Unassociated Document


    July
      ____, 2008

    


    CONFIDENTIAL

    


     

      
        

      

    

    (Please
      print full name)

    


     

      
        

      

    

    (Please
      print full address, including postal code)

    


     

    
      
        

      



    


     

      
        

      

    

    (Facsimile
      number)

    


    Dear
      Sirs:

    


    
      	
              Re:

            	
              Shareholder
                Support Agreement Respecting the Arrangement Involving Solana Resources
                Limited, Gran Tierra Energy Inc. and Gran Tierra ExchangeCo
                Inc.

            


    

    


    We
      understand that you (the "Shareholder")
      are
      the beneficial owner of, or exercise control or direction over, the number
      of
      common shares ("Solana
      Shares")
      of
      Solana Resources Limited ("Solana")
      and
      hold options ("Solana
      Options")
      and/or
      warrants ("Solana
      Warrants")
      to
      purchase Solana Shares, each as set forth on the signature page
      hereof.

     

    Pursuant
      to an arrangement agreement to be dated on or about July ____, 2008 (the
      "Arrangement
      Agreement")
      among
      Solana, Gran Tierra Energy Inc. ("Gran
      Tierra")
      and
      Gran Tierra ExchangeCo Inc. ("ExchangeCo"),
      Gran
      Tierra and ExchangeCo propose to acquire all of the issued and outstanding
      Solana Shares on a diluted basis by way of a statutory plan of arrangement
      pursuant to the provisions of the Business
      Corporations Act
      (Alberta) (the "Arrangement").
      Capitalized terms not otherwise defined herein shall have the meanings ascribed
      thereto in the Arrangement Agreement.

     

    In
      consideration for each of Gran Tierra and ExchangeCo entering into the
      Arrangement Agreement and other good and valuable consideration, the receipt
      and
      sufficiency of which is hereby acknowledged, the parties covenant and
      agree
      as
      follows:

     

    ARTICLE
      1  

     

    THE
      ARRANGEMENT

     

    	1.1  	
            Subject
              to the applicable terms and conditions set out in the Arrangement
              Agreement:

          


     

    	(a)  	
            ExchangeCo
              will acquire the Solana Shares held by Eligible Shareholders pursuant
              to
              the Arrangement in exchange for such number of exchangeable shares
              in the
              capital of ExchangeCo (the "Exchangeable
              Shares")
              as is equal to the number of Solana Shares so exchanged, multiplied
              by the
              Exchange Ratio (as defined in the Arrangement);
              or

          


     

    	(b)  	
            Gran
              Tierra will acquire the Solana Shares held by Ineligible Shareholders
              pursuant to the Arrangement in exchange for such number of shares of
              common stock in the capital of Gran Tierra (the "Gran
              Tierra Shares")
              as is equal to the number of Solana Shares so exchanged, multiplied
              by the
              Exchange Ratio (as defined in the
              Arrangement).

          


     

    
      
         

      

      
         

        
          

        

      

      
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          2 -

      

       

    

    	1.2  	
            Notwithstanding
              the foregoing, the completion of the Arrangement is subject to various
              conditions as set forth in the Arrangement Agreement, which conditions
              are
              for the benefit of Gran Tierra, ExchangeCo or Solana (or all of them),
              which Gran Tierra, ExchangeCo or Solana (or all of them) has the right
              to
              waive, in whole or in part, or to rely on in connection with the
              termination of the Arrangement Agreement and their respective obligations
              in relation to the Arrangement.

          


     

    ARTICLE
      2

    AGREEMENT
      TO VOTE

     

    	2.1  	
            Subject
              to Article
              5,
              the Shareholder agrees to support the Arrangement and to vote or cause
              to
              be voted the Subject Securities (as defined below) in favour of the
              Arrangement at the meeting of the holders of Solana Shares to be called
              to
              approve the Arrangement (the "Meeting")
              and, in the case of Subject Securities voted by proxy, to submit the
              proxy
              for such Subject Securities in favour of the Arrangement and provide
              a
              copy thereof to Gran Tierra at least ten days prior to the date of
              the
              Meeting. For the purposes hereof, "Subject
              Securities"
              means all of the Solana Shares that the Shareholder beneficially owns
              or
              over which it exercises control or direction (the "Presently
              Held Securities")
              and any additional Solana Shares that the Shareholder may hereafter
              become
              the beneficial owner of or exercise control or direction over (including
              any such Solana Shares issued on exercise of any Solana Options and
              Solana
              Warrants) (the "After
              Acquired Securities").

          


     

    ARTICLE
      3

    REPRESENTATIONS,
      WARRANTIES AND COVENANTS OF THE SHAREHOLDER

     

    	3.1  	
            The
              Shareholder represents and warrants to each of Gran Tierra and ExchangeCo,
              and acknowledges that each of Gran Tierra and ExchangeCo is relying
              upon
              such representations and warranties in entering into this Shareholder
              Support Agreement that:

          


     

    	(a)  	
            the
              Shareholder has good and sufficient power, authority and right to enter
              into this Shareholder Support Agreement and to perform the Shareholder's
              obligations hereunder;

          


     

    	(b)  	
            assuming
              the due execution and delivery of this Shareholder Support Agreement
              by
              Gran Tierra and ExchangeCo, this Shareholder Support Agreement is a
              legal,
              valid and binding obligation of the Shareholder enforceable by each
              of
              Gran Tierra and ExchangeCo against the Shareholder in accordance with
              its
              terms (subject to the limitation that the enforceability of any waiver
              of
              statutory rights may be limited by applicable law), and the performance
              by
              the Shareholder of its obligations hereunder will not constitute a
              violation of or default under, or conflict with, any contract, commitment,
              agreement, arrangement, understanding or restriction of any kind to
              which
              the Shareholder is a party or by which the Shareholder is
              bound;

          


     

    	(c)  	
            the
              Shareholder is the beneficial owner of, or exercises control or direction
              over, the Presently Held Securities and the Shareholder has, or in
              the
              case of the After Acquired Securities will have, good and sufficient
              power, authority and right to transfer or cause to be transferred the
              legal and beneficial title to the Subject Securities to Gran Tierra
              or
              ExchangeCo, as applicable, with good and marketable title thereto free
              and
              clear of all liens, charges, encumbrances, security interests and other
              rights of others whatsoever; and

          


     

    	(d)  	
            the
              Presently Held Securities represent all of the Solana Shares beneficially
              owned or over which the Shareholder exercises control or direction
              and the
              Shareholder does not hold any other rights to acquire any Solana Shares,
              other than the Solana Options and Solana Warrants set forth on the
              signature page hereof.

          


     

    
      
         

      

      
         

        
          

        

      

      
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          3 -

      

       

    

    The
      foregoing representations and warranties will be true and correct on the date
      hereof and on the date of completion of the Arrangement.

     

    	3.2  	
            The
              Shareholder covenants and agrees with each of Gran Tierra and ExchangeCo
              that the Shareholder will not, and will use its reasonable commercial
              efforts to cause its representatives and advisors not to, directly
              or
              indirectly:

          


     

    	(a)  	
            solicit,
              facilitate, initiate or encourage or take any action to solicit,
              facilitate or encourage any Solana Acquisition
              Proposal;

          


     

    	(b)  	
            enter
              into or participate in any negotiations or initiate any discussion
              regarding an Solana Acquisition Proposal, or furnish to any other person
              any information with respect to Solana's business, properties, operations,
              prospects or conditions (financial or otherwise) in connection with
              an
              Solana 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;
              or

          


     

    	(c)  	
            take
              any action that might reasonably be expected to reduce the likelihood
              of
              success of the Arrangement,

          


     

    provided
      that, if the Shareholder is a director or officer of Solana, the foregoing
      provisions of this Section 3.2
      shall
      not restrict the Shareholder from discharging his or her fiduciary duties to
      Solana as a director or officer (or both).

     

    	3.3  	
            The
              Shareholder covenants and agrees with each of Gran Tierra and ExchangeCo
              that so long as the Shareholder is required to vote the Subject Securities
              in favour of the Arrangement hereunder,
              that:

          


     

    	(a)  	
            it
              will notify Gran Tierra promptly if any discussions or negotiations
              of the
              nature contemplated by Section 3.2
              are sought or if any proposal in respect of an Solana Acquisition Proposal
              is received, being considered or indicated to be forthcoming, unless
              Gran
              Tierra has been so notified by or on behalf of
              Solana;

          


     

    	(b)  	
            except
              as contemplated herein, it shall not sell, assign, convey, otherwise
              dispose of or pledge, charge, encumber or grant a security interest
              in or
              grant to any other person any interest in any of the Subject
              Securities;

          


     

    	(c)  	
            it
              shall not exercise any shareholder rights or remedies available at
              common
              law or pursuant to applicable securities or corporate laws to delay,
              hinder, upset or challenge the
              Arrangement;

          


     

    	(d)  	
            it
              shall exercise all voting rights attached to the Subject Securities
              to
              vote against any resolution to be considered by the securityholders
              of
              Solana that, if approved, could reasonably be considered to reduce
              the
              likelihood of success of the Arrangement;

          


     

    	(e)  	
            it
              shall exercise all voting rights attached to the Subject Securities
              owned
              or controlled by the Shareholder to cause Solana and its subsidiaries
              to
              carry on their respective businesses in the regular and ordinary course
              consistent with past practice;

          


     

    
      
         

      

      
         

        
          

        

      

      
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          4 -

      

       

    

    	(f)  	
            in
              connection with the completion of the Arrangement, if the Shareholder
              is a
              director or officer of Solana, it will, if requested by Gran Tierra,
              resign his or her position as a director and/or officer of Solana (and
              Solana's subsidiaries) effective at such time as may be requested by
              Gran
              Tierra (provided such time is not prior to the effective time of the
              Arrangement) and will use its reasonable commercial efforts to enable
              Gran
              Tierra and ExchangeCo to elect or appoint all of the directors of Solana
              (and Solana's subsidiaries) and to effect an orderly transition of
              management and control of Solana (and Solana's subsidiaries) at the
              time
              and in the manner requested by Gran Tierra;
              and

          


     

    	(g)  	
            it
              shall use its reasonable commercial efforts to cause Solana to perform
              its
              obligations under the Arrangement Agreement, to the extent such is
              within
              its power (subject to any fiduciary duties to which the Shareholder
              may be
              subject).

          


     

    ARTICLE
      4

    REPRESENTATIONS
      AND WARRANTIES OF GRAN TIERRA AND EXCHANGECO

     

    	4.1  	
            Each
              of Gran Tierra and ExchangeCo represents and warrants to the Shareholder,
              and acknowledges that the Shareholder is relying upon such representations
              and warranties in entering into this Shareholder Support Agreement,
              that:

          


     

    	(a)  	
            it
              has good and sufficient power, authority and right to enter into this
              Shareholder Support Agreement, and the Arrangement Agreement, and to
              complete the transactions contemplated hereby and
              thereby;

          


     

    	(b)  	
            upon
              the due execution and delivery of this Shareholder Support Agreement
              by
              the Shareholder, this Shareholder Support Agreement is a legal, valid
              and
              binding obligation of each of Gran Tierra and ExchangeCo enforceable
              by
              the Shareholder against each of Gran Tierra and ExchangeCo in accordance
              with its terms, and the consummation by each of Gran Tierra and ExchangeCo
              of the transactions contemplated hereby will not constitute a violation
              of
              or default under, or conflict with, any contract, commitment, agreement,
              arrangement, understanding or restriction of any kind to which it is
              a
              party or by which it is bound; and

          


     

    	(c)  	
            the
              execution and delivery by each of Gran Tierra and ExchangeCo of this
              Shareholder Support Agreement and the performance by each of Gran Tierra
              and ExchangeCo of its obligations hereunder will not result in a violation
              or breach of any provision of:

          


     

    	(i)  	
            Gran
              Tierra's or ExchangeCo's articles or by-laws;
              or

          


     

    	(ii)  	
            any
              law, regulation, order, judgment or decrees applicable to either of
              Gran
              Tierra or ExchangeCo,

          


     

    and,
      other than as set out in or contemplated by the Arrangement Agreement, no
      authorization, consent or approval of, or filing with, any public body or court
      of authority is necessary for the fulfillment by ExchangeCo of its obligations
      in respect of the Arrangement.

     

    The
      foregoing representations and warranties will be true and correct on the date
      hereof and on the date of completion of the transactions contemplated by the
      Arrangement.

     

    
      
         

      

      
         

        
          

        

      

      
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          5 -

      

       

    

    ARTICLE
      5

    TERMINATION

     

    	5.1  	
            The
              obligations hereunder of the Shareholder and this Shareholder Support
              Agreement shall terminate at the option of the Shareholder (without
              entitlement to compensation of any nature whatsoever payable to Gran
              Tierra or ExchangeCo) upon written notice given by the Shareholder
              to each
              of Gran Tierra and ExchangeCo:

          


     

    	(a)  	
            if
              the Arrangement Agreement is terminated in accordance with its terms,
              other than as a result of a breach of this Shareholder Support Agreement
              by the Shareholder; or

          


     

    	(b)  	
            if
              either of Gran Tierra or ExchangeCo decreases or changes the form of
              the
              consideration offered pursuant to the Arrangement or otherwise modifies
              or
              amends the Arrangement in a manner materially adverse to holders of
              Solana
              Shares; provided that, an adjournment or rescheduling of the Meeting
              as
              agreed by Gran
              Tierra
              and Solana shall not constitute an adverse modification or amendment
              to
              the Arrangement.

          


     

    	5.2  	
            The
              obligations hereunder of Gran Tierra and ExchangeCo and this Shareholder
              Support Agreement shall terminate at the option of either of Gran Tierra
              or ExchangeCo (without entitlement to compensation of any nature
              whatsoever payable to the Shareholder) upon written notice given by
              Gran
              Tierra to the Shareholder:

          


     

    	(a)  	
            if
              the Shareholder has breached or failed to perform and satisfy any of
              its
              covenants or agreements herein contained in a material respect or any
              of
              the representations and warranties of the Shareholder contained herein
              are
              not true and correct in a material respect;
              or

          


     

    	(b)  	
            if
              the Arrangement Agreement is terminated in accordance with its
              terms.

          


     

    	5.3  	
            In
              the event of the termination of this Shareholder Support Agreement
              as
              provided in Sections 5.1
              and 5.2
              above, this Shareholder Support Agreement shall forthwith become void
              and
              shall be of no further force or effect and there shall be no liability
              on
              the part of any party hereto, provided that the foregoing shall not
              relieve any party from any liability for any breach of this Shareholder
              Support Agreement that occurs prior to such
              termination.

          


     

    ARTICLE
      6

    REGULATORY
      APPROVALS

     

    	6.1  	
            The
              Shareholder covenants that the Shareholder shall, acting reasonably,
              at
              Gran Tierra's or Solana's cost, co-operate with Gran Tierra and ExchangeCo
              in obtaining all governmental and regulatory approvals as may reasonably
              be required to permit Gran Tierra and ExchangeCo to complete the
              Arrangement in accordance with its terms and to acquire Solana Shares
              thereunder, as contemplated in the Arrangement
              Agreement.

          


     

    ARTICLE
      7

    PUBLIC
      DISCLOSURE

     

    	7.1  	
            The
              Shareholder agrees not to make any public disclosure or announcement
              of or
              pertaining to this Shareholder Support Agreement or the Arrangement
              Agreement or the Arrangement nor to disclose that any discussions or
              negotiations are taking place in connection therewith, without the
              prior
              written consent of Gran Tierra or except as required by
              law.

          


     

    
      
         

      

      
         

        
          

        

      

      
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          6 -

      

       

    

    ARTICLE
      8

    NOTICE

     

    	8.1  	
            Any
              notice or other communication required or permitted to be given hereunder
              shall be sufficiently given if delivered:

          


     

    	(a)  	
            in
              the case of the Shareholder, to the address appearing on the first
              page of
              this Shareholder Support Agreement; and

          


     

    	(b)  	
            in
              the case of Gran Tierra and ExchangeCo,
              to:

          


     

    c/o
      Gran
      Tierra Energy Inc.

    300,
      611
      10th
      Avenue
      S.W.

    Calgary,
      Alberta T2R 0B2

    


    Attention: Chief
      Executive Officer

    Facsimile
      No.: 403-265-3242

    


    or
      to
      such other address 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 provided
      in this paragraph. Any notice or other communication given or made shall be
      deemed to have been duly given or made as at the date delivered or sent if
      delivered personally or sent by facsimile transmission at the address for
      service provided herein.

     

    ARTICLE
      9

    GENERAL

     

    	9.1  	
            All
              references to Solana Shares, Exchangeable Shares and Gran Tierra Shares
              herein shall include any shares into which the Solana Shares, Exchangeable
              Shares or Gran Tierra Shares, respectively, may be reclassified,
              subdivided, redivided, consolidated or converted by amendment to the
              articles of Solana, ExchangeCo or Gran Tierra, respectively, or otherwise
              and the price per share referred to herein shall be amended
              accordingly.

          


     

    	9.2  	
            Words
              signifying the singular number shall include, whenever appropriate,
              the
              plural and vice versa; and words signifying the masculine gender shall
              include, whenever appropriate, the feminine
              gender.

          


     

    	9.3  	
            This
              Shareholder Support Agreement and the rights and obligations of the
              parties hereto shall be governed by and construed in accordance with
              the
              laws of the Province of Alberta and the federal laws of Canada applicable
              therein.

          


     

    	9.4  	
            This
              Shareholder Support Agreement may not be modified, amended, altered
              or
              supplemented except upon the execution and delivery of a written agreement
              executed by the parties hereto. No party to this Shareholder Support
              Agreement may assign any of its rights or obligations under this
              Shareholder Support Agreement without the prior written consent of
              the
              other party.

          


     

    	9.5  	
            Time
              shall be of the essence of this Shareholder Support
              Agreement.

          


     

    	9.6  	
            This
              Shareholder Support Agreement shall be binding upon, enure to the benefit
              of and be enforceable by the Shareholder, Gran Tierra and ExchangeCo
              and
              their respective heirs, executors, legal personal representatives,
              successors and permitted assigns, as the case may
              be.

          


     

    
      
         

      

      
         

        
          

        

      

      
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          7 -

      

       

    

    	9.7  	
            The
              representations, warranties and covenants of the Shareholder and of
              Gran
              Tierra and ExchangeCo herein shall survive the consummation of the
              Arrangement and the acquisition of the Subject Securities by Gran Tierra
              and ExchangeCo.

          


     

    	9.8  	
            Gran
              Tierra, ExchangeCo and the Shareholder agree to pay their own respective
              expenses incurred in connection with this Shareholder Support Agreement
              and the transactions contemplated hereby.

          


     

    If
      you
      are in agreement with the foregoing, kindly signify your acceptance by signing
      the second copy of this Shareholder Support Agreement and delivering it to
      Gran
      Tierra in the manner provided below. This Shareholder Support Agreement may
      be
      signed in two or more counterparts that together shall be deemed to constitute
      one valid and binding agreement and delivery of counterparts may be effected
      by
      means of facsimile transmission.

     

    Yours
      very truly,

    


    
      	
              GRAN
                TIERRA ENERGY INC.

               

               

               

              Per: 
                _________________________

            	
              GRAN
                TIERRA EXCHANGECO INC.

               

               

               

              Per:    
                _________________________       

            
	
              Name:
                Dana Coffield 

              Title:
                Chief Executive Officer

            	
              Name:
                

              Title:

            


    

    


    In
      consideration of your entering into of the Arrangement Agreement and other
      good
      and valuable consideration, the receipt and sufficiency of which are hereby
      acknowledged, the Shareholder hereby irrevocably accepts the foregoing as of
      this _______ 
      day
      of _______________,,
      2008.

     

    
      	 	 	 
	 	 	
              (Signature
                of Shareholder)

            
	 	 	 
	 	 	 
	 	 	
              (Name
                of Shareholder - please print)

            


    

    


    
      	 	 	 
	 	 	
              (Number
                of Solana Shares owned or controlled)

            
	 	 	 
	 	 	 
	 	 	
              (Number
                of Solana Options owned or controlled)

            
	 	 	 
	 	 	 
	 	 	
              (Number
                of Solana Warrants owned or
                controlled)