Exhibit
10.2

         

      

      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 and AcquireCo agree 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 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.

              	
                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 5, 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)

              	
                except
      as contemplated herein, 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, her or its 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;

              


      

       

      
        	
                 
      

              	
                (d)

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

              


      

       

      
        	
                 
      

              	
                (e)

              	
                not
      exercise any rights of dissent or appraisal in respect of any resolution
      approving the Arrangement or any aspect thereof or matter related thereto,
      and not exercise any other securityholder rights or remedies available at
      common law or pursuant to Applicable Laws to in any manner delay, hinder,
      prevent, interfere with or challenge the
  Arrangement;

              


      

       

      
        	
                 
      

              	
                (f)

              	
                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);
      and

              


      

       

      
        	
                 
      

              	
                (g)

              	
                subject
      to Section 5, not, and will use its commercially reasonable efforts to
      cause its representatives and advisors not to, directly or
      indirectly:

              


      

       

      
        	
                 
      

              	
                (i)

              	
                solicit,
      facilitate, initiate or encourage or take any action to solicit,
      facilitate or encourage any Acquisition Proposal;
  or

              


      

       

      
        	
                 
      

              	
                (ii)

              	
                enter
      into or participate in any negotiations or initiate any discussion
      regarding an Acquisition Proposal, or furnish to any other person any
      information with respect to TargetCo's or its subsidiaries' businesses,
      properties, operations, prospects or conditions (financial or otherwise)
      in connection with an Acquisition Proposal or otherwise cooperate in any
      way with, or assist or participate in, facilitate or encourage, any effort
      or attempt of any other Person to do or seek to do any of the
      foregoing.

              


      

       

      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.

              


      

       

      
        	
                3.

              	
                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 legal and beneficial owner of, or exercises control
      or direction over, the Subject
Securities;

              


      

       

      
        
           


        

        
          - 2
-

          
            

          

        

        
           


        

      

       

      
        	
                 
      

              	
                (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, if applicable, 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, assuming the due execution and delivery of this Agreement by
      AcquireCo, this Agreement is a valid and binding agreement, enforceable
      against the Securityholder in accordance with its terms, subject to the
      limitation that enforceability of any waiver of statutory rights may be
      limited by Applicable Laws, 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 a party and by which the Securityholder is 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;

              


      

       

      
        	
                 
      

              	
                (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, to its knowledge,
      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.

              


      

       

      
        	
                4.

              	
                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;

              


      

       

      
        	
                 
      

              	
                (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;
  and

              


      

       

      
        
           


        

        
          - 3
-

          
            

          

        

        
           


        

      

       

      
        	
                 
      

              	
                (c)

              	
                the
      AcquireCo Shares and AcquireCo Warrants, as the case may be, issuable
      pursuant to the Arrangement will be validly issued as fully paid and
      non-assessable and, subject to compliance with Section 2.6 of National
      Instrument 45-102, shall not be subject to a hold period under applicable
      securities laws in Canada, other than resales by control
      persons.

              


      

       

      
        	
                5.

              	
                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.

       

      
        	
                6.

              	
                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.

       

      
        	
                7.

              	
                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;

              


      

       

      
        	
                 
      

              	
                (d)

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

              


      

       

      
        	
                 
      

              	
                (e)

              	
                by
      the Securityholder if the Arrangement Agreement is amended to provide that
      the number of AcquireCo Shares to be issued pursuant to the Arrangement is
      reduced from that contemplated in the first paragraph of this Agreement or
      the Arrangement Agreement is otherwise amended in a manner that is
      materially adverse to the Securityholder;
and

              


      

       

      
        
           


        

        
          - 4
-

          
            

          

        

        
           


        

      

       

      
        	
                 
      

              	
                (f)

              	
                by
      the Securityholder if:

              


      

       

      
        	
                 
      

              	
                (i)

              	
                the
      TargetCo Board of Directors has determined that a Superior Proposal has
      been made; and

              


      

       

      
        	
                 
      

              	
                (ii)

              	
                AcquireCo
      shall not have, prior to the expiry of each 72 hour period provided in
      section 3.4(c) of the Arrangement Agreement, proposed to amend the
      TargetCo Share consideration on the basis provided in section 3.4(c) of
      the Arrangement Agreement such that the holders of the TargetCo Shares
      shall receive a value per TargetCo Share equal to or having a value
      greater than the value per TargetCo Share provided in the Superior
      Proposal.

              


      

       

      Notwithstanding
Section 7(b) or Section 7(c), neither AcquireCo nor the Securityholder may
exercise any termination right set forth in Section 7(b) or Section
7(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.

       

      
        	
                8.

              	
                Effect
      of Termination

              


      

       

      Upon
termination of this Agreement in accordance with Section 7, 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 8 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.

       

      
        	
                9.

              	
                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.

       

      Subject
to Section 7(e), 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.

       

      
        	
                10.

              	
                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.

       

      
        
           


        

        
          - 5
-

          
            

          

        

        
           


        

      

       

      
        	
                11.

              	
                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 the Securityholder, 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.

       

      
        	
                12.

              	
                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.

       

      
        	
                13.

              	
                Successors

              


      

       

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

       

      
        	
                14.

              	
                Time
      of the Essence

              


      

       

      Time
shall be of the essence of this Agreement.

       

      
        	
                15.

              	
                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.

       

      
        	
                16.

              	
                Survival

              


      

       

      
        	
                 
      

              	
                (a)

              	
                The
      representations and warranties made by the Securityholder in Section 3
      shall survive the completion of the Arrangement;
  and

              


      

       

      
        	
                 
      

              	
                (b)

              	
                The
      representations and warranties made by AcquireCo in Section 4 shall
      survive the completion of the
Arrangement.

              


      

       

      
        	
                17.

              	
                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:

              


      

       

      Connacher
Oil and Gas Limited

      900, 332
– 6th Avenue
SW

      Calgary,
Alberta  T2P 0B2

       

      Attention:        Peter
Sametz, President and Chief Operating Officer

      Facsimile:        (403)
538-6225
 

      
        
           


        

        
          - 6
-

          
            

          

        

        
           


        

      

       

      
        	
                 
      

              	
                (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.

       

      
        	
                18.

              	
                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.

       

      
        	
                19.

              	
                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.

       

      
        	
                20.

              	
                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.

       

      
        	
                21.

              	
                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 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.
  

      
        
           


        

        
          - 7
-

          
            

          

        

        
           


        

      

       

      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:

       

      
        
          
            
              	
                      26,898,859

                    	 
      	
                      TargetCo
      Shares

                    
	 
      	 
      	 
      
	 
      	 
      	
                      TargetCo
      Options

                    
	 
      	 
      	 
      
	
                      6,778,000

                    	 
      	
                      TargetCo
      Warrants

                    
	 
      	 
      	 
      
	 
      	 
      	 
      
	
                      Witness

                    	 
      	
                      Signature
      of Securityholder or, if a corporation,

                    
	 
      	 
      	
                      authorized
      signing officer

                    
	 
      	 
      	 
      
	 
      	 
      	
                      CONNACHER OIL AND GAS
    LIMITED

                    
	 
      	 
      	
                      Name
      of Securityholder (please
print)

                    


            

          

        

      

       

      
        
           


        

        
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