right
      or
      the Automatic Exchange Rights and the taking of any other action to be taken
      by
      the Trustee at the request of or on the application of Acquiror and/or
      ExchangeCo promptly if and when:

     

    
      
        
        

      

      
        21.

        
          

        

      

      
        
        

      

    

     

    
      	 	
              (a)

            	
              such
                evidence is required by any other section of this Agreement to be
                furnished to the Trustee in accordance with the terms of this Section
                6.9;
                or

            


    

     

    
      	 	
              (b)

            	
              the
                Trustee, in the exercise of its rights, powers, duties and authorities
                under this Agreement, gives Acquiror and/or ExchangeCo written notice
                requiring it to furnish such evidence in relation to any particular
                action
                or obligation specified in such
                notice.

            


    

     

    Such
      evidence shall consist of an Officer’s Certificate of Acquiror and/or ExchangeCo
      or a statutory declaration or a certificate made by persons entitled to sign
      an
      Officer’s Certificate stating that any such condition has been complied with in
      accordance with the terms of this Agreement.

     

    Whenever
      such evidence relates to a matter other than the Voting Rights or the Exchange
      Right or the Automatic Exchange Rights or the taking of any other action to
      be
      taken by the Trustee at the request or on the application of Acquiror and/or
      ExchangeCo, and except as otherwise specifically provided herein, such evidence
      may consist of a report or opinion of any solicitor, attorney, auditor,
      accountant, appraiser, valuer, engineer or other expert or any other person
      whose qualifications give authority to a statement made by him, provided that
      if
      such report or opinion is furnished by a director, officer or employee of
      Acquiror and/or ExchangeCo it shall be in the form of an Officer’s Certificate
      or a statutory declaration.

     

    Each
      statutory declaration, Officer’s Certificate, opinion or report furnished to the
      Trustee as evidence of compliance with a condition provided for in this
      Agreement shall include a statement by the person giving the
      evidence:

     

    
      	 	
              (c)

            	
              declaring
                that such person has read and understands the provisions of this
                Agreement
                relating to the condition in
                question;

            


    

     

    
      	 	
              (d)

            	
              describing
                the nature and scope of the examination or investigation upon which
                such
                person based the statutory declaration, certificate, statement or
                opinion;
                and

            


    

     

    
      	 	
              (e)

            	
              declaring
                that such person has made such examination or investigation as such
                person
                believes is necessary to enable such person to make the statements
                or give
                the opinions contained or expressed
                therein.

            


    

     

    6.10 Experts,
      Advisers and Agents

     

    The
      Trustee may:

     

    
      	 	
              (a)

            	
              in
                relation to these presents act and rely on the opinion or advice
                of or
                information obtained from any solicitor, attorney, auditor, accountant,
                appraiser, valuer, engineer or other expert, whether retained by
                the
                Trustee or by Acquiror and/or ExchangeCo or otherwise, and may retain
                or
                employ such assistants as may be necessary to the proper discharge
                of its
                powers and duties and determination of its rights hereunder and may
                pay
                proper and reasonable compensation for all such legal and other advice
                or
                assistance as aforesaid; and

            


    

     

    
      
        
        

      

      
        22.

        
          

        

      

      
        
        

      

    

     

    
      	 	
              (b)

            	
              employ
                such agents and other assistants as it may reasonably require for
                the
                proper determination and discharge of its powers and duties hereunder,
                and
                may pay reasonable remuneration for all services performed for it
                (and
                shall be entitled to receive reasonable remuneration for all services
                performed by it) in the discharge of the trusts hereof and compensation
                for all disbursements, costs and expenses made or incurred by it
                in the
                discharge of its duties hereunder and in the management of the
                Trust.

            


    

     

    6.11 Investment
      of Moneys Held by Trustee

     

    Unless
      otherwise provided in this Agreement, any moneys held by or on behalf of the
      Trustee which under the terms of this Agreement may or ought to be invested
      or
      which may be on deposit with the Trustee or which may be in the hands of the
      Trustee may be invested and reinvested in the name or under the control of
      the
      Trustee, in trust for Acquiror, in securities in which, under the laws of the
      Province of Alberta, trustees are authorized to invest trust moneys, provided
      that such securities are stated to mature within two years after their purchase
      by the Trustee, and the Trustee shall so invest such moneys on the written
      direction of ExchangeCo. Pending the investment of any moneys as hereinbefore
      provided, such moneys may be deposited in the name of the Trustee in any
      chartered bank in Canada or, with the consent of ExchangeCo, in the deposit
      department of the Trustee or any other loan or trust company authorized to
      accept deposits under the laws of Canada or any province thereof at the rate
      of
      interest then current on similar deposits. 

     

    6.12 Trustee
      Not Required to Give Security

     

    The
      Trustee shall not be required to give any bond or security in respect of the
      execution of the trusts, rights, duties, powers and authorities of this
      Agreement or otherwise in respect of the premises.

     

    6.13 Trustee
      Not Bound to Act on Request

     

    Except
      as
      in this Agreement otherwise specifically provided, the Trustee shall not be
      bound to act in accordance with any direction or request of Acquiror and/or
      ExchangeCo or of the directors thereof until a duly authenticated copy of the
      instrument or resolution containing such direction or request shall have been
      delivered to the Trustee, and the Trustee shall be empowered to act and rely
      upon any such copy purporting to be authenticated and believed by the Trustee
      to
      be genuine. The Trustee shall retain the right not to act and shall not be
      liable for refusing to act if, due to a lack of information or for any other
      reason whatsoever, the Trustee, in its sole judgment, determines that such
      act
      might cause it to be in non-compliance with any applicable anti-money laundering
      or anti-terrorist legislation, regulation or guideline. Further, should the
      Trustee, in its sole judgment, determine at any time that its acting under
      this
      Agreement has resulted in its being in non-compliance with any applicable
      anti-money laundering or anti-terrorist legislation, regulation or guideline,
      then it shall have the right to resign on ten days written notice to the other
      parties to this Agreement, provided that: (a) the Trustee’s written notice shall
      describe the circumstances of such non-compliance; and (b) if such circumstances
      are rectified to the Trustee’s satisfaction within such 10 day period, then such
      resignation shall not be effective.

     

    
      
        
        

      

      
        23.

        
          

        

      

      
        
        

      

    

     

    6.14 Authority
      to Carry on Business

     

    The
      Trustee represents to Acquiror and ExchangeCo that at the date of execution
      and
      delivery by it of this Agreement it is authorized to carry on the business
      of a
      trust company in each of the Provinces of Canada but if, notwithstanding the
      provisions of this Section 6.14,
      it
      ceases to be so authorized to carry on business, the validity and enforceability
      of this Agreement and the Voting Rights, the Exchange Right and the Automatic
      Exchange Rights shall not be affected in any manner whatsoever by reason only
      of
      such event but the Trustee shall, within 90 days after ceasing to be authorized
      to carry on the business of a trust company in any province of Canada, either
      become so authorized or resign in the manner and with the effect specified
      in
Article
      9.

     

    6.15 Conflicting
      Claims

     

    If
      conflicting claims or demands are made or asserted with respect to any interest
      of any Beneficiary in any Exchangeable Shares, including any disagreement
      between the heirs, representatives, successors or assigns succeeding to all
      or
      any part of the interest of any Beneficiary in any Exchangeable Shares,
      resulting in conflicting claims or demands being made in connection with such
      interest, then the Trustee shall be entitled, at its sole discretion, to refuse
      to recognize or to comply with any such claims or demands. In so refusing,
      the
      Trustee may elect not to exercise any Voting Rights, Exchange Right or Automatic
      Exchange Rights subject to such conflicting claims or demands and, in so doing,
      the Trustee shall not be or become liable to any person on account of such
      election or its failure or refusal to comply with any such conflicting claims
      or
      demands. The Trustee shall be entitled to continue to refrain from acting and
      to
      refuse to act until:

     

    
      	 	
              (a)

            	
              the
                rights of all adverse claimants with respect to the Voting Rights,
                Exchange Right or Automatic Exchange Rights subject to such conflicting
                claims or demands have been adjudicated by a final judgment of a
                court of
                competent jurisdiction and all rights of appeal have expired;
                or

            


    

     

    
      	 	
              (b)

            	
              all
                differences with respect to the Voting Rights, Exchange Right or
                Automatic
                Exchange Rights subject to such conflicting claims or demands have
                been
                conclusively settled by a valid written agreement binding on all
                such
                adverse claimants, and the Trustee shall have been furnished with
                an
                executed copy of such agreement certified to be in full force and
                effect.

            


    

     

    If
      the
      Trustee elects to recognize any claim or comply with any demand made by any
      such
      adverse claimant, it may in its discretion require such claimant to furnish
      such
      surety bond or other security satisfactory to the Trustee as it shall deem
      appropriate to fully indemnify it as between all conflicting claims or
      demands.

     

    
      
        
        

      

      
        24.

        
          

        

      

      
        
        

      

    

     

    6.16 Acceptance
      of Trust

     

    The
      Trustee hereby accepts the Trust created and provided for by and in this
      Agreement and agrees to perform the same upon the terms and conditions herein
      set forth and to hold all rights, privileges and benefits conferred hereby
      and
      by law in trust for the various persons who shall from time to time be
      Beneficiaries, subject to all the terms and conditions herein set
      forth.

     

    6.17 Maintenance
      of Office or Agency

     

    Acquiror
      will maintain in Calgary, Alberta an office or agency where certificates
      representing Exchangeable Shares may be presented or surrendered for exchange
      by
      Beneficiaries and where notices and demands to or upon Acquiror or ExchangeCo
      in
      respect of the Exchangeable Shares may be served. Acquiror will give prompt
      written notice to the Trustee of the location, and any change in the location,
      of such office or agency. If at any time Acquiror shall fail to maintain any
      such office or agency or shall fail to furnish the Trustee with the address
      thereof, such presentations, surrenders, notices and demands may be served
      at
      the Corporate Trust Office of the Trustee, and Acquiror and ExchangeCo hereby
      appoint the Trustee as their agent to receive all such presentations,
      surrenders, notices and demands. Furthermore, copies of all Acquiror proxy
      materials will be made available for inspection by any Beneficiary at such
      office or agency.

     

    6.18 Third
      Party Interests

     

    Each
      party to this Agreement hereby represents to the Trustee that any account to
      be
      opened by, or interest to held by the Trustee in connection with this Agreement,
      for or to the credit of such party, either (i) is not intended to be used by
      or
      on behalf of any third party; or (ii) is intended to be used by or on behalf
      of
      a third party, in which case such party hereto agrees to complete and execute
      forthwith a declaration in the Trustee’s prescribed form as to the particulars
      of such third party.

     

    6.19 Privacy

     

    The
      parties acknowledge that Canadian federal and/or provincial legislation that
      addresses the protection of individuals’ personal information (collectively,
“Privacy
      Laws”)
      applies to obligations and activities under this Agreement. Despite any other
      provision of this Agreement, no party shall take or direct any action that
      would
      contravene, or cause the others to contravene, applicable Privacy Laws. The
      parties shall, prior to transferring or causing to be transferred personal
      information to the Trustee, obtain and retain required consents of the relevant
      individuals to the collection, use and disclosure of their personal information,
      or shall have determined that such consents either have previously been given
      upon which the parties can rely or are not required under the Privacy Laws.
      The
      Trustee shall use commercially reasonable efforts to ensure that its services
      hereunder comply with Privacy Laws. Specifically, the Trustee agrees: (a) to
      have a designated chief privacy officer; (b) to maintain policies and procedures
      to protect personal information and to receive and respond to any privacy
      complaint or inquiry; (c) to use personal information solely for the purposes
      of
      providing its services under or ancillary to this Agreement and not to use
      it
      for any other purpose except with the consent of or direction from the other
      parties or the individual involved; (d) not to sell or otherwise improperly
      disclose personal information to any third party; and (e) to employ
      administrative, physical and technological safeguards to reasonably secure
      and
      protect personal information against loss, theft, or unauthorized access, use
      or
      modification.

     

    
      
        
        

      

      
        25.

        
          

        

      

      
        
        

      

    

     

    ARTICLE
      7

    COMPENSATION

     

    7.1 Fees
      and Expenses of the Trustee

     

    Acquiror
      and ExchangeCo jointly and severally agree to pay the Trustee reasonable
      compensation for all of the services rendered by it under this Agreement and
      will reimburse the Trustee for all reasonable expenses (including taxes other
      than taxes based on the net income of the Trustee, fees paid to legal counsel
      and other experts and advisors and travel expenses) and disbursements, including
      the cost and expense of any suit or litigation of any character and any
      proceedings before any governmental agency reasonably incurred by the Trustee
      in
      connection with its duties under this Agreement; provided that Acquiror and
      ExchangeCo shall have no obligation to reimburse the Trustee for any expenses
      or
      disbursements paid, incurred or suffered by the Trustee in any suit or
      litigation in which the Trustee is determined to have acted in bad faith or
      with
      gross negligence, recklessness or willful misconduct.

     

    ARTICLE
      8

    INDEMNIFICATION
      AND LIMITATION OF LIABILITY

     

    8.1 Indemnification
      of the Trustee

     

    Acquiror
      and ExchangeCo jointly and severally agree to indemnify and hold harmless the
      Trustee and each of its directors, officers, employees and agents appointed
      and
      acting in accordance with this Agreement (collectively, the “Indemnified
      Parties”)
      against all claims, losses, damages, reasonable costs, penalties, fines and
      reasonable expenses (including reasonable expenses of the Trustee’s legal
      counsel) which, without fraud, gross negligence, recklessness, willful
      misconduct or bad faith on the part of such Indemnified Party, may be paid,
      incurred or suffered by the Indemnified Party by reason or as a result of the
      Trustee’s acceptance or administration of the Trust, its compliance with its
      duties set forth in this Agreement, or any written or oral instruction delivered
      to the Trustee by Acquiror or ExchangeCo pursuant hereto.

     

    In
      no
      case shall Acquiror or ExchangeCo be liable under this indemnity for any claim
      against any of the Indemnified Parties unless Acquiror and ExchangeCo shall
      be
      notified by the Trustee of the written assertion of a claim or of any action
      commenced against the Indemnified Parties, promptly after any of the Indemnified
      Parties shall have received any such written assertion of a claim or shall
      have
      been served with a summons or other first legal process giving information
      as to
      the nature and basis of the claim. Subject to (ii) below, Acquiror and
      ExchangeCo shall be entitled to participate at their own expense in the defense
      and, if Acquiror and ExchangeCo so elect at any time after receipt of such
      notice, either of them may assume the defense of any suit brought to enforce
      any
      such claim. The Trustee shall have the right to employ separate counsel in
      any
      such suit and participate in the defense thereof, but the fees and expenses
      of
      such counsel shall be at the expense of the Trustee unless: (i) the employment
      of such counsel has been authorized by Acquiror or ExchangeCo; or (ii) the
      named
      parties to any such suit include both the Trustee and Acquiror or ExchangeCo
      and
      the Trustee shall have been advised by counsel acceptable to Acquiror or
      ExchangeCo that there may be one or more legal defenses available to the Trustee
      that are different from or in addition to those available to Acquiror or
      ExchangeCo and that, in the judgment of such counsel, would present a conflict
      of interest were a joint representation to be undertaken (in which case Acquiror
      and ExchangeCo shall not have the right to assume the defense of such suit
      on
      behalf of the Trustee but shall be liable to pay the reasonable fees and
      expenses of counsel for the Trustee). This indemnity shall survive the
      termination of this Agreement and the resignation or removal of the
      Trustee.


    
      
        
        

      

      
        26.

        
          

        

      

      
        
        

      

    

     

    8.2 Limitation
      of Liability

     

    The
      Trustee shall not be held liable for any loss which may occur by reason of
      depreciation of the value of any part of the Trust Estate or any loss incurred
      on any investment of funds pursuant to this Agreement, except to the extent
      that
      such loss is attributable to the fraud, gross negligence, recklessness, willful
      misconduct or bad faith on the part of the Trustee.

     

    ARTICLE
      9

    CHANGE
      OF TRUSTEE

     

    9.1 Resignation

     

    The
      Trustee, or any trustee hereafter appointed, may at any time resign by giving
      written notice of such resignation to Acquiror and ExchangeCo specifying the
      date on which it desires to resign, provided that such notice shall not be
      given
      less than 30 days before such desired resignation date unless Acquiror and
      ExchangeCo otherwise agree and provided further that such resignation shall
      not
      take effect until the date of the appointment of a successor trustee and the
      acceptance of such appointment by the successor trustee. Upon receiving such
      notice of resignation, Acquiror and ExchangeCo shall promptly appoint a
      successor trustee, which shall be a corporation organized and existing under
      the
      laws of Canada or any Province thereof, by written instrument in duplicate,
      one
      copy of which shall be delivered to the resigning trustee and one copy to the
      successor trustee. Failing the appointment and acceptance of a successor
      trustee, a successor trustee may be appointed by order of a court of competent
      jurisdiction upon application of one or more of the parties to this Agreement.
      If the retiring trustee is the party initiating an application for the
      appointment of a successor trustee by order of a court of competent
      jurisdiction, Acquiror and ExchangeCo shall be jointly and severally liable
      to
      reimburse the retiring trustee for its legal costs and expenses in connection
      with same.

     

    9.2 Removal

     

    The
      Trustee, or any trustee hereafter appointed, may (provided a successor trustee
      is appointed) be removed at any time on not less than 30 days’ prior notice by
      written instrument executed by Acquiror and ExchangeCo, in duplicate, one copy
      of which shall be delivered to the trustee so removed and one copy to the
      successor trustee.

     

    
      
        
        

      

      
        27.

        
          

        

      

      
        
        

      

    

     

    9.3 Successor
      Trustee

     

    Any
      successor trustee appointed as provided under this Agreement shall execute,
      acknowledge and deliver to Acquiror and ExchangeCo and to its predecessor
      trustee an instrument accepting such appointment. Thereupon the resignation
      or
      removal of the predecessor trustee shall become effective and such successor
      trustee, without any further act, deed or conveyance, shall become vested with
      all the rights, powers, duties and obligations of its predecessor under this
      Agreement, with the like effect as if originally named as trustee in this
      Agreement. However, on the written request of Acquiror and ExchangeCo or of
      the
      successor trustee, the trustee ceasing to act shall, upon payment of any amounts
      then due it pursuant to the provisions of this Agreement, execute and deliver
      an
      instrument transferring to such successor trustee all the rights and powers
      of
      the trustee so ceasing to act. Upon the request of any such successor trustee,
      Acquiror, ExchangeCo and such predecessor trustee shall execute any and all
      instruments in writing for more fully and certainly vesting in and confirming
      to
      such successor trustee all such rights and powers.

     

    9.4 Notice
      of Successor Trustee

     

    Upon
      acceptance of appointment by a successor trustee as provided herein, Acquiror
      and ExchangeCo shall cause to be mailed notice of the succession of such trustee
      hereunder to each Beneficiary specified in a List. If Acquiror or ExchangeCo
      shall fail to cause such notice to be mailed within ten days after acceptance
      of
      appointment by the successor trustee, the successor trustee shall cause such
      notice to be mailed at the expense of Acquiror and ExchangeCo.

     

    ARTICLE
      10

    ACQUIROR
      SUCCESSORS

     

    10.1 Certain
      Requirements in Respect of Combination, etc.

     

    Acquiror
      shall not consummate any transaction (whether by way of reconstruction,
      reorganization, consolidation, merger, transfer, sale, lease or otherwise)
      whereby all or substantially all of its undertaking, property and assets would
      become the property of any other person or, in the case of a merger, of the
      continuing corporation resulting therefrom unless, but may do so if:


     

    
      	 	
              (a)

            	
              such
                other person or continuing corporation (herein called the “Acquiror Successor”),
                by operation of law, becomes, without more, bound by the terms and
                provisions of this Agreement or, if not so bound, executes, prior
                to or
                contemporaneously with the consummation of such transaction, a trust
                agreement supplemental hereto and such other instruments (if any)
                as are
                satisfactory to the Trustee, acting reasonably, and in the opinion
                of
                legal counsel to the Trustee are reasonably necessary or advisable
                to
                evidence the assumption by the Acquiror Successor of liability for
                all
                moneys payable and property deliverable hereunder and the covenant
                of such
                Acquiror Successor to pay and deliver or cause to be delivered the
                same
                and its agreement to observe and perform all the covenants and obligations
                of Acquiror under this Agreement;
                and

            


    

     

    
      	 	
              (b)

            	
              such
                transaction shall be upon such terms and conditions as substantially
                to
                preserve and not to impair in any material respect any of the rights,
                duties, powers and authorities of the Trustee or of the Beneficiaries
                hereunder.

            


    

     

    
      
        
        

      

      
        28.

        
          

        

      

      
        
        

      

    

     

    10.2 Vesting
      of Powers in Successor

     

    Whenever
      the conditions of Section 10.1
      have
      been duly observed and performed, the Trustee, Acquiror Successor and ExchangeCo
      shall, if required by Section 10.1,
      execute
      and deliver the supplemental trust agreement provided for in Article
      11
      and
      thereupon Acquiror Successor shall possess and from time to time may exercise
      each and every right and power of Acquiror under this Agreement in the name
      of
      Acquiror or otherwise and any act or proceeding by any provision of this
      Agreement required to be done or performed by the Board of Directors of Acquiror
      or any officers of Acquiror may be done and performed with like force and effect
      by the directors or officers of such Acquiror Successor.

     

    10.3 Wholly-Owned
      Subsidiaries

     

    Nothing
      herein shall be construed as preventing the amalgamation or merger of any
      wholly-owned direct or indirect subsidiary of Acquiror with or into Acquiror
      or
      the winding-up, liquidation or dissolution of any wholly-owned subsidiary of
      Acquiror provided that all of the assets of such subsidiary are transferred
      to
      Acquiror or another wholly-owned direct or indirect subsidiary of Acquiror
      and
      any such transactions are expressly permitted by this Article
      10.

     

    10.4 Successor
      Transaction

     

    Notwithstanding
      the foregoing provisions of this Article 10, in the event of an Acquiror Control
      Transaction:

     

    
      	 	
              (a)

            	
              in
                which Acquiror merges or amalgamates with, or in which all or
                substantially all of the then outstanding Acquiror Common Shares
                are
                acquired by, one or more other corporations to which Acquiror is,
                immediately before such merger, amalgamation or acquisition, “related’’
                within the meaning of the Income
                Tax Act
                (Canada) (otherwise than by virtue of a right referred to in paragraph
                251(5)(b) thereof);

            


    

     

    
      	 	
              (b)

            	
              which
                does not result in an acceleration of the Redemption Date in accordance
                with paragraph (b) of that definition; and


            


    

     

    
      	 	
              (c)

            	
              in
                which all or substantially all of the then outstanding Acquiror Common
                Shares are converted into or exchanged for shares or rights to receive
                such shares (the “Other
                Shares”)
                of another corporation (the “Other
                Corporation”)
                that, immediately after such Acquiror Control Transaction, owns or
                controls, directly or indirectly,
                Acquiror,

            


    

     

    then:
      (i)
      all references herein to “Acquiror” shall thereafter be and be deemed to be
      references to “Other Corporation’’ and all references herein to “Acquiror
      Shares’’ shall thereafter be and be deemed to be references to “Other Shares’’
(with appropriate adjustments, if any, as are required to result in a holder
      of
      Exchangeable Shares on the exchange, redemption or retraction of such shares
      pursuant to the Exchangeable Share Provisions or Article 8 of the Plan of
      Arrangement or exchange of such shares pursuant to this Agreement immediately
      subsequent to the Acquiror Control Transaction being entitled to receive that
      number of Other Shares equal to the number of Other Shares such holder of
      Exchangeable Shares would have received if the exchange, redemption or
      retraction of such shares pursuant to the Exchangeable Share Provisions or
      Article 8 of the Plan of Arrangement, or exchange of such shares pursuant to
      this Agreement had occurred immediately prior to the Acquiror Control
      Transaction and the Acquiror Control Transaction was completed) without any
      need
      to amend the terms and conditions of this Agreement and without any further
      action required; and (ii) Acquiror shall cause the Other Corporation to deposit
      one or more voting securities of such Other Corporation to allow Beneficiaries
      to exercise voting rights in respect of the Other Corporation substantially
      similar to those provided for in this Agreement.

     

    
      
        
        

      

      
        29.

        
          

        

      

      
        
        

      

    

     

    ARTICLE
      11

    AMENDMENTS
      AND SUPPLEMENTAL TRUST AGREEMENTS

     

    11.1 Amendments,
      Modifications, etc.

     

    This
      Agreement may not be amended or modified except by an agreement in writing
      executed by Acquiror, ExchangeCo and the Trustee and approved by the
      Beneficiaries in accordance with Section 10.2 of the Exchangeable Share
      Provisions.

     

    11.2 Ministerial
      Amendments

     

    Notwithstanding
      the provisions of Section 11.1,
      the
      parties to this Agreement may in writing, at any time and from time to time,
      without the approval of the Beneficiaries, amend or modify this Agreement for
      the purposes of

     

    
      	 	
              (a)

            	
              adding
                to the covenants of any or all parties hereto for the protection
                of the
                Beneficiaries hereunder provided that the Board of Directors of each
                of
                ExchangeCo and Acquiror shall be of the good faith opinion that such
                additions will not be prejudicial to the rights or interests of the
                Beneficiaries;

            


    

     

    
      	 	
              (b)

            	
              making
                such amendments or modifications not inconsistent with this Agreement
                as
                may be necessary or desirable with respect to matters or questions
                which,
                in the good faith opinion of the Board of Directors of each of Acquiror
                and ExchangeCo and in the opinion of the Trustee, having in mind
                the best
                interests of the Beneficiaries it may be expedient to make, provided
                that
                such Boards of Directors and the Trustee, acting on the advice of
                counsel,
                shall be of the opinion that such amendments and modifications will
                not be
                prejudicial to the interests of the Beneficiaries;
                or

            


    

     

    
      	 	
              (c)

            	
              making
                such changes or corrections which, on the advice of counsel to Acquiror,
                ExchangeCo and the Trustee, are required for the purpose of curing
                or
                correcting any ambiguity or defect or inconsistent provision or clerical
                omission or mistake or manifest error, provided that the Trustee,
                acting
                on the advice of counsel, and the Board of Directors of each of Acquiror
                and ExchangeCo shall be of the opinion that such changes or corrections
                will not be prejudicial to the rights and interests of the
                Beneficiaries.

            


    

     

    
      
        
        

      

      
        30.

        
          

        

      

      
        
        

      

    

     

    11.3 Meeting
      to Consider Amendments

     

    ExchangeCo,
      at the request of Acquiror, shall call a meeting or meetings of the
      Beneficiaries for the purpose of considering any proposed amendment or
      modification requiring approval pursuant hereto. Any such meeting or meetings
      shall be called and held in accordance with the by-laws of ExchangeCo, the
      Exchangeable Share Provisions and all applicable laws; provided that any such
      meeting shall only be called for a bona fide business purpose and not for the
      principle purpose of causing a Redemption Date (as defined in the Exchangeable
      Share Provisions) to occur or transpire.

     

    11.4 Changes
      in Capital of Acquiror and ExchangeCo

     

    At
      all
      times after the occurrence of any event contemplated pursuant to Sections 2.7
      or
      2.8 of the Support Agreement or otherwise, as a result of which either Acquiror
      Common Shares or the Exchangeable Shares or both are in any way changed, this
      Agreement shall forthwith be deemed amended and modified as necessary in order
      that it shall apply with full force and effect, mutatis
      mutandis,
      to all
      new securities into which Acquiror Common Shares or the Exchangeable Shares
      or
      both are so changed.

     

    11.5 Execution
      of Supplemental Trust Agreements

     

    No
      amendment to or modification or waiver of any of the provisions of this
      Agreement otherwise permitted hereunder shall be effective unless made in
      writing and signed by all of the parties hereto. From time to time ExchangeCo,
      Acquiror and the Trustee may, subject to the provisions of these presents,
      and
      they shall, when so directed by these presents, execute and deliver by their
      proper officers, trust agreements or other instruments supplemental hereto,
      which thereafter shall form part hereof, for any one or more of the following
      purposes:

     

    
      	 	
              (a)

            	
              evidencing
                the succession of Acquiror Successors and the covenants of and obligations
                assumed by each such Acquiror Successor in accordance with the provisions
                of Article
                10
                and the successors of any successor trustee in accordance with the
                provisions of Article
                9;

            


    

     

    
      	 	
              (b)

            	
              making
                any additions to, deletions from or alterations of the provisions
                of this
                Agreement or the Voting Rights, the Exchange Right or the Automatic
                Exchange Rights which, in the opinion of the Trustee, will not be
                prejudicial to the interests of the Beneficiaries or are, in the
                opinion
                of counsel to the Trustee, necessary or advisable in order to incorporate,
                reflect or comply with any legislation the provisions of which apply
                to
                Acquiror, ExchangeCo, the Trustee or this Agreement;
                and

            


    

     

    
      	 	
              (c)

            	
              for
                any other purposes not inconsistent with the provisions of this Agreement,
                including to make or evidence any amendment or modification to this
                Agreement as contemplated hereby, provided that, in the opinion of
                the
                Trustee, the rights of the Trustee and Beneficiaries will not be
                prejudiced thereby.

            


    

     

    
      
        
        

      

      
        31.

        
          

        

      

      
        
        

      

    

     

    ARTICLE
      12

    TERMINATION

     

    12.1 Term

     

    The
      Trust
      created by this Agreement shall continue until the earliest to occur of the
      following events:

     

    
      	 	
              (a)

            	
              no
                outstanding Exchangeable Shares are held by a
                Beneficiary;

            


    

     

    
      	 	
              (b)

            	
              each
                of Acquiror and ExchangeCo elects in writing to terminate the Trust
                and
                such termination is approved by the Beneficiaries in accordance with
                Section 10.2 of the Exchangeable Share Provisions;
                and

            


    

     

    
      	 	
              (c)

            	
              21
                years after the death of the last survivor of the descendants of
                His
                Majesty King George VI of Canada and the United Kingdom of Great
                Britain
                and Northern Ireland living on the date of the creation of the
                Trust.

            


    

     

    12.2 Survival
      of Agreement

     

    This
      Agreement shall survive any termination of the Trust and shall continue until
      there are no Exchangeable Shares outstanding held by a Beneficiary; provided,
      however, that the provisions of Article
      7
      and
Article
      8
      shall
      survive any such termination of this Agreement.

     

    ARTICLE
      13

    GENERAL

     

    13.1 Severability

     

    If
      any
      term or other provision of this Agreement is invalid, illegal or incapable
      of
      being enforced by any rule of law or public policy, all other conditions and
      provisions of this Agreement shall nevertheless remain in full force and effect
      so long as the economic or legal substance of the transactions contemplated
      hereby is not affected in any manner materially adverse to any party. Upon
      such
      determination that any term or other provision is invalid, illegal or incapable
      of being enforced, the parties hereto shall negotiate in good faith to modify
      this Agreement so as to effect the original intent of the parties as closely
      as
      possible in an acceptable manner to the end that transactions contemplated
      hereby are fulfilled to the extent possible.

     

    13.2 Assignment

     

    No
      party
      hereto may assign this Agreement or any of its rights, interests or obligations
      under this Agreement (whether by operation of law or otherwise) except that
      ExchangeCo may assign in its sole discretion, any or all of its rights,
      interests and obligations hereunder to any wholly-owned subsidiary of
      Acquiror.

     

    
      
        
        

      

      
        32.

        
          

        

      

      
        
        

      

    

     

    13.3 Binding
      Effect

     

    Subject
      to Section 13.2,
      this
      Agreement and the Arrangement shall be binding upon, enure to the benefit of
      and
      be enforceable by the parties hereto and their respective successors and assigns
      and to the benefit of the Beneficiaries.

     

    13.4 Notices
      to Parties

     

    All
      notices and other communications hereunder shall be in writing and shall be
      deemed given when delivered personally, telecopied (which is confirmed) or
      dispatched (postage prepaid) to a nationally recognized overnight courier
      service with overnight delivery instructions, in each case addressed to the
      particular party at:

     

    
      	 	
              (a)

            	
              if
                to Acquiror or ExchangeCo, at:

            


    

     

    Gran
      Tierra Energy Inc.

    #300,
      611 – 10th
      Avenue
      S.W.

    Calgary,
      Alberta T2R 0B2

    Attention:                
      Dana
      Coffield, Ph.D., President & Chief Executive Officer

    Facsimile
      Number:  (403)
      265-3242

     

    
      	 	
              (b)

            	
              if
                to the Trustee, at:

            


    

     

    Computershare
      Trust Company of Canada

    #600,
      530
– 8th
      Avenue
      S.W.

    Calgary,
      Alberta T2P 3S8

    Attention:                
      Manager,
      Corporate Trusts

    Facsimile
      Number:  (403)
      267-6598

     

    or
      at
      such other address of which any party may, from time to time, advise the other
      parties by notice in writing given in accordance with the
      foregoing.

     

    13.5 Notice
      to Beneficiaries

     

    Any
      and
      all notices to be given and any documents to be sent to any Beneficiaries may
      be
      given or sent to the address of such Beneficiary shown on the register of
      holders of Exchangeable Shares in any manner permitted by the by-laws of
      ExchangeCo from time to time in force in respect of notices to shareholders
      and
      shall be deemed to be received (if given or sent in such manner) at the time
      specified in such by-laws, the provisions of which by-laws shall apply
mutatis
      mutandis
      to
      notices or documents as aforesaid sent to such Beneficiaries.

     

    13.6 Counterparts

     

    This
      Agreement may be executed in counterparts, each of which shall be deemed to
      be
      an original but all of which together shall constitute one and the same
      instrument.

     

    
      
        
        

      

      
        33.

        
          

        

      

      
        
        

      

    

     

    13.7 Governing
      Laws; Consent to Jurisdiction

     

    This
      Agreement shall be governed by and construed in accordance with the laws of
      Alberta. Each party hereby irrevocably attorns to the jurisdiction of the courts
      of Alberta in respect of all matters arising under or in relation to this
      Agreement.

     

    13.8 United
      States Tax Characterization

     

    The
      parties hereto recognize and intend that, for United States federal, state
      and
      local income, franchise and similar tax purposes, the Trust will be disregarded
      as an entity separate from Acquiror pursuant to Treas. Reg. 301.7701-3(b),
      and
      no party shall take any position on any tax return or otherwise that is
      inconsistent with such treatment.

     

    
      
        
        

      

      
        34.

        
          

        

      

      
        
        

      

    

     

    IN
      WITNESS WHEREOF
      the
      parties hereto have caused this Agreement to be duly executed as of the date
      first above written.

     

    
      	
              GRAN
                TIERRA ENERGY INC.

            
	 
	 
	
              By:

            	
              /s/
                Dana Coffield

            
	 	
              Name: 
                Dana Coffield, Ph.D.

            
	 	
              Title:   
                President and Chief Executive Officer

            
	 	 
	
              GRAN
                TIERRA EXCHANGECO INC.

            
	 
	 	 
	
              By:

            	
              /s/
                Dana Coffield

            
	 	
              Name: Dana
                Coffield, Ph.D.

            
	 	
              Title:  
                President and Chief Executive Officer

            
	 	 
	
              COMPUTERSHARE
                TRUST COMPANY OF CANADA

            
	 
	 	 
	
              By:

            	
              /s/
                Dan Sander

            
	 	
              Name:
                Dan Sander

            
	 	
              Title:  
                Professional, Corporate Trust

            
	 	 
	
              By:

            	
              /s/
                Karen Biscope

            
	 	
              Name:
                Karen Biscope

            
	 	
              Title:  
                Manager, Corporate Trust

            


    

     

    
      
        
        

      

      
        35.