Unassociated Document


    July
      28,
      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 ("GT
      Shares")
      of
      Gran Tierra Energy Inc. ("GT")
      as set
      forth on the signature page hereof.

     

    Pursuant
      to an arrangement agreement to be dated on or about July 28, 2008 (the
      "Arrangement
      Agreement")
      among
      Solana Resources Limited ("Solana"),
      GT
      and Gran Tierra Exchangeco Inc. ("Exchangeco"),
      GT
      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 Solana 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

    AGREEMENT
      TO VOTE

     

    	1.1  	
            Subject
              to Article
              4,
              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
              resolutions to facilitate the Arrangement at the GT Stockholder Meeting
              (the "Meeting")
              and, in the case of Subject Securities voted by proxy, to submit the
              proxy
              for such Subject Securities in favour of such resolutions and provide
              a
              copy thereof to Solana at least ten days prior to the date of the Meeting.
              For the purposes hereof, "Subject
              Securities"
              means all of the GT Shares that the Shareholder beneficially owns or
              over
              which it exercises control or direction
              (the "Presently
              Held Securities")
              and any additional GT Shares that the Shareholder may hereafter become
              the
              beneficial owner of or exercise control or direction over (the
              "After
              Acquired Securities").

          


     

    
      
         

      

      
         

        
          

        

      

      
        -
          2 -

      

       

    

    ARTICLE
      2

    REPRESENTATIONS,
      WARRANTIES AND COVENANTS OF THE SHAREHOLDER

     

    	2.1  	
            The
              Shareholder represents and warrants to Solana, and acknowledges that
              Solana 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
              Solana, this Shareholder Support Agreement is a legal, valid and binding
              obligation of the Shareholder enforceable by Solana 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

          


     

    	(d)  	
            the
              Presently Held Securities represent all of the GT Shares beneficially
              owned or over which the Shareholder exercises control or
              direction.

          


     

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

     

    	2.2  	
            The
              Shareholder covenants and agrees with Solana that the Shareholder will
              not, and will use its reasonable commercial efforts to cause its
              representatives and advisors not to, directly or indirectly
              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 GT, the foregoing provisions of this Section
              2.2
              shall not restrict the Shareholder from discharging his or her fiduciary
              duties to GT as a director or officer (or
              both).

          


     

    	2.3  	
            The
              Shareholder covenants and agrees with Solana that so long as the
              Shareholder is required to vote the Subject Securities in favour of
              the
              Arrangement hereunder, that:

          


     

    	(a)  	
            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;

          


     

    	(b)  	
            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;

          


     

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

          


     

    
      
         

      

      
         

        
          

        

      

      
        -
          3 -

      

       

    

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

          


     

    	(e)  	
            it
              shall use its reasonable commercial efforts to cause GT 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
      3

    REPRESENTATIONS
      AND WARRANTIES OF SOLANA

     

    	3.1  	
            Solana
              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 Solana enforceable by the Shareholder against
              Solana
              in accordance with its terms, and the consummation by Solana 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 Solana of this Shareholder Support Agreement
              and
              the performance by Solana of its obligations hereunder will not result
              in
              a violation or breach of any provision
              of:

          


     

    	(i)  	
            Solana's
              articles or by-laws; or

          


     

    	(ii)  	
            any
              law, regulation, order, judgment or decrees applicable to
              Solana,

          


     

    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 Solana 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.

     

    ARTICLE
      4

    TERMINATION

     

    	4.1  	
            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 Solana)
              upon written notice given by the Shareholder to Solana
              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.

          


     

    
      
         

      

      
         

        
          

        

      

      
        -
          4 -

      

       

    

    	4.2  	
            The
              obligations hereunder of Solana and this Shareholder Support Agreement
              shall terminate at the option of Solana (without entitlement to
              compensation of any nature whatsoever payable to the Shareholder) upon
              written notice given by Solana 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.

          


     

    	4.3  	
            In
              the event of the termination of this Shareholder Support Agreement
              as
              provided in Sections 4.1
              and 4.2
              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
      5

    REGULATORY
      APPROVALS

     

    	5.1  	
            The
              Shareholder covenants that the Shareholder shall, acting reasonably,
              at
              Solana's cost, co-operate with Solana in obtaining all governmental
              and
              regulatory approvals as may reasonably be required to permit Solana
              to
              complete the Arrangement in accordance with its
              terms.

          


     

    ARTICLE
      6

    PUBLIC
      DISCLOSURE

     

    	6.1  	
            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 Solana or except as required by
              law.

          


     

    ARTICLE
      7

    NOTICE

     

    	7.1  	
            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 Solana, to:

          


     

    Solana
      Resources Limited

    Suite
      100, 522 11th
      Ave.,
      S.W.

    Calgary,
      Alberta, T2R 0C8, Canada

    


    Attention: Scott
      Price, President & CEO

    Facsimile
      No.: (403)
      770-1826

     

    
      
         

      

      
         

        
          

        

      

      
        -
          5 -

      

       

    

    


    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
      8

    GENERAL

     

    	8.1  	
            All
              references to Solana Shares and GT Shares herein shall include any
              shares
              into which the Solana Shares or GT Shares, respectively, may be
              reclassified, subdivided, redivided, consolidated or converted by
              amendment to the articles of Solana or GT, respectively, or otherwise
              and
              the price per share referred to herein shall be amended
              accordingly.

          


     

    	8.2  	
            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.

          


     

    	8.3  	
            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.

          


     

    	8.4  	
            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.

          


     

    	8.5  	
            Time
              shall be of the essence of this Shareholder Support
              Agreement.

          


     

    	8.6  	
            This
              Shareholder Support Agreement shall be binding upon, enure to the benefit
              of and be enforceable by the Shareholder, Solana and their respective
              heirs, executors, legal personal representatives, successors and permitted
              assigns, as the case may be.

          


     

    	8.7  	
            The
              representations, warranties and covenants of the Shareholder and Solana
              herein shall survive the consummation of the Arrangement and the
              acquisition of the Subject Securities by GT and
              Exchangeco.

          


     

    	8.8  	
            Solana
              and the Shareholder agree to pay their own respective expenses incurred
              in
              connection with this Shareholder Support Agreement and the transactions
              contemplated hereby.

          


    


    
      
         

      

      
         

        
          

        

      

      
        -
          6 -

      

    

     

    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
      Solana 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,

    


    
      	
              Solana
                Resources Limited

               

               

               

              Per:
                ______________________________________

            	
            
	
              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 28th
      day
      of July, 2008.

     

    
      	 	 	 
	 	 	
              (Signature
                of Shareholder)

            
	 	 	 
	 	 	 
	 	 	
              (Name
                of Shareholder - please print)

            


    

    


    
      	 	 	 
	 	 	
              (Number
                of GT Shares owned or controlled)