Exhibit
10.1

    

       

    VOTING
SUPPORT AGREEMENT

     

    January ________,
2011

     

    Dear
Securityholder:

     

    
      	
              Re

            	
              Arrangement
      Agreement between Petrolifera Petroleum Limited and Gran Tierra Energy
      Inc.

            


    

     

    For good
and valuable consideration, the receipt and sufficiency of which is hereby
acknowledged by you (the "Securityholder"), and in
consideration of the entering into by Petrolifera Petroleum Limited ("TargetCo") and Gran Tierra
Energy Inc. ("AcquireCo") of the arrangement
agreement (the "Arrangement
Agreement") dated the date hereof relating to the proposed acquisition of
TargetCo by AcquireCo (the "Arrangement") and providing
for, amongst other things, the issuance of 0.1241 of an AcquireCo Share for each
TargetCo Share subject to rounding, the Securityholder agrees as follows (unless
otherwise defined herein, capitalized terms shall have the meanings ascribed
thereto in the Arrangement Agreement):

     

    
      	
              1.

            	
              Ownership
      of TargetCo Securities

            


    

     

    AcquireCo
understands that the Securityholder is the beneficial owner, directly or
indirectly, of or exercises control or direction over the number of: (a)
TargetCo Shares; (b) TargetCo Options; and (c) TargetCo Warrants, all as set
forth in the Securityholder's acceptance at the end of this letter agreement
("Agreement")
(collectively, such TargetCo Shares, TargetCo Options and TargetCo Warrants, the
"Subject Securities"
which term shall include any TargetCo Shares issued to the Securityholder after
the date hereof pursuant to the exercise of any TargetCo Options and TargetCo
Warrants and all TargetCo Shares, TargetCo Options, TargetCo Warrants or other
securities of TargetCo otherwise acquired by the Securityholder after the date
hereof).

     

    
      	
              2.

            	
              Revocation
      of Previous Proxies

            


    

     

    The
Securityholder hereby revokes any and all previous proxies with respect to the
Subject Securities.

     

    
      	
              3.

            	
              Covenants
      of the Securityholder

            


    

     

    The
Securityholder irrevocably covenants and agrees to and for the benefit of
AcquireCo that, until the earlier of: (x) the Release Date, as defined below;
and (y) the termination of this Agreement in accordance with its terms, the
Securityholder shall:

     

    
      	
               
      

            	
              (a)

            	
              attend
      (either in person or by proxy) any meeting of the TargetCo Securityholders
      convened for the purposes of considering the Arrangement (including, any
      adjournments and postponements thereof) and vote or cause to be voted, to
      the extent applicable, all of the Subject Securities in favour of the
      Arrangement and all other matters related thereto that are necessary for,
      or ancillary to, implementing the
Arrangement;

            


    

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    
      	
               
      

            	
              (b)

            	
              except
      for all such actions that are permitted under Section 6, vote the Subject
      Securities against:

            


    

     

    
      	
               
      

            	
              (i)

            	
              any
      extraordinary transaction, such as a merger, rights offering,
      reorganization, recapitalization, or liquidation involving TargetCo or any
      of its subsidiaries or affiliates other than the Arrangement and any
      transaction related thereto;

            


    

     

    
      	
               
      

            	
              (ii)

            	
              a
      sale or transfer of a material amount of assets of TargetCo or the
      issuance of any securities of TargetCo or any of its subsidiaries or
      affiliates (other than pursuant to the exercise of TargetCo Options or
      TargetCo Warrants); or

            


    

     

    
      	
               
      

            	
              (iii)

            	
              any
      action that is reasonably likely to impede, interfere with, delay,
      postpone, or adversely affect in any material respect the
      Arrangement;

            


    

     

    
      	
               
      

            	
              (c)

            	
              not
      sell, transfer, assign, or otherwise dispose of (other than by operation
      of Laws) or enter into any agreement or understanding relating to the
      sale, transfer, assignment or other disposition of the Subject Securities
      (other than TargetCo Options or TargetCo Warrants in respect of which the
      Securityholder has exercised his or her right to acquire TargetCo Shares
      in accordance with their terms or as contemplated herein or by the
      Arrangement Agreement) or permit any affiliate of the Securityholder to do
      any of the foregoing without the prior written consent of AcquireCo, which
      shall not be unreasonably withheld;

            


    

     

    
      	
               
      

            	
              (d)

            	
              not
      grant or agree to grant any proxy or other right to vote the Subject
      Securities that is inconsistent with the terms hereof, or enter into any
      voting trust, vote pooling or other agreement with respect to the right to
      vote, call meetings of TargetCo Securityholders or give consents or
      approvals of any kind as to the Subject
  Securities;

            


    

     

    
      	
               
      

            	
              (e)

            	
              exercise
      all TargetCo Options held by the Securityholder or surrender such TargetCo
      Options in accordance with the Arrangement
  Agreement;

            


    

     

    
      	
               
      

            	
              (f)

            	
              not
      exercise any rights of dissent or appraisal in respect of any resolution
      approving the Arrangement or any aspect thereof or matter related thereto,
      or in any manner delay, hinder, prevent, interfere with or challenge the
      Arrangement;

            


    

     

    
      	
               
      

            	
              (g)

            	
              in
      connection with the solicitation of proxies for any meeting of TargetCo
      securityholders to be held to consider the Arrangement (a "Special Meeting"), use
      the Securityholder's reasonable commercial efforts to furnish to counsel
      to TargetCo the information relating to the Securityholder (if any)
      required by Applicable Securities Laws to be set forth in any information
      circular (the "Information Circular")
      and in any other applicable regulatory filing.  Information
      relating to the Securityholder furnished by the Securityholder for
      inclusion in the Information Circular will not contain an untrue statement
      of a material fact or omit to state a material fact required to be stated
      therein or necessary to make the statements therein not
      misleading;

            


    

     

    
      	
               
      

            	
              (h)

            	
              promptly
      notify AcquireCo upon any of the undersigned's representations or
      warranties contained in this Agreement becoming untrue or incorrect in any
      material respect prior to the Release Date, and for the purposes of this
      provision, each representation and warranty shall be deemed to be given at
      and as of all times during such period (irrespective of any language which
      suggests that it is only being given as at the date
    hereof);

            


    

     

    
      
         


      

      
        - 2
-

        
          

        

      

      
         


      

    

     

    
      	
               
      

            	
              (i)

            	
              without
      effecting any entitlement to receive compensation for loss of employment,
      if the Securityholder is a director or officer of TargetCo or its
      subsidiaries, if requested by AcquireCo, to resign his or her position as
      a director and/or officer of TargetCo and its subsidiaries effective at
      such time as may be requested by AcquireCo (provided such time is not
      prior to the Effective Time) and, upon payment in accordance with any
      employment agreement or severance arrangement, provide a duly executed
      mutual release in form satisfactory to AcquireCo and such Securityholder,
      both acting reasonably, and will use its reasonable commercial efforts to
      enable AcquireCo to elect or appoint all of the directors of TargetCo and
      to effect an orderly transition of management and control of TargetCo at
      the time and in the manner requested by
  AcquireCo.

            


    

     

    For the
purposes of this Agreement, "Release Date" means the
earlier of:

     

    
      	
               
      

            	
              (i)

            	
              the Effective Time,
      and

            


    

     

    
      	
               
      

            	
              (ii)

            	
              the
      date the Arrangement Agreement is
terminated.

            


    

     

    
      	
              4.

            	
              Representations
      and Warranties of the
Securityholder

            


    

     

    The
Securityholder hereby represents and warrants to AcquireCo, as of the date of
this Agreement and on the Effective Date, that:

     

    
      	
               
      

            	
              (a)

            	
              the
      Securityholder is the beneficial owner of, or exercises control or
      direction over, the Subject
Securities;

            


    

     

    
      	
               
      

            	
              (b)

            	
              the
      Subject Securities are held by the Securityholder with good, valid and
      marketable title thereto, and the transfer of such Subject Securities,
      including TargetCo Shares issuable on exercise of TargetCo Options and
      TargetCo Warrants, to AcquireCo will pass good, valid and marketable title
      to such securities, free and clear of all claims, liens, charges,
      encumbrances and security interests.  The Subject Securities
      constitute all of the TargetCo Shares, TargetCo Options, TargetCo Warrants
      or other securities of TargetCo owned legally or beneficially, either
      directly or indirectly, by the Securityholder or over which the
      Securityholder exercises control or direction, either directly or
      indirectly;

            


    

     

    
      	
               
      

            	
              (c)

            	
              the
      Securityholder has good and sufficient power, authority and right to enter
      into this Agreement and to complete the transactions contemplated
      hereby;

            


    

     

    
      	
               
      

            	
              (d)

            	
              the
      Securityholder is duly authorized to execute and deliver this Agreement
      and this Agreement is a valid and binding agreement, enforceable against
      the Securityholder in accordance with its terms, and the consummation by
      the Securityholder of the transactions contemplated hereby will not
      constitute a violation or breach of or default under, or conflict with,
      any contract, commitment, agreement understanding or arrangement of any
      kind to which the Securityholder is or will be a party and by which the
      Securityholder is or will be bound at the time of such
      consummation;

            


    

     

    
      	
               
      

            	
              (e)

            	
              the
      Securityholder has not previously granted or agreed to grant any ongoing
      proxy in respect of the Subject Securities or entered into any voting
      trust, vote pooling or other agreement with respect to the right to vote,
      or any agreement to call meetings of TargetCo securityholders or give
      consents or approvals in any way affecting the Subject
      Securities;

            


    

     

    
      
         


      

      
        - 3
-

        
          

        

      

      
         


      

    

     

    
      	
               
      

            	
              (f)

            	
              no
      consent, waiver, approval, authorization, exemption, registration, license
      or declaration of or by, or filing with, or notification to any
      Governmental Entity is required to be made or obtained by the
      Securityholder in connection with: (i) the execution and delivery by the
      Securityholder and enforcement against the Securityholder of this
      Agreement; or (ii) the consummation of any of the transactions by the
      Securityholder provided for herein;
and

            


    

     

    
      	
               
      

            	
              (g)

            	
              there
      are no legal or quasi-legal proceedings in progress or pending before any
      public body, court or authority or threatened against the Securityholder
      that would adversely affect in any manner the ability of the
      Securityholder to enter into this Agreement and to perform its obligations
      hereunder or the title of the Securityholder to any of the Subject
      Securities and there is no judgment, decree or order against the
      Securityholder that would adversely affect in any manner the ability of
      the Securityholder to enter into this Agreement and to perform its
      obligations hereunder or the title of the Securityholder to any of the
      Subject Securities.

            


    

     

    
      	
              5.

            	
              Representations
      and Warranties of AcquireCo

            


    

     

    AcquireCo
hereby represents and warrants to and covenants with the Securityholder
that:

     

    
      	
               
      

            	
              (a)

            	
              AcquireCo
      is duly formed and validly existing under the laws of its jurisdiction of
      formation.  AcquireCo has all necessary corporate power,
      authority, capacity and right to enter into this Agreement and to carry
      out each of its obligations under this Agreement and to consummate the
      transactions contemplated hereby;
and

            


    

     

    
      	
               
      

            	
              (b)

            	
              AcquireCo
      is duly authorized to execute and deliver this Agreement and this
      Agreement, upon acceptance by the Securityholder, will be a valid and
      binding agreement, enforceable against AcquireCo in accordance with its
      terms, and the execution of this Agreement will not constitute a violation
      of or default under, or conflict with, any restrictions of any kind of any
      contract, commitment, agreement, understanding or arrangement to which
      AcquireCo is a party and by which AcquireCo is
  bound.

            


    

     

    
      	
              6.

            	
              No
      Limit on Fiduciary Duty

            


    

     

    Nothing
contained in this Agreement will: (a) restrict, limit or prohibit the
Securityholder from exercising (in his or her capacity as a director or officer
of TargetCo or any of its subsidiaries) his or her fiduciary duties to TargetCo
or any of its subsidiaries under Applicable Laws; or (b) require the
Securityholder in his or her capacity as an officer of TargetCo or any
subsidiary of TargetCo to take any action in contravention of, or omit to take
any action pursuant to, or otherwise take or refrain from taking any actions
which are inconsistent with, instructions or directions of the TargetCo Board of
Directors undertaken in the exercise of their fiduciary duties.

     

    
      	
              7.

            	
              Expenses

            


    

     

    AcquireCo
and the Securityholder each agree to pay their own expenses incurred in
connection with this Agreement.  Each of the parties hereto agrees to
indemnify the other against any claim for a finder's fee or other compensation
by any broker claiming by, through or under such indemnifying
party.

     

    
      
         


      

      
        - 4
-

        
          

        

      

      
         


      

    

     

    
      	
              8.

            	
              Termination

            


    

     

    It is
understood and agreed that the respective rights and obligations hereunder of
AcquireCo and the Securityholder shall cease and this Agreement shall terminate
immediately following the Release Date and otherwise may be terminated by notice
in writing:

     

    
      	
               
      

            	
              (a)

            	
              at
      any time prior to the Effective Date by mutual consent of AcquireCo and
      the Securityholder;

            


    

     

    
      	
               
      

            	
              (b)

            	
              by
      AcquireCo at any time when not in material default in the performance of
      its obligations under this Agreement if: (i) any of the representations
      and warranties of the Securityholder under this Agreement shall not be
      true and correct in all material respects; or (ii) the Securityholder
      shall not have complied with its covenants to AcquireCo contained in this
      Agreement in all material respects;

            


    

     

    
      	
               
      

            	
              (c)

            	
              by
      the Securityholder at any time when not in material default in the
      performance of its obligations under this Agreement if: (i) any of the
      representations or warranties of AcquireCo under this Agreement shall not
      be true and correct in all material respects; or (ii) AcquireCo shall not
      have complied with its covenants to the Securityholder contained in this
      Agreement in all material respects;
and

            


    

     

    
      	
               
      

            	
              (d)

            	
              by
      the Securityholder if the Effective Date has not occurred by April 30,
      2011.

            


    

     

    Notwithstanding
Section 8(b) or Section 8(c), neither AcquireCo nor the Securityholder may
exercise any termination right set forth in Section 8(b) or Section
8(c) respectively unless the party intending to so exercise has delivered a
written notice to the other party specifying in reasonable detail all breaches
of covenants, representations and warranties or other matters that the party
delivering such notice is asserting as the basis for the non-fulfilment of the
applicable covenant or termination right, as the case may be.  If any
such notice is delivered, provided that a party is proceeding diligently to cure
such matter and such matter is capable of being cured, no party may terminate
this Agreement until the expiration of a period of five Business Days from the
date such notice is received, and then only if such non-fulfilment of the
applicable covenant or termination right, as the case may be, shall not have
been cured.

     

    
      	
              9.

            	
              Effect
      of Termination

            


    

     

    Upon
termination of this Agreement in accordance with Section 8, no party shall have
any liability under this Agreement; provided that, other than in the event of
termination of this Agreement upon the occurrence of the Effective Time, neither
the termination of this Agreement nor any provision of this Section 9 shall
relieve any party from any liability for any breach by it of this Agreement,
including from any incorrectness or inaccuracy in its representations and
warranties and any non-performance by it of any of its covenants made
herein.

     

    
      	
              10.

            	
              Amendment

            


    

     

    This
Agreement may not be modified, amended, altered or supplemented except upon the
execution and delivery of a written agreement executed by each of the parties
hereto.

     

    To the
extent the Arrangement Agreement is amended, modified, restated, replaced or
superseded from time to time, all references herein to the Arrangement Agreement
shall be to the Arrangement Agreement as amended, modified or restated from time
to time or to the agreement which has replaced or superseded it from time to
time, and any and all references to particular sections of the Arrangement
Agreement shall be deemed to be references to the analogous provision in the
Arrangement Agreement as amended, modified or restated from time to time or to
the agreement which has replaced or superseded it from time to
time.

     

    
      
         


      

      
        - 5
-

        
          

        

      

      
         


      

    

     

    
      	
              11.

            	
              Assignment

            


    

     

    No party
to this Agreement may assign any of its rights or obligations under this
Agreement without the prior written consent of the other parties.

     

    
      	
              12.

            	
              Disclosure

            


    

     

    Prior to
the first public disclosure by TargetCo and AcquireCo of the existence and terms
and conditions of this Agreement, neither of the parties hereto shall disclose
the existence of this Agreement or any details hereof, or the possibility of the
Arrangement or any terms or conditions or other information concerning the
Arrangement to any Person other than the Securityholder's advisors, or the
directors, officers and advisors of TargetCo, AcquireCo and their respective
subsidiaries, without the prior written consent of the other party hereto,
except to the extent required by Laws or any applicable stock exchange rules or
policies of regulatory authorities.  The existence and terms and
conditions of this Agreement may be disclosed by AcquireCo and TargetCo in the
press release issued in connection with the execution of the Arrangement
Agreement and other public disclosure documents in accordance with Applicable
Securities Laws and a copy of this Agreement may be filed by TargetCo and/or
AcquireCo with securities regulatory authorities to the extent such filing is
required by Applicable Securities Laws.

     

    
      	
              13.

            	
              Further
      Assurances

            


    

     

    The
Securityholder shall from time to time and at all times hereafter at the request
of AcquireCo but without further consideration, do and perform all such further
acts, matters and things and execute and deliver all such further documents,
deeds, assignments, agreements, notices and writings and give such further
assurances as shall be reasonably required for the purpose of giving effect to
this Agreement.

     

    
      	
              14.

            	
              Successors

            


    

     

    This
Agreement will be binding upon, enure to the benefit of and be enforceable by
AcquireCo and the Securityholder and their respective successors.

     

    
      	
              15.

            	
              Time
      of the Essence

            


    

     

    Time
shall be of the essence of this Agreement.

     

    
      	
              16.

            	
              Unenforceable
      Terms

            


    

     

    If any
provision of this Agreement or the application thereof to any party or
circumstance shall be invalid or unenforceable to any extent the remainder of
this Agreement or application of such provision to a party or circumstance other
than those to which it is held invalid or unenforceable shall not be affected
thereby and each remaining provision of this Agreement shall be valid and shall
be enforceable to the fullest extent permitted by Laws.

     

    
      	
              17.

            	
              Survival

            


    

     

    
      	
               
      

            	
              (a)

            	
              The
      representations and warranties made by the Securityholder in Section 4
      shall survive the completion of the Arrangement;
  and

            


    

     

    
      
         


      

      
        - 6
-

        
          

        

      

      
         


      

    

     

    
      	
               
      

            	
              (b)

            	
              The
      representations and warranties made by AcquireCo in Section 5 shall
      survive the completion of the
Arrangement.

            


    

     

    
      	
              18.

            	
              Notices

            


    

     

    Any
notice or other communication required or permitted to be given hereunder shall
be in writing and shall be sufficiently given if delivered or sent by facsimile
transmission with confirmation of receipt:

     

    
      	
               
      

            	
              (a)

            	
              in
      the case of the Securityholder to:

            


    

     

    c/o
Petrolifera Petroleum Limited

    900, 332
– 6th Avenue
SW

    Calgary,
Alberta  T2P 0B2

     

    
      	
               
      

            	
              Attention:

            	
              Richard
      A. Gusella, Executive Chairman or Gary D. Wine, President and Chief
      Operating Officer

            


    

    Facsimile:             (403)
538-6225

     

    
      	
               
      

            	
              (b)

            	
              in
      the case of AcquireCo to:

            


    

     

    Gran
Tierra Energy Inc.

    300, 625
– 11th Avenue
SW

    Calgary,
Alberta  T2R 0E2

     

    Attention:              Dana
Coffield, President and Chief Executive Officer

    Facsimile:             (403)
265-3242

     

    or at
such other address or facsimile number as the party to which such notice or
other communication is to be given has last notified the party giving the same
in the manner herein provided.  Any notice or communication so given
shall be deemed to be received on the day of delivery, if delivered, and on the
day of sending, if sent by facsimile transmission; provided that if such day of
delivery or sending is not a Business Day at the point of receipt then such
notice or communication shall be deemed to have been received on the first
Business Day thereafter.

     

    
      	
              19.

            	
              Applicable
      Law

            


    

     

    This
Agreement shall be governed and construed in accordance with the laws of the
Province of Alberta and the federal laws of Canada applicable therein and each
of the parties hereto irrevocably attorns to the jurisdiction of the courts of
the Province of Alberta.

     

    
      	
              20.

            	
              No
      Strict Construction

            


    

     

    The
language used in this Agreement is the language chosen by the parties to express
their mutual intent, and no rule of strict construction shall be applied against
any party.

     

    
      	
              21.

            	
              Entire
      Agreement

            


    

     

    This
Agreement constitutes the entire agreement and supersedes all other prior
agreements and undertakings, both written and oral, between the parties with
respect to the subject matter hereof.  Other than as set forth in this
Agreement, no representation or warranty has been given by any party to the
other.
 

    
      
         


      

      
        - 7
-

        
          

        

      

      
         


      

    

     

    
      	
              22.

            	
              Specific
      Performance and other Equitable
Remedies

            


    

     

    Each of
the parties recognizes and acknowledges that this Agreement is an integral part
of the transactions contemplated in the Arrangement Agreement, that AcquireCo
would not enter into the Arrangement Agreement unless this Agreement was
executed, and accordingly acknowledges and agrees that a breach by the
Securityholder of any covenants or other commitments contained in this Agreement
will cause AcquireCo to sustain injury for which it would not have an adequate
remedy at law for money damages. Therefore, each of the parties agree that in
the event of any such breach, AcquireCo shall be entitled to the remedy of
specific performance of such covenants or commitments and preliminary and
permanent injunctive and other equitable relief in addition to any other remedy
to which it may be entitled, at law or in equity, and the Securityholder further
agrees to waive any requirement for the securing or posting of any bond in
connection with the obtaining of any such injunctive or other equitable
relief.
 

    
      
         


      

      
        - 8
-

        
          

        

      

      
         


      

    

     

    This
letter may be signed by fax or PDF document and in counterparts, which,
together, shall be deemed to constitute one valid and binding agreement and
delivery of such counterparts may be effected by means of facsimile or PDF
document.

     

    
      
        
          	 
      	
                  GRAN
      TIERRA ENERGY INC.

                
	 
      	 
      
	 
      	
                  By:

                	 
      
	 
      	 
      	
                  Name:

                
	 
      	 
      	
                  Title

                


        

      

    

     

    Acceptance by the
Securityholder

     

    The
foregoing is hereby accepted as of and with effect from the _______ day of
January, 2011 and the undersigned hereby confirms that the undersigned
beneficially owns, directly or indirectly, or exercises control or direction
over the Subject Securities indicated below:

     

    
      
        
          
            
              
                
                  
                    	 
      	 
      	
                            TargetCo
      Shares

                          
	 
      	 
      	 
      
	 
      	 
      	
                            TargetCo
      Options

                          
	 
      	 
      	 
      
	 
      	 
      	
                            TargetCo
      Warrants

                          
	 
      	 
      	 
      
	 
      	 
      	 
      
	
                            Witness

                          	 
      	
                            Signature
      of Securityholder or, if a corporation,

                          
	 
      	 
      	
                            authorized
      signing officer

                          
	 	 	 
	 
      	 
      	 
      
	 
      	 
      	
                            Name
      of Securityholder (please
print)

                          


                  

                

              

            

          

        

      

    

     

    
      
         


      

      
        - 9
-