Exhibit 4.11


 


 





 





SUBSCRIPTION RECEIPT AGREEMENT



GRAN TIERRA ENERGY INC.



- and -



[UNDERWRITER]



- and -



[TRUSTEE]



Providing for the Issue of Subscription Receipts



of Gran Tierra Energy Inc.



Made as of l


 




     


     


    

TABLE OF CONTENTS


 


Page


 


Article 1

INTERPRETATION


 


	1.1	Definitions	2
	1.2	Headings	5
	1.3	References	5
	1.4	Certain Rules of Interpretation	5
	1.5	Day Not a Business Day	5
	1.6	Applicable Law	5
	1.7	Conflict	5
	1.8	Currency	5
	1.9	Severability	5




 


 


Article 2

ISSUE OF SUBSCRIPTION RECEIPTS


 


	2.1	Payment Acknowledgement	6
	2.2	Terms and Issue of Subscription Receipts	6
	2.3	Fractional Subscription Receipts	7
	2.4	Register for Subscription Receipts	7
	2.5	Registers Open for Inspection	7
	2.6	Receiptholder not a Shareholder	7
	2.7	Subscription Receipts to Rank Pari Passu	7
	2.8	Signing of Subscription Receipt Certificates	8
	2.9	Certification by the Subscription Receipt Agent	8
	2.10	Issue in Substitution for Subscription Receipt Certificates Lost, etc.	8
	2.11	Exchange of Subscription Receipt Certificates	9
	2.12	Charges for Exchange	9
	2.13	Transfer and Ownership of Subscription Receipts	9
	2.14	Global Subscription Receipt	10
	2.15	U.S. Legends	11
	2.16	Listing of Subscription Receipts	12
	2.17	Right of Rescission	12
	2.18	Cancellation of Surrendered Subscription Receipt Certificates	12




  


 


Article 3

SATISFACTION OF ISSUANCE RIGHT OR TERMINATION PAYMENT RIGHT


 


	3.1	Notice of Acquisition and Release of Funds on Acquisition Date	12
	3.2	Issue and Delivery of Common Sharest	13
	3.3	Payment on Termination	14
	3.4	Payment of Underwriting Fee	14
	3.5	Additional Payments by the Corporation	14




 


 


Article 4

INVESTMENT OF PROCEEDS AND PAYMENT OF INTEREST


 


	4.1	Investment of Proceeds	14
	4.2	Segregation of Proceeds	15




 






    i


     


    




 


Article 5

RIGHTS OF THE CORPORATION AND COVENANTS


 


	5.1	Optional Purchases by the Corporation	15
	5.2	General Covenants	15
	5.3	Subscription Receipt Agent’s Remuneration, Expenses and Indemnification	16
	5.4	Performance of Covenants by Subscription Receipt Agent	16
	5.5	Accounting	17
	5.6	Payments by Subscription Receipt Agent	17
	5.7	Regulatory Matters	17




 


 


Article 6

ENFORCEMENT


 


	6.1	Suits by Receiptholders	17
	6.2	Immunity of Shareholders, etc.	17




 


 


Article 7

MEETINGS OF RECEIPTHOLDERS


 


	7.1	Right to Convene Meetings	17
	7.2	Notice	18
	7.3	Chairman	18
	7.4	Quorum	18
	7.5	Power to Adjourn	18
	7.6	Show of Hands	18
	7.7	Poll and Voting	19
	7.8	Regulations	19
	7.9	Corporation and Subscription Receipt Agent may be Represented	20
	7.10	Powers Exercisable by Extraordinary Resolution	20
	7.11	Meaning of Extraordinary Resolution	21
	7.12	Powers Cumulative	21
	7.13	Minutes	22
	7.14	Instruments in Writing	22
	7.15	Binding Effect of Resolutions	22
	7.16	Holdings by Corporation Disregarded	22




 


 


Article 8

SUPPLEMENTAL AGREEMENTS


 


	8.1	Provision for Supplemental Agreements for Certain Purposes	22




 


 


Article 9

CONCERNING THE SUBSCRIPTION RECEIPT AGENT


 


	9.1	Rights and Duties of Subscription Receipt Agent	23
	9.2	Evidence, Experts and Advisers	24
	9.3	Documents, Monies, etc. Held by Subscription Receipt Agent	25
	9.4	Actions by Subscription Receipt Agent to Protect Interest	25
	9.5	Third Party Interests	25
	9.6	Subscription Receipt Agent not Required to Give Security	25
	9.7	Protection of Subscription Receipt Agent	25
	9.8	Replacement of Subscription Receipt Agent; Successor by Merger	26
	9.9	Conflict of Interest	27
	9.10	Acceptance of Appointment	27



 






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	9.11	Subscription Receipt Agent Not to be Appointed Receiver	27
	9.12	Privacy Laws	27




 


 


Article 10

GENERAL


 


	10.1	Notice to the Corporation, Subscription Receipt Agent and the Lead Underwriter	28
	10.2	Notice to Receiptholders	28
	10.3	Ownership and Transfer of Subscription Receipts	29
	10.4	Evidence of Ownership	29
	10.5	Satisfaction and Discharge of Agreement	29
	10.6	Provisions of Agreement and Subscription Receipts for the Sole Benefit of Parties and Receiptholders	29
	10.7	Subscription Receipts Owned by the Corporation or its Subsidiaries - Certificate to be Provided	30
	10.8	Effect of Execution	30
	10.9	Time of Essence	30
	10.10	Force Majeure	30
	10.11	Counterparts	30




 


 




    iii


     


    

 


THIS SUBSCRIPTION
RECEIPT AGREEMENT is made as of the ● day of ●, 201●.


 


AMONG:


 


Gran Tierra Energy Inc.,
a corporation incorporated under the laws of Nevada (the “Corporation”)


 


- and -


 


[UNDERWRITER] (the “Lead
Underwriter”), on its own behalf and on behalf of the underwriters who are party to the Underwriting Agreement providing
for the issue and sale to investors of the Subscription Receipts


 


- and -


 


[TRUSTEE], a trust company
incorporated under the laws of ● and registered to carry on business in ● (the “Subscription Receipt Agent”)


 


WHEREAS the
Corporation is proposing to issue and sell Subscription Receipts, each Subscription Receipt representing the right to receive one
Common Share in certain circumstances described herein;


 


AND WHEREAS
the Corporation is duly authorized to create, authorize, issue and sell the Subscription Receipts to be issued as herein provided;


 


AND WHEREAS
the Corporation and the Lead Underwriter, on behalf of the Underwriters, have agreed that:


 


		(a)	the Proceeds are to be delivered to and held by the
Subscription Receipt Agent and invested on behalf of the holders of Subscription Receipts, the Underwriters and the Corporation
in the manner set forth herein;



 


		(b)	if the Acquisition Time occurs by the Deadline: (i)
each holder of Subscription Receipts shall be entitled to receive, in the manner described herein, without additional consideration
or further action, one Common Share for each Subscription Receipt held; (ii) the Escrowed Funds (less the remaining one-half of
the Underwriters’ Fee) shall be released to the Corporation; and (iii) the remaining one-half of the Underwriters’
Fee will be released to the Underwriters; and



 


		(c)	if a Termination Event occurs, the subscription for
Common Shares represented by each Subscription Receipt shall be automatically terminated and cancelled and each holder of Subscription
Receipts shall be entitled to receive from the Subscription Receipt Agent an amount equal to the Subscription Price in respect
of each Subscription Receipt held together with such holder’s pro rata share of Earned Interest, net of applicable
withholding taxes;



 


AND WHEREAS
all things necessary have been done and performed to make the Subscription Receipts, when certified by the Subscription Receipt
Agent and issued as provided in this Agreement, legal, valid and binding obligations of the Corporation with the benefits and subject
to the terms of this Agreement;


 


AND WHEREAS
the foregoing recitals are by the Corporation and the Lead Underwriter, on behalf of the Underwriters, as the context provides,
and not by the Subscription Receipt Agent;


 


NOW THEREFORE THIS
AGREEMENT WITNESSES that for good and valuable consideration mutually given and received, the receipt and sufficiency of which
is hereby acknowledged, it is hereby agreed and declared as follows:


 






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Article 1

INTERPRETATION


 


1.1         Definitions


 


In this Agreement and
the recitals, unless there is something in the subject matter or context inconsistent therewith or unless otherwise expressly provided,
the following terms shall have the respective meanings set out below and grammatical variations of such terms shall have corresponding
meanings:


 


		(a)	“1933 Act” means the United States
Securities Act of 1933, as amended;



		 	 



		(b)	“1934 Act” means the United States
Securities Exchange Act of 1934, as amended;



		 	 



		(c)	“ABCA” means the Business Corporations
Act (Alberta), as amended, including the regulations promulgated thereunder;



		 	 



		(d)	“Acquireco” means ●, a limited
liability company formed under the laws of ●, an indirect wholly-owned subsidiary of the Corporation;



		 	 



		(e)	“Acquisition” means the indirect
acquisition by the Corporation through Acquirecoof ● from the Vendor pursuant to the Purchase Agreement;



		 	 



		(f)	“Acquisition Date” means the date
upon which the closing of the Acquisition takes place;



		 	 



		(g)	“Acquisition Notice” means a notice,
substantially in the form set forth in Schedule 1.1(g), executed and delivered by the Corporation, certifying that the Acquisition
Time has occurred;



		 	 



		(h)	“Acquisition Time” means the time
on the Acquisition Date at which the Escrow Release Condition has been satisfied;



		 	 



		(i)	“Additional Closing Time” has the
meaning ascribed thereto in the Underwriting Agreement;



		 	 



		(j)	“Agreement” means this agreement,
as amended, supplemented or otherwise modified from time to time in accordance with the provisions hereof;



		 	 



		(k)	“Beneficial Holder” means any Person
who holds a beneficial interest in a Subscription Receipt;



		 	 



		(l)	“Book-Entry Only System” means the
book-based securities transfer system administered by CDS in accordance with its operating rules and procedures in force from
time to time;



		 	 



		(m)	“Business Day” means a day which
is not Saturday or Sunday or a statutory holiday on which major Canadian chartered banks are not open for business in Calgary,
Alberta;



		 	 



		(n)	“CDS” means CDS Clearing and Depository
Services Inc. and its successors in interest;



		 	 



		(o)	“Closing Time” has the meaning ascribed
thereto in the Underwriting Agreement;



		 	 



		(p)	“Common Shares” means common shares
in the capital of the Corporation;



		 	 



		(q)	“Counsel” means a barrister or solicitor
or a firm of barristers or solicitors, who may be counsel for the Corporation;



		 	 



		(r)	“Deadline” means 5:00 p.m. (Calgary
time) on ●;



 






    2


     


    

 


		(s)	“Designated Office” means the principal
office of the Subscription Receipt Agent from time to time in the city of Calgary;



		 	 



		(t)	“Dividend Equivalent Payment” means
an amount per Subscription Receipt equal to the amount per Common Share of any cash dividends for which record dates have occurred
during the period from and including the date hereof to but excluding the date the Common Shares are issued or deemed to be issued
hereunder upon exchange of the Subscription Receipts;



		 	 



		(u)	“Earned Interest” means the interest
or other income actually earned on the investment of the Proceeds between the date hereof and the earlier to occur of the Acquisition
Date and the Termination Date;



		 	 



		(v)	“Escrowed Funds” means the Proceeds,
all Earned Interest or other income earned and any investments acquired from time to time with such funds;



		 	 



		(w)	“Escrow Release Condition” means
the closing of the Acquisition in all material respects in accordance with the terms of the Purchase Agreement without amendment
or waiver materially adverse to the Corporation or Acquireco but for the payment of the purchase price to be satisfied in part
by the release of the Escrowed Funds;



		 	 



		(x)	“Exchange” means the Toronto Stock
Exchange;



		 	 



		(y)	“Extraordinary Resolution” has the
meaning ascribed thereto in Subsection 7.11(a);



		 	 



		(z)	“Global Subscription Receipt” means
a Subscription Receipt Certificate that is issued to and registered in the name of CDS or its nominee pursuant to Section 2.14;



		 	 



		(aa)	“including” and “includes”
means “including without limitation” and “includes without limitation”, respectively;



		 	 



		(bb)	“Irrevocable Direction” means the
written irrevocable direction executed by the Corporation, to be delivered to the Subscription Receipt Agent pursuant to Section
3.1, substantially in the form set forth in Schedule 1.1(bb);



		 	 



		(cc)	“Offering” means the distribution
of up to ● Subscription Receipts by the Corporation pursuant to the Prospectus;



		 	 



		(dd)	“Optioned Subscription Receipts”
means the Subscription Receipts which may be issued pursuant to the terms of the Underwriting Agreement upon exercise of the Over-Allotment
Option;



		 	 



		(ee)	“Original Purchasers” has the meaning
ascribed thereto in Subsection 2.17(a);



		 	 



		(ff)	“Over-Allotment Option” has the
meaning ascribed thereto in the Underwriting Agreement;



		 	 



		(gg)	“Person” includes an individual,
corporation, company, partnership, joint venture, association, trust, trustee, unincorporated organization or government or any
agency or political subdivision thereof;



		 	 



		(hh)	“Proceeds” means the Subscription
Price multiplied by the total number of Subscription Receipts issued (including, for clarity, any Optioned Subscription Receipts
issued)[, less 50% of the Underwriters’ Fee payable as at the Closing Time or the Additional Closing Time, as applicable];



		 	 



		(ii)	“Prospectus” means the final short
form prospectus of the Corporation dated ● qualifying the distribution of the Subscription Receipts in each of the provinces
of Canada and, unless the context otherwise requires, includes all documents incorporated or deemed to be incorporated therein
by reference and any amendments thereto; 



 






    3


     


    

 


		(jj)	“Purchase Agreement” means the Purchase
Agreement dated ● by and among the Corporation, Acquireco, ● and the Vendor pursuant to which Acquireco will purchase
● for an aggregate purchase price of ●, subject to adjustment;



		 	 



		(kk)	“Receiptholders”, or “holders”
means the Persons who are the registered owners of Subscription Receipts and includes, while the Subscription Receipts are registered
in the Book-Entry Only System, the beneficial owners of Subscription Receipts;



		 	 



		(ll)	“Receiptholders’ Request”
means an instrument signed in one or more counterparts by Receiptholders entitled to acquire in the aggregate not less than 25%
of the underlying Common Shares which could be acquired pursuant to all Subscription Receipts then outstanding, requesting the
Subscription Receipt Agent to take some action or proceeding specified therein;



		 	 



		(mm)	“Shareholders” means the registered
holders from time to time of Common Shares;



		 	 



		(nn)	“Subscription Price” means the sum
of $●.00 per Subscription Receipt;



		 	 



		(oo)	“Subscription Receipt Certificate”
means a certificate evidencing Subscription Receipts substantially in the form attached as Schedule 1.1(oo) with such appropriate
insertions, deletions, substitutions and variations as may be required or permitted by the terms of this Agreement or as may be
required to comply with any law or the rules of any securities exchange or as may be not inconsistent with the terms of this Agreement
as the Corporation may deem necessary or desirable;



		 	 



		(pp)	“Subscription Receipts” means the
subscription receipts issued and certified hereunder and from time to time outstanding (including, for clarity, the Optioned Subscription
Receipts, if any), each Subscription Receipt evidencing the rights set out in this Agreement;



		 	 



		(qq)	“Termination Date” means the earliest
date on which a Termination Event occurs;



		 	 



		(rr)	“Termination Event” means: (i) the
Purchase Agreement is terminated; (ii) the Corporation advises the Lead Underwriter, on behalf of the Underwriters, or announces
to the public that it does not intend to proceed with the Acquisition; or (iii) the Acquisition Time does not occur by the Deadline;



		 	 



		(ss)	“Underwriters” means, collectively,
the Lead Underwriter, ● and ●;



		 	 



		(tt)	“Underwriters’ Fee” has the
meaning ascribed thereto in the Prospectus;



		 	 



		(uu)	“Underwriting Agreement” means the
underwriting agreement dated as of ● between the Corporation and the Underwriters in respect of the Offering;



		 	 



		(vv)	“US Person” means a US Person as
defined in Regulation S under the 1933 Act;



		 	 



		(ww)	“Vendor” means ●; and



		 	 



		(xx)	“written request of the Corporation”
and “certificate of the Corporation” mean, respectively, a written request and certificate signed in the name of the
Corporation and may consist of one or more instruments so executed.



		 	 



 






    4


     


    

 


1.2          Headings


 


The headings, the table
of contents and the division of this Agreement into Articles, Sections and Subsections are for convenience of reference only and
shall not affect the interpretation of this Agreement.


 


1.3          References


 


Unless otherwise specified
in this Agreement:


 


		(a)	references to Articles, Sections, Subsections and Schedules
are to Articles, Sections, Subsections and Schedules in this Agreement; and



		 	 



		(b)	“hereto”, “herein”, “hereby”,
“hereunder”, “hereof’ and similar expressions, without reference to a particular provision, refer to this
Agreement.



 


1.4          Certain
Rules of Interpretation


 


Unless otherwise specified
in this Agreement:


 


		(a)	the singular includes the plural and vice versa; and



		 	 



		(b)	references to any gender shall include references to
all genders.



 


1.5          Day
Not a Business Day


 


In the event that any
day on or before which any action is required to be taken hereunder is not a Business Day, then such action shall be required to
be taken at or before the requisite time on the next succeeding day that is a Business Day.


 


1.6          Applicable
Law


 


This Agreement and
the Subscription Receipts shall be governed by and construed in accordance with the laws of New York applicable therein.


 


1.7          Conflict


 


In the event of a conflict
or inconsistency between a provision in the body of this Agreement and in any Subscription Receipt Certificate issued hereunder,
the provision in the body of this Agreement shall prevail to the extent of the inconsistency.


 


1.8          Currency


 


All dollar amounts
expressed as “$” in this Agreement and in the Subscription Receipts are in lawful money of Canada, except as otherwise
noted, and all payments required to be made hereunder or thereunder shall be made in Canadian dollars. References to “US$”
in this Agreement are to the currency of the United States.


 


1.9          Severability


 


Each of the provisions
in this Agreement is distinct and severable and a declaration of invalidity or unenforceability of any such provision or part thereof
by a court of competent jurisdiction shall not affect the validity or enforceability of any of the other provisions hereof.


 






    5


     


    

 


Article 2

ISSUE OF SUBSCRIPTION RECEIPTS


 


2.1          Payment
Acknowledgement


 


		(a)	The Subscription Receipt Agent hereby acknowledges
receipt from the Lead Underwriter, on behalf of the Underwriters, of a wire transfer of funds in the aggregate amount of $●
and confirms that such funds have been deposited in a segregated account in the name of the Corporation designated as “Gran
Tierra Energy Inc. - Subscription Receipts”, or as otherwise directed by the Corporation in writing, and the Subscription
Receipt Agent will retain such amount in accordance with the terms of this Agreement pending payment of such amount in accordance
with the terms of this Agreement.



		 	 



		(b)	The Corporation hereby:



 


		(i)	acknowledges that the amount received by the Subscription
Receipt Agent pursuant to Subsection 2.1(a) represents payment in full by the Underwriters of the aggregate Subscription Price
for ● Subscription Receipts, net of the amount contemplated by Subsection 2.1(c)(ii); and



		 	 



		(ii)	irrevocably directs the Subscription Receipt Agent
to retain the amount specified in Subsection 2.1(a) in accordance with the terms of this Agreement pending payment of such amount
in accordance with the terms of this Agreement.



 


		(c)	On behalf of the Underwriters, the Lead Underwriter
acknowledges:



 


		(i)	receipt of one or more Global Subscription Receipts
representing ● Subscription Receipts registered in the name of CDS (or its nominee)[; and



		 	 



		(ii)	satisfaction by the Corporation of its obligation
to pay the first half of the Underwriters’ Fee payable to the Underwriters pursuant to the Underwriting Agreement].



 


2.2          Terms
and Issue of Subscription Receipts


 


		(a)	Each Subscription Receipt shall evidence the right
of the holder: (i) if the Acquisition Time occurs prior to the Deadline, to receive, for no additional consideration and without
further action, one fully paid and non-assessable Common Share, plus such applicable payments made pursuant to Section 3.2; or
(ii) if a Termination Event occurs, to receive an amount equal to the Subscription Price in respect of each Subscription Receipt
held and such holder’s pro rata share of the Earned Interest, less applicable withholding taxes, all in the manner
and on the terms and conditions set out in this Agreement.



		 	 



		(b)	A maximum of ● Subscription Receipts are hereby
created and authorized to be issued at a price equal to the Subscription Price.



		 	 



		(c)	The Subscription Receipt Certificates shall be in
the form of one or more Global Subscription Receipt registered in the name of CDS substantially in the form attached hereto as
Schedule 1.1(oo), shall bear such distinguishing letters and numbers as the Corporation may, with the approval of
the Subscription Receipt Agent and CDS prescribe, and shall be issuable in any whole number denominations.



		 	 



		(d)	Such Subscription Receipt Certificates representing
Subscription Receipts offered and sold to purchasers in the Offering in the United States shall be substantially in the form attached
hereto as Schedule 1.1(oo), with such modifications as may be necessary to include the legend required under Section 2.15.



		 	 



 






    6


     


    




 


		(e)	The Subscription Receipt Agent is hereby directed,
immediately following the execution and delivery of this Agreement, to execute, issue and deliver to the Lead Underwriter, on
behalf of the Underwriters, one or more definitive Subscription Receipt Certificates representing an aggregate of ● Subscription
Receipts.



		 	 



		(f)	In the event of the closing of the exercise of the
Over-Allotment Option, in whole or in part, prior to the Acquisition Time, the Underwriters shall transfer to the Subscription
Receipt Agent an amount equal to the number of Optioned Subscription Receipts acquired by the Underwriters upon such exercise
of the Over-Allotment Option multiplied by the Subscription Price, which amount will be deposited in the segregated account contemplated
by Subsection 2.1(a) and be dealt with in accordance with the terms of this Agreement. The Corporation shall: (i) issue and shall
direct the Subscription Receipt Agent, against payment of such amount, to certify and deliver to CDS or its nominee, for the benefit
of the Underwriters, one or more Global Subscription Receipts representing the number of Optioned Subscription Receipts acquired
by the Underwriters upon the exercise of the Over-Allotment Option; and (ii) pay or cause to be paid to the Lead Underwriter,
on behalf of the Underwriters, an amount equal to one-half of the Underwriters’ Fee payable by the Corporation as a result
of the exercise of the Over-Allotment Option.



 


2.3          Fractional
Subscription Receipts


 


No fractional Subscription
Receipts shall be issued or otherwise provided for hereunder.


 


2.4          Register
for Subscription Receipts


 


The Corporation hereby
appoints the Subscription Receipt Agent as registrar and transfer agent of the Subscription Receipts, and the Corporation shall
cause to be kept by the Subscription Receipt Agent at the Designated Office, a securities register in which shall be entered the
names and addresses of holders of Subscription Receipts and the number of Subscription Receipts held by each holder and any other
particulars prescribed by law of the Subscription Receipts held by them. The Corporation shall also cause to be kept by the Subscription
Receipt Agent at the Designated Office the register of transfers, and may also cause to be kept by the Subscription Receipt Agent,
branch registers of transfers in which shall be recorded the particulars of the transfers of Subscription Receipts registered in
that branch register of transfers.


 


2.5          Registers
Open for Inspection


 


The registers hereinbefore
referred to shall be open at all reasonable times during regular business hours of the Subscription Receipt Agent on a Business
Day for inspection by the Corporation, the Subscription Receipt Agent or any Receiptholder. The Subscription Receipt Agent shall,
from time to time when requested to do so by the Corporation, furnish the Corporation with a list of the names and addresses of
Receiptholders entered in the registers kept by the Subscription Receipt Agent and showing the number of Subscription Receipts
held by each such holder.


 


2.6          Receiptholder
not a Shareholder


 


Nothing in this Agreement
or in the holding of a Subscription Receipt evidenced by a Subscription Receipt Certificate or otherwise, shall confer or be construed
as conferring upon a Receiptholder any right or interest whatsoever as a Shareholder, including, but not limited to, the right
to vote at, to receive notice of, or to attend meetings of Shareholders, or the right to receive dividends or any continuous disclosure
materials of the Corporation. Receiptholders are entitled to exercise the rights expressly provided for in the Subscription Receipts
and this Agreement on the terms and conditions set forth herein.


 


2.7          Subscription
Receipts to Rank Pari Passu


 


All Subscription Receipts
shall rank pari passu, whatever may be the actual date of issue of same.


 






    7


     


    

 


2.8          Signing
of Subscription Receipt Certificates


 


The Subscription Receipt
Certificates shall be signed by an officer of the Corporation on behalf of the Corporation. The signature of such officer may be
mechanically reproduced in facsimile and Subscription Receipt Certificates bearing such facsimile signature shall, subject to Section
2.9, be binding upon the Corporation as if they had been manually signed by such officer. Notwithstanding that the person whose
manual or facsimile signature appears on any Subscription Receipt Certificate as such officer may no longer hold such position
at the date of such Subscription Receipt Certificate or at the date of certification or delivery thereof, any Subscription Receipt
Certificate signed as aforesaid shall, subject to Section 2.9, be valid and binding upon the Corporation and the holder thereof
shall be entitled to the benefits of this Agreement.


 


2.9          Certification
by the Subscription Receipt Agent


 


		(a)	No Subscription Receipt Certificate shall be issued
or, if issued, shall be valid for any purpose or entitle the holder to the benefit hereof until it has been certified by manual
signature by or on behalf of the Subscription Receipt Agent, and such certification by the Subscription Receipt Agent upon any
Subscription Receipt Certificate shall be conclusive evidence as against the Corporation that the Subscription Receipt Certificate
so certified has been duly issued hereunder and that the holder is entitled to the benefits hereof.



		 	 



		(b)	The certification of the Subscription Receipt Agent
on Subscription Receipt Certificates issued hereunder shall not be construed as a representation or warranty by the Subscription
Receipt Agent as to the validity of this Agreement or the Subscription Receipt Certificates (except the due certification thereof)
and the Subscription Receipt Agent shall in no respect be liable or answerable for the use made of the Subscription Receipt Certificates
or any of them or of the consideration therefor except as otherwise specified herein. The certification by or on behalf of the
Subscription Receipt Agent on Subscription Receipt Certificates shall constitute a representation and warranty by the Subscription
Receipt Agent that the said Subscription Receipt Certificates have been duly certified by or on behalf of the Subscription Receipt
Agent pursuant to the provisions of this Agreement.



 


2.10        Issue
in Substitution for Subscription Receipt Certificates Lost, etc.


 


		(a)	In case any Subscription Receipt Certificate shall
become mutilated or be lost, destroyed or stolen, the Corporation, subject to applicable law and compliance with Subsection 2.10(b),
shall issue and thereupon the Subscription Receipt Agent shall certify and deliver, a new Subscription Receipt Certificate of
like tenor as the one mutilated, lost, destroyed or stolen in exchange for and in place of and upon cancellation of such mutilated
Subscription Receipt Certificate, or in lieu of and in substitution for such lost, destroyed or stolen Subscription Receipt Certificate,
and the substituted Subscription Receipt Certificate shall be in a form approved by the Subscription Receipt Agent and shall be
entitled to the benefits hereof and shall rank equally in accordance with its terms with all other Subscription Receipt Certificates
issued or to be issued hereunder.



		 	 



		(b)	The applicant for the issue of a new Subscription Receipt
Certificate pursuant to this Section 2.10 shall bear the cost of the issue thereof and in case of mutilation, loss, destruction
or theft shall, as a condition precedent to the issue thereof, furnish to the Corporation and to the Subscription Receipt Agent
such evidence of ownership and of the mutilation, loss, destruction or theft of the Subscription Receipt Certificate so mutilated,
lost, destroyed or stolen as shall be satisfactory to the Corporation and to the Subscription Receipt Agent in their sole discretion,
and such applicant shall also be required to furnish an indemnity and surety bond or security in amount and form satisfactory
to the Corporation and the Subscription Receipt Agent in their sole discretion and shall pay the reasonable charges of the Corporation
and the Subscription Receipt Agent in connection therewith.



		 	 







    8


     


    




 


2.11        Exchange
of Subscription Receipt Certificates


 


		(a)	Subscription Receipt Certificates may, upon compliance
with the reasonable requirements of the Subscription Receipt Agent, be exchanged for another Subscription Receipt Certificate
or Subscription Receipt Certificates entitling the holder thereof to, in the aggregate, the same number of Subscription Receipts
as represented by the Subscription Receipt Certificates so exchanged.



		 	 



		(b)	Subscription Receipt Certificates may be surrendered
for exchange only at the Designated Office during regular business hours of the Subscription Receipt Agent on a Business Day.



 


2.12        Charges
for Exchange


 


Except as otherwise
herein provided, the Subscription Receipt Agent may charge to the holder requesting an exchange a reasonable sum for each new Subscription
Receipt Certificate issued in exchange for Subscription Receipt Certificate(s). Payment of such charges and reimbursement of the
Subscription Receipt Agent or the Corporation for any and all stamp taxes or governmental or other charges required to be paid
shall be made by such holder as a condition precedent to such exchange.


 


2.13        Transfer
and Ownership of Subscription Receipts


 


		(a)	Subject to Subsection 2.13(d) and Section 2.15, there
are no restrictions on the transfer of the Subscription Receipts. However, the Subscription Receipts may only be transferred on
the register kept at the Designated Office by the holder or his legal representatives or his attorney duly appointed by an instrument
in writing. Upon surrender for registration of transfer of Subscription Receipts at the Designated Office and upon compliance
with Section 2.15, the Corporation shall issue and thereupon the Subscription Receipt Agent shall certify and deliver a new Subscription
Receipt Certificate of like tenor in the name of the designated transferee and register such transfer in accordance with Section
2.4. If less than all the Subscription Receipts evidenced by the Subscription Receipt Certificate(s) so surrendered are transferred,
the transferor shall be entitled to receive, in the same manner, a new Subscription Receipt Certificate registered in his name
evidencing the Subscription Receipts not transferred. However, notwithstanding the foregoing, Subscription Receipts shall only
be transferred upon:



 


		(i)	payment to the Subscription Receipt Agent of a reasonable
sum for each new Subscription Receipt Certificate issued upon such transfer, and reimbursement of the Subscription Receipt Agent
or the Corporation for any and all stamp taxes or governmental or other charges required to be paid in respect of such transfer;
and



		 	 



		(ii)	such reasonable requirements as the Subscription Receipt
Agent may prescribe, and all such transfers shall be duly noted in such register by the Subscription Receipt Agent.



		 	 



		(b)	The Corporation and the Subscription Receipt Agent
shall deem and treat the registered owner of any Subscription Receipts as the beneficial owner thereof for all purposes and neither
the Corporation nor the Subscription Receipt Agent shall be affected by any notice to the contrary.



		 	 



		(c)	The transfer register in respect of Subscription Receipts
shall be closed at 4:30 p.m. (Calgary time) at the Designated Office, on the earlier to occur of the Acquisition Date and the
Termination Date (subject to settlement).



		 	 



		(d)	The Subscription Receipt Agent shall promptly advise
the Corporation of any requested transfer of Subscription Receipts on the register of holders of Subscription Receipts. The Corporation
shall be entitled, and may direct the Subscription Receipt Agent, to refuse to recognize any transfer, or enter the name of any
transferee, of any Subscription Receipts on the registers referred to in Section 2.4, if such transfer would constitute a violation
of the securities laws of any jurisdiction or the rules, regulations or policies of any regulatory authority having jurisdiction
or may recognize the transfer upon receipt of evidence of compliance with applicable securities laws in form and substance satisfactory
to it.



		 	 



 






    9


     


    




 


		(e)	Subject to the provisions of this Agreement and applicable
law, a Receiptholder shall be entitled to the rights and privileges attaching to the Subscription Receipts. Either the issue and
delivery of Common Shares and applicable Dividend Equivalent Payment, less applicable withholding taxes, as provided in Section
3.2, or the payment of the Subscription Price and the holder’s pro rata share of the Earned Interest, less applicable withholding
taxes, as provided in Section 3.3, all in accordance with the terms and conditions herein contained, shall discharge all responsibilities
of the Corporation and the Subscription Receipt Agent with respect to such Subscription Receipts and neither the Corporation nor
the Subscription Receipt Agent shall be bound to inquire into the title of a Receiptholder or a transferee of Subscription Receipts
who surrenders a Subscription Receipt Certificate.



 


2.14        Global
Subscription Receipt


		 	 



		(a)	Unless the Book-Entry Only System is terminated, Subscription
Receipt Certificates will only be issued in the form of one or more Global Subscription Receipt certificates, which will be registered
in the name of and deposited with CDS or its nominee. Subscription Receipt Certificates sold pursuant to Rule 144A under the 1933
Act will be represented by separate Global Subscription Receipt certificates issued under a CUSIP number dedicated to such Rule
144A Subscription Receipts Certificates. Such Rule 144A Global Subscription Receipt Certificates shall be issued in compliance
with Section 2.15 of this Agreement and substantially in the form set forth in Schedule 2.15(a).



		 	 



		(b)	Unless the Book-Entry Only System is terminated or
required to do so by applicable law, owners of the beneficial interests in the Subscription Receipts shall not be entitled to
have Subscription Receipts registered in their names, shall not receive or be entitled to receive Subscription Receipt Certificates
in definitive form and shall not be considered owners or holders thereof under this Agreement or any supplemental agreement except
in circumstances where CDS resigns or is removed from its responsibility and the Subscription Receipt Agent is unable or does
not wish to locate a qualified successor. Beneficial interests in the Global Subscription Receipts will be represented only through
the Book-Entry Only System. Transfers of Subscription Receipts between CDS participants shall occur in accordance with CDS’
rules and procedures which rules and procedures reflect the restrictions on transfers set forth in Section 2.15. Neither the Corporation,
nor the Underwriters nor the Subscription Receipt Agent shall have any responsibility or liability for any aspects of the records
relating to or payments made by CDS, or its nominee, on account of the beneficial interests in the Subscription Receipts. Nothing
herein shall prevent the owners of beneficial interests in the Subscription Receipts from voting such Subscription Receipts using
duly executed proxies.



		 	 



		(c)	All references herein to actions by, notices given
or payments made to Receiptholders shall, where Subscription Receipts are represented by Global Subscription Receipt Certificates
held through CDS, refer to actions taken by, or notices given or payments made to, CDS upon instruction from the CDS participants
in accordance with its rules and procedures. For the purposes of any provision hereof requiring or permitting actions with the
consent of or at the direction of Receiptholders evidencing a specified percentage of the aggregate Subscription Receipts outstanding,
such direction or consent may be given by holders of Subscription Receipts acting through CDS and the CDS participants owning
Subscription Receipts evidencing the requisite percentage of the Subscription Receipts. The rights of a Receiptholder whose Subscription
Receipts represented by Global Subscription Receipt Certificates are held through CDS shall be exercised only through CDS and
the CDS participants and shall be limited to those established by law and agreements between such holders and CDS and the CDS
participants upon instructions from the CDS participants. Each of the Subscription Receipt Agent and the Corporation may deal
with CDS for all purposes (including the making of payments) as the authorized representative of the respective Receiptholders
and such dealing with CDS shall constitute satisfaction or performance, as applicable, of their respective obligations hereunder.



		 	 



 






    10


     


    




 


		(d)	For so long as Subscription Receipts represented by
Global Subscription Receipt Certificates are held through CDS, if any notice or other communication is required to be given to
Receiptholders, the Subscription Receipt Agent will give such notices and communications to CDS.



		 	 



		(e)	If CDS resigns or is removed from its responsibility
as depository and the Subscription Receipt Agent is unable or does not wish to locate a qualified successor, CDS shall surrender
the Global Subscription Receipts to the Subscription Receipt Agent with instructions for registration of Subscription Receipts
in the name and in the amount specified by CDS and the Corporation shall issue and the Subscription Receipt Agent shall certify
and deliver the aggregate number of Subscription Receipts then outstanding in the form of definitive Subscription Receipt Certificates
representing such Subscription Receipts.



 


2.15        U.S.
Legends


 


The Subscription Receipt
Agent acknowledges and understands that the Subscription Receipts and Common Shares issuable upon exchange of the Subscription
Receipts have not been and will not be registered under the 1933 Act and may be transferred only pursuant to an exemption from
the registration requirement of the 1933 Act and applicable state securities laws, and understands and acknowledges that upon the
original issuance thereof, and until such time as the same is no longer required under applicable requirements of the 1933 Act
or applicable state securities laws, certificates representing the Subscription Receipts originally issued in the United States
and certificates representing Common Shares issued upon exchange of such Subscription Receipts and all certificates issued in exchange
therefor or in substitution thereof, shall bear the following legend:


 


“THE SECURITIES REPRESENTED
HEREBY HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “U.S. SECURITIES ACT”),
OR STATE SECURITIES LAWS. THE HOLDER HEREOF, BY PURCHASING THESE SECURITIES, AGREES FOR THE BENEFIT OF GRAN TIERRA ENERGY INC.
(THE “COMPANY”) THAT THESE SECURITIES MAY BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (A) TO THE
COMPANY, (B) OUTSIDE THE UNITED STATES IN ACCORDANCE WITH RULE 904 OF REGULATION S (“REGULATION S”) UNDER THE
U.S. SECURITIES ACT AND IN COMPLIANCE WITH APPLICABLE CANADIAN LOCAL LAWS AND REGULATIONS, (C) IN ACCORDANCE WITH (1) RULE 144A
UNDER THE U.S. SECURITIES ACT, IF AVAILABLE OR (2) RULE 144 UNDER THE U.S. SECURITIES ACT, IF AVAILABLE, AND, IN EACH CASE, IN
COMPLIANCE WITH APPLICABLE STATE SECURITIES LAWS OF THE UNITED STATES, OR (D) IN ANOTHER TRANSACTION THAT DOES NOT REQUIRE REGISTRATION
UNDER THE U.S. SECURITIES ACT OR ANY APPLICABLE STATE SECURITIES LAWS OF THE UNITED STATES AFTER (I) IN THE CASE OF TRANSFERS PURSUANT
TO (B) ABOVE, PROVIDING A DECLARATION TO [TRUSTEE], TOGETHER WITH ANY OTHER EVIDENCE, WHICH MAY INCLUDE A LEGAL OPINION, REQUIRED
BY [TRUSTEE], AND (II) IN THE CASE OF TRANSFERS PURSUANT TO (C)(2) OR (D) ABOVE, PROVIDING A LEGAL OPINION SATISFACTORY TO THE
COMPANY. DELIVERY OF THIS CERTIFICATE MAY NOT CONSTITUTE “GOOD DELIVERY” IN SETTLEMENT OF TRANSACTIONS ON STOCK EXCHANGES
IN CANADA.”


 


provided that, if the Subscription Receipts
or Common Shares issuable upon exchange of the Subscription Receipts are being sold in compliance with the requirements of Rule
904 of Regulation S under the 1933 Act and in compliance with applicable local laws and regulations at a time when the Corporation
is a “foreign issuer” as defined in Rule 902 of Regulation S under the 1933 Act, the legend may be removed by providing
a declaration to the Corporation and [Trustee], as registrar and transfer agent, in such form as [Trustee] or the Corporation may
from time to time prescribe, substantially in the form set forth in Schedule 2.15 (together with such other evidence of exemption
as [Trustee] or the Corporation may from time to time prescribe, which may include an opinion of counsel in form and substance
reasonably satisfactory to the Corporation); provided further that, if any such Subscription Receipts or Common Shares issuable
upon exchange of the Subscription Receipts are being sold under Rule 144 or in another transaction that does not require registration
under the 1933 Act and in compliance with applicable state securities laws, the legend may be removed by delivery to the Corporation
and [Trustee], as registrar and transfer agent, of an opinion of counsel reasonably satisfactory to the Corporation to the effect
that such legend is no longer required under applicable requirements of the 1933 Act or applicable state securities laws.


 






    11


     


    

 


2.16        Listing
of Subscription Receipts


 


The Corporation confirms
that the Subscription Receipts will be listed and posted for trading on the Exchange subject only to the Corporation complying
with the usual conditions imposed by the Exchange with respect thereto.


 


2.17        Right
of Rescission


		 	 



		(a)	If the Prospectus, together with any amendment thereto,
contains a misrepresentation (as such term is defined in the Securities Act (Alberta)) and it was a misrepresentation on
the date thereof or as of the date specified in the documents incorporated by reference therein, as the case may be, purchasers
of Subscription Receipts to whom the Prospectus was sent or delivered and who were the original purchasers of the Subscription
Receipts (the “Original Purchasers”) shall have a right of action against the Corporation for rescission to
receive the Subscription Price exercisable on notice given to the Corporation not more than 180 days subsequent to the date hereof.
The right of action for rescission is only available to an Original Purchaser either while he or she is a holder of the Subscription
Receipts purchased or while he or she is a holder of the Common Shares issuable upon surrender of such Subscription Receipts.



		 	 



		(b)	In no event shall the Corporation be liable under this
Section 2.17 if the Original Purchaser purchased the Subscription Receipts with knowledge of the misrepresentation.



 


2.18        Cancellation
of Surrendered Subscription Receipt Certificates


 


All Subscription Receipt
Certificates surrendered to the Subscription Receipt Agent pursuant to Sections 2.10, 2.11 and 5.1 shall be returned to or
received by the Subscription Receipt Agent for cancellation and, if required by the Corporation, the Subscription Receipt Agent
shall furnish the Corporation with a cancellation certificate identifying the Subscription Receipt Certificates so cancelled and
the number of Subscription Receipts evidenced thereby.


 


Article 3

SATISFACTION OF ISSUANCE RIGHT OR TERMINATION PAYMENT RIGHT


 


3.1          Notice
of Acquisition and Release of Funds on Acquisition Date


 


If the Acquisition
Time occurs prior to the Deadline:


		 	 



		(a)	the Corporation: (i) shall forthwith cause the Acquisition
Notice to be delivered to the Subscription Receipt Agent and the Lead Underwriter, on behalf of the Underwriters; (ii) shall concurrently
deliver to the Subscription Receipt Agent the Irrevocable Direction; and (iii) shall, after the Acquisition Time issue a press
release confirming that the Acquisition and the Offering have been completed, setting out the Acquisition Date, confirming that
the underlying Common Shares have been issued to Receiptholders effective as at the Acquisition Time and stating the date on which
the Subscription Receipt transfer register will close;



		 	 



		(b)	the Corporation shall be entitled to receive from the
Subscription Receipt Agent the Escrowed Funds, less the amount required to make the payments set forth in Sections 3.4 and 3.5,
and the Subscription Receipt Agent shall deliver such funds to or to the order of the Corporation (or as otherwise may be directed
by the Corporation in writing) as soon as reasonably practicable after the delivery of the documents referred to in Subsections
3.1(a)(i) and 3.1(a)(ii); and



		 	 



 






    12


     


    

 


 


		(c)	the Subscription Receipt Agent shall issue and deliver
the Common Shares issuable upon exchange of the Subscription Receipts in accordance with Section 3.2.



 


3.2          Issue
and Delivery of Common Shares


 


		(a)	Upon receipt by the Subscription Receipt Agent of the
Acquisition Notice and the Irrevocable Direction prior to the Deadline, the Subscription Receipts shall be deemed to have been
exchanged and converted by the holders thereof into Common Shares, on the basis of one Common Share per Subscription Receipt,
without additional consideration or further action by the Receiptholders, and the underlying Common Shares shall be, and shall
be deemed to be, issued at such time to the Receiptholders, and the Receiptholders shall be deemed to have become the holders
of record of such Common Shares at such time, provided and notwithstanding that the issuance of such shares shall be documented
by the Corporation updating or causing to be updated the register maintained for the Common Shares only, notwithstanding that
a certificate or a Book-Entry Only System customer confirmation therefor may not yet have been issued or entered, as the case
may be, and the Persons to whom such Common Shares are to be issued in accordance with the terms of this Agreement shall be deemed
to have become the holders of record of such Common Shares at the Acquisition Time.



		 	 



		(b)	Upon the issuance or deemed issuance of the Common
Shares upon exchange of the Subscription Receipts, the Corporation shall direct CDS to cause to be entered and issued, as the
case may be, to the Person or Persons in whose name or names such Common Shares have been issued, a Book-Entry Only System customer
confirmation.



		 	 



		(c)	Certificates representing Common Shares issued pursuant
to Subscription Receipts bearing the legend set forth in Section 2.15 shall also be overprinted with the legend set forth in Section
2.15.



		 	 



		(d)	If the Acquisition Time occurs by the Deadline, the
Receiptholder of record at such time shall be entitled from and after the Acquisition Time, but shall receive (subject to Section
3.1) no earlier than on the second Business Day following the Acquisition Date, an amount equal to such holder’s Dividend
Equivalent Payment, if any, less applicable withholding taxes, provided that to the extent that this amount, if any, represents
amounts in respect of cash dividends for which record dates have occurred but which have not yet been paid, such amount shall
not be payable to holders, unless the Corporation otherwise elects, until the date such cash dividends are paid to Shareholders;
and provided further any Earned Interest forming part of the Escrowed Funds other than that portion of the Earned Interest payable
pursuant to Section 3.4 shall be paid to the Corporation unless Dividend Equivalent Payments are required to be paid to each holder,
in which case such Dividend Equivalent Payments shall be satisfied out of the Earned Interest on the Escrowed Funds other than
that portion of the Earned Interest payable pursuant to Section 3.4. If the Escrowed Funds are not sufficient to meet the payments
required by this Section 3.2(c), the Subscription Receipt Agent shall only make payments under this section to the extent monies
have been deposited with it pursuant to Section 3.5. Subject to sufficient funds being available to it, the Subscription Receipt
Agent agrees to cause any amounts to be paid to holders of Subscription Receipts pursuant to this Section 3.2 to be paid on the
second Business Day following the Acquisition Date or the date cash dividends are paid to Shareholders, as applicable.



		 	 



		(e)	Effective immediately after the Subscription Receipts
have been deemed to have been exchanged and converted as contemplated in Subsections 3.2(a) and 3.2(b), the Subscription Receipts
relating thereto shall be void and of no value or effect other than representing the right to receive from the Subscription Receipt
Agent the certificates representing the Common Shares or from CDS, a Book-Entry Only System customer confirmation as contemplated
in this Section 3.2.



		 	 



		(f)	Any certificate or certificates evidencing the Common
Shares delivered upon surrender of one or more Subscription Receipt Certificates sold pursuant to Rule 144A under the 1933 Act
shall be represented by a separate global certificate issued under a CUSIP number dedicated to such Common Shares. Such global
certificate shall be issued in compliance with Section 2.15 hereof.



 






    13


     


    

 


3.3          Payment
on Termination


 


If a Termination Event occurs:


 


		(a)	the Corporation shall forthwith notify the Subscription
Receipt Agent and the Lead Underwriter thereof in writing and shall issue a press release setting forth the Termination Date;



		 	 



		(b)	the subscription evidenced by each Subscription Receipt
shall be automatically terminated and cancelled and each Receiptholder shall be entitled from and after the Termination Date to
a payment in the aggregate amount of: (i) the Subscription Price in respect of each of such holder’s Subscription Receipts;
and (ii) such holder’s pro rata share of the Earned Interest, less applicable withholding taxes. The amount paid
to each Receiptholder under (i) shall be satisfied by the Escrowed Funds and the amount paid to each Receiptholder under (ii)
shall be satisfied by the Earned Interest;



		 	 



		(c)	registers shall be closed at the close of business
on the Termination Date;



		 	 



		(d)	the obligation to make the payment of the amount specified
in Subsection 3.3(b) shall be satisfied by mailing or delivering payment by cheque or wire transfer to the registered holder of
the Subscription Receipt at its registered address by no later than the second Business Day following the Termination Date; and



		 	 



		(e)	upon the mailing or delivery of any cheque or wire
transfer as provided in Subsection 3.3(d) (and provided such cheque has been honoured for payment, if presented for payment within
six months of the date thereof) all rights evidenced by the Subscription Receipts relating thereto shall be satisfied and such
Subscription Receipts shall be void and of no value or effect.



 


3.4          Payment
of Underwriting Fee


 


Upon the release of
the Escrowed Funds pursuant to Subsection 3.1(b), the Subscription Receipt Agent shall deliver a cheque or complete a wire transfer,
as per the instructions of the Lead Underwriter, payable to the Lead Underwriter, on behalf of the Underwriters, in an amount equal
to $● plus $● multiplied by the number of Optioned Subscription Receipts acquired by the Underwriters, if any.


 


3.5          Additional
Payments by the Corporation


 


The Corporation shall,
no later than one (1) Business Day before the date upon which the Dividend Equivalent Payment is required to be paid pursuant to
Article 3, pay to the Subscription Receipt Agent such amount, if any, as will be sufficient to allow the Subscription Receipt Agent
to pay in full the Dividend Equivalent Payment as is required under the circumstances.


 


Article 4

INVESTMENT OF PROCEEDS AND PAYMENT OF INTEREST


 


4.1          Investment
of Proceeds


 


Pending disbursement
of the Escrowed Funds, the Subscription Receipt Agent shall hold, invest and reinvest the Proceeds on behalf of the Receiptholders
in short-term obligations of, or guaranteed by, the Government of Canada, corporate commercial paper which is rated RI (high) by
DBRS Inc. or an equivalent rating service, investment certificates of a Canadian bank, in a trust account maintained by the Subscription
Receipt Agent and other approved investments as directed in writing by the Corporation. If at any time the Proceeds include cash
that is not invested and the Corporation has not provided directions to the Subscription Receipt Agent to invest such cash, the
Escrowed Funds shall remain in the Subscription Receipt Agent’s trust account.





 


Any direction from
the Corporation to the Subscription Receipt Agent shall be in writing and shall be provided to the Subscription Receipt Agent no
later than 9:00 a.m. (Calgary time) on the day on which the investment is to be made. Any direction received by the Subscription
Receipt Agent after 9:00 a.m. (Calgary time) or received on a non-Business Day shall be deemed to have been given on the next Business
Day.


 






    14


     


    

 


4.2          Segregation
of Proceeds


 


The Escrowed Funds
received by the Subscription Receipt Agent and any securities or other instruments received by the Subscription Receipt Agent upon
the investment or reinvestment of such Escrowed Funds, shall be received as agent for, and shall be segregated and kept apart by
the Subscription Receipt Agent as agent for, the Receiptholders, the Underwriters and the Corporation.


 


Article 5

RIGHTS OF THE CORPORATION AND COVENANTS


 


5.1          Optional
Purchases by the Corporation


 


Subject to applicable
law, the Corporation may from time to time purchase, by private contract or otherwise, any of the Subscription Receipts.


 


5.2          General
Covenants


		 	 



		(a)	The Corporation covenants with the Subscription Receipt
Agent and the Lead Underwriter, on behalf of the Underwriters, that so long as any Subscription Receipts remain outstanding:



 


		(i)	it will use its reasonable commercial efforts to maintain
its existence;



		 	 



		(ii)	it will make all requisite filings under applicable
Canadian securities legislation including those necessary to remain a reporting issuer (or the equivalent) not in default in each
of the provinces and territories of Canada in which it is presently a reporting issuer (or the equivalent);



		 	 



		(iii)	it will promptly announce by press release the occurrence
of the Acquisition Date or the Termination Date, as the case may be, in accordance with Section 3.1(a) or Section 3.3, as the
case may be;



		 	 



		(iv)	generally, it will use commercially reasonable efforts
to perform and carry out all of the acts or things to be done by it as provided in this Agreement;



		 	 



		(v)	prior to the earlier of the Acquisition Date and the
Termination Date, it will not sell the properties or assets of the Corporation as, or substantially as, an entirety, to any other
entity;



		 	 



		(vi)	it will reserve and keep available a sufficient number
of Common Shares for the purpose of enabling it to satisfy its obligations to issue Common Shares upon exchange of the Subscription
Receipts;



		 	 



		(vii)	it will cause the Common Shares and the certificates
representing the Common Shares from time to time acquired upon exchange of the Subscription Receipts to be duly issued as fully
paid and non-assessable shares and delivered in accordance with the Subscription Receipts and the terms hereof;



		 	 



		(viii)	with respect to any notices to be given or other acts
to be performed or which may be given or performed by the Lead Underwriter and any other Underwriter under or pursuant to this
Agreement, it will provide the Lead Underwriter, on behalf of the Underwriters in a timely manner all such information and documents
as the Underwriters (or any of them) may reasonably request and which is within the knowledge or control of the Corporation in
order to verify the factual circumstances relating to such notices or acts; and



		 	 



 






    15


     


    




 


		(ix)	it will use its commercially reasonable efforts to
ensure that (until the earlier of the Acquisition Date and the Termination Date) the Subscription Receipts and the Common Shares
continue to be or are listed and posted for trading on the Exchange.



 


		(b)	In addition, the Corporation covenants with the Subscription
Receipt Agent and the Lead Underwriter, on behalf of the Underwriters, that, from the date hereof to the earlier of the Termination
Date and the Acquisition Date, it will not do any of the following:



 


		(i)	subdivide or redivide the outstanding Common Shares
into a greater number of Common Shares;



		 	 



		(ii)	reduce, combine or consolidate the outstanding Common
Shares into a smaller number of Common Shares;



		 	 



		(iii)	issue any assets, securities or evidence of the Corporation
or any other entity to holders of all or substantially all of the outstanding Common Shares by way of a dividend or distribution;
or



		 	 



		(iv)	reclassify the Common Shares or undertake a reorganization
of the Corporation or a consolidation, amalgamation, arrangement or merger of the Corporation with any other Person or other entity;
or a sale or conveyance of the property and assets of the Corporation as an entirety or substantially as an entirety to any other
Person or entity or a liquidation, dissolution or winding-up of the Corporation.



 


5.3          Subscription
Receipt Agent’s Remuneration, Expenses and Indemnification


		 	 



		(a)	The Corporation covenants that it will pay to the Subscription
Receipt Agent from time to time reasonable remuneration for its services hereunder and will pay or reimburse the Subscription
Receipt Agent upon its request for all reasonable expenses, disbursements and advances incurred or made by the Subscription Receipt
Agent in the administration or execution of this Agreement (including the reasonable compensation and the disbursements of its
counsel and all other advisers and assistants not regularly in its employ) both before any default hereunder and thereafter until
all duties of the Subscription Receipt Agent hereunder shall be finally and fully performed, except any such expense, disbursement
or advance as may arise out of or result from the Subscription Receipt Agent’s negligence, wilful misconduct or fraud. Any
amount owing hereunder and remaining unpaid after 30 days from the invoice date will bear interest at the then current rate charged
by the Subscription Receipt Agent against unpaid invoices and shall be payable on demand.



		 	 



		(b)	The Corporation hereby indemnifies and saves harmless
the Subscription Receipt Agent and its officers, directors, employees and agents from and against any and all liabilities, losses,
costs, claims, actions or demands whatsoever which may be brought against the Subscription Receipt Agent or which it may suffer
or incur as a result or arising out of the performance of its duties and obligations under this Agreement, save only in the event
of the negligence, wilful misconduct or fraud of the Subscription Receipt Agent. It is understood and agreed that this indemnification
shall survive the termination or the discharge of this Agreement or the resignation or replacement of the Subscription Receipt
Agent.



 


5.4          Performance
of Covenants by Subscription Receipt Agent


 


If the Corporation
shall fail to perform any of its covenants contained in this Agreement, the Subscription Receipt Agent may notify the Receiptholders
and the Lead Underwriter, on behalf of the Underwriters, of such failure on the part of the Corporation or may itself perform any
of the said covenants capable of being performed by it, but shall be under no obligation to perform said covenants or to notify
the Receiptholders and the Lead Underwriter on behalf of the Underwriters of such performance by it. All sums expended or advanced
by the Subscription Receipt Agent in so doing shall be repayable as provided in Section 5.3. No such performance, expenditure or
advance by the Subscription Receipt Agent shall relieve the Corporation of any default hereunder or of its continuing obligations
under the covenants contained herein.


 






    16


     


    

 


5.5          Accounting


 


The Subscription Receipt
Agent shall maintain accurate books, records and accounts of the transactions effected or controlled by the Subscription Receipt
Agent hereunder and the receipt, investment, reinvestment and disbursement of the Proceeds, and shall provide to the Corporation
and the Underwriters records and statements thereof periodically upon written request. The Corporation shall have the right to
audit any such books, records, accounts and statements.


 


5.6          Payments
by Subscription Receipt Agent


 


In the event that any
funds to be disbursed by the Subscription Receipt Agent in accordance herewith are received by the Subscription Receipt Agent in
the form of an uncertified cheque or cheques, the Subscription Receipt Agent shall be entitled to delay the time for disbursement
of such funds hereunder until such uncertified cheque or cheques have cleared in the ordinary course the financial institution
upon which the same are drawn. The Subscription Receipt Agent will disburse monies according to this Agreement only to the extent
that monies have been deposited with it by the Corporation.


 


5.7          Regulatory
Matters


 


The Corporation shall
file all such documents, notices and certificates and take such steps and do such things as may be necessary under applicable securities
laws to permit the issuance of the Common Shares in the circumstances contemplated by Section 3.2 such that: (i) such issuance
will comply with the prospectus and registration requirements of applicable securities laws; and (ii) the first trade in Common
Shares will not be subject to, or will be exempt from, the prospectus requirements of applicable securities laws.


 


Article 6

ENFORCEMENT


 


6.1          Suits
by Receiptholders


 


All or any of the rights
conferred upon any Receiptholder by any of the terms of the Subscription Receipt Certificates or by this Agreement, or by both,
may be enforced by the Receiptholder by appropriate proceedings but without prejudice to the right which is hereby conferred upon
the Subscription Receipt Agent to proceed in its own name to enforce each and all of the provisions contained herein for the benefit
of the Receiptholders.


 


6.2          Immunity
of Shareholders, etc.


 


The Subscription Receipt
Agent and, by the acceptance of the Subscription Receipt Certificates and as part of the consideration for the issue of the Subscription
Receipts, the Receiptholders hereby waive and release any right, cause of action or remedy now or hereafter existing in any jurisdiction
against any past, present or future Shareholder, director, officer, employee or agent of the Corporation or any successor entity
for the issue of the Common Shares pursuant to any Subscription Receipt or on any covenant, agreement, representation or warranty
by the Corporation contained herein or in the Subscription Receipt Certificate(s).


 


Article 7

MEETINGS OF RECEIPTHOLDERS


 


7.1          Right
to Convene Meetings


 


The Subscription Receipt
Agent may at any time and from time to time, and shall on receipt of a written request of the Corporation or of a Receiptholders’
Request and upon being funded and indemnified to its reasonable satisfaction by the Corporation or by the Receiptholders signing
such Receiptholders’ Request against the cost which may be incurred in connection with the calling and holding of such meeting,
convene a meeting of the Receiptholders. In the event of the Subscription Receipt Agent failing to so convene a meeting within
ten days after receipt of such written request of the Corporation or such Receiptholders Request and indemnity given as aforesaid,
the Corporation or such Receiptholders, as the case may be, may convene such meeting. Every such meeting shall be held in the City
of Calgary or at such other place as may be determined by the Subscription Receipt Agent and approved by the Corporation.


 






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7.2          Notice


 


At least ten days’
prior notice of any meeting of Receiptholders shall be given to the Receiptholders in the manner provided for in Section 10.2 and
a copy of such notice shall be sent by mail to the Subscription Receipt Agent (unless the meeting has been called by the Subscription
Receipt Agent) and to the Corporation (unless the meeting has been called by the Corporation). Such notice shall state the date
(which must be a Business Day) and time when, and the place where, the meeting is to be held, shall state briefly the general nature
of the business to be transacted thereat and shall contain such information as is reasonably necessary to enable the Receiptholders
to make a reasoned decision on the matter, but it shall not be necessary for any such notice to set out the terms of any resolution
to be proposed or any of the provisions of this Article 7.


 


7.3          Chairman


 


An individual (who
need not be a Receiptholder) designated in writing by the Subscription Receipt Agent shall be chairman of the meeting and if no
individual is so designated, or if the individual so designated is not present within 15 minutes from the time fixed for the holding
of the meeting, the Receiptholders present in person or by proxy shall choose some individual present to be chairman.


 


7.4          Quorum


 


Subject to the provisions
of Section 7.11, at any meeting of the Receiptholders a quorum shall consist of one or more Receiptholders present in person or
by proxy and holding more than 25% of the then outstanding Subscription Receipts. If a quorum of the Receiptholders shall not be
present within 30 minutes from the time fixed for holding any meeting, the meeting, if summoned by the Receiptholders or on a Receiptholders’
Request, shall be dissolved; but in any other case the meeting shall be adjourned to the same day in the next week (unless such
day is not a Business Day, in which case it shall be adjourned to the next following Business Day) at the same time and place and
no notice of the adjournment need be given. Any business may be brought before or dealt with at an adjourned meeting that might
have been dealt with at the original meeting in accordance with the notice calling the same. No business shall be transacted at
any meeting unless a quorum is present at the commencement of business. At the adjourned meeting, the Receiptholders present in
person or by proxy shall form a quorum and may transact the business for which the meeting was originally convened notwithstanding
that they may not hold at least 25% of the then outstanding Subscription Receipts.


 


7.5          Power
to Adjourn


 


The chairman of any
meeting at which a quorum of the Receiptholders is present may, with the consent of the meeting, adjourn any such meeting and no
notice of such adjournment need be given except such notice, if any, as the meeting may prescribe.


 


7.6          Show
of Hands


 


Every question submitted
to a meeting shall be decided in the first place by a majority of the votes given on a show of hands except that votes on an Extraordinary
Resolution shall be given in the manner hereinafter provided. At any such meeting, unless a poll is duly demanded as herein provided,
a declaration by the chairman that a resolution has been carried or carried unanimously or by a particular majority or lost or
not carried by a particular majority shall be conclusive evidence of the fact.


 






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7.7          Poll
and Voting


 


On every Extraordinary
Resolution, and on any other question submitted to a meeting and after a vote by show of hands when demanded by the chairman or
by one or more of the Receiptholders acting in person or by proxy and holding at least 5% of the then outstanding Subscription
Receipts, a poll shall be taken in such manner as the chairman shall direct. Questions other than those required to be determined
by Extraordinary Resolution shall be decided by a majority of the votes cast on the poll.


 


On a show of hands,
every Person who is present and entitled to vote, whether as a Receiptholder or as proxy for one or more absent Receiptholders,
or both, shall have one vote. On a poll, each Receiptholder present in person or represented by a proxy duly appointed by instrument
in writing shall be entitled to one vote in respect of each Common Share he is entitled to receive pursuant to the Subscription
Receipt(s) then held or represented by him. A proxy need not be a Receiptholder. In the case of joint holders, any of them present
in person or by proxy at the meeting may vote in the absence of the other or others; but in case more than one of them shall be
present in person or by proxy, they shall vote together in respect of Subscription Receipts of which they are joint registered
holders. The chairman of any meeting shall be entitled, both on a show of hands and on a poll, to vote in respect of the Subscription
Receipts, if any, held or represented by him.


 


7.8          Regulations


 


The Subscription Receipt
Agent, or the Corporation with the approval of the Subscription Receipt Agent, may from time to time make and from time to time
vary such regulations as it shall think fit for:


		 	 



		(a)	the setting of the record date for a meeting of holders
of Subscription Receipts for the purpose of determining Receiptholders entitled to receive notice of and vote at such meeting;



		 	 



		(b)	the issue of voting certificates by any bank, trust
company or other depositary satisfactory to the Subscription Receipt Agent stating that the Subscription Receipt Certificates
specified therein have been deposited with it by a named Person and will remain on deposit until after the meeting, which voting
certificate shall entitle the Persons named therein to be present and vote at any such meeting and at any adjournment thereof
or to appoint a proxy or proxies to represent them and vote for them at any such meeting and at any adjournment thereof in the
same manner and with the same effect as though the Persons so named in such voting certificates were the actual holders of the
Subscription Receipt Certificates specified therein;



		 	 



		(c)	the deposit of voting certificates and instruments
appointing proxies at such place and time as the Subscription Receipt Agent, the Corporation or the Receiptholders, convening
the meeting, as the case may be, may direct in the notice convening the meeting;



		 	 



		(d)	the deposit of voting certificates and instruments
appointing proxies at some approved place or places other than the place at which the meeting is to be held and enabling particulars
of such instruments appointing proxies to be mailed or sent via facsimile before the meeting to the Corporation or to the Subscription
Receipt Agent at the place where the same is to be held and for the voting of proxies so deposited as though the instruments themselves
were produced at the meeting;



		 	 



		(e)	the form of the instrument of proxy and the manner
in which the instrument of proxy must be executed; and



		 	 



		(f)	generally for the calling of meetings of Receiptholders
and the conduct of business thereat.



 


Any regulations so made shall be binding
and effective and the votes given in accordance therewith shall be valid and shall be counted. Save as such regulations may provide,
the only Persons who shall be recognized at any meeting as a Receiptholder, or be entitled to vote or be present at the meeting
in respect thereof (subject to Section 7.9), as applicable, shall be Receiptholders or their counsel, or duly appointed proxies
of Receiptholders.


 






    19


     


    

 


7.9          Corporation
and Subscription Receipt Agent may be Represented


 


The Corporation and
the Subscription Receipt Agent, by their respective authorized employees and agents, and the counsel for the Corporation and for
the Subscription Receipt Agent may attend any meeting of the Receiptholders, but shall have no vote as such unless in their capacity
as Receiptholder or a proxy holder.


 


7.10        Powers
Exercisable by Extraordinary Resolution


 


In addition to all
other powers conferred upon them by any other provisions of this Agreement or by law, the Receiptholders at a meeting shall, subject
to the provisions of Section 7.11, have the power, subject to all applicable regulatory and exchange approvals, exercisable from
time to time by Extraordinary Resolution:


		 	 



		(a)	to agree to any modification, abrogation, alteration,
compromise or arrangement of the rights of Receiptholders or the Subscription Receipt Agent against the Corporation or against
its undertaking, property and assets or any part thereof whether such rights arise under this Agreement or the Subscription Receipt
Certificates or otherwise;



		 	 



		(b)	to amend, alter or repeal any Extraordinary Resolution
previously passed or sanctioned by the Receiptholders;



		 	 



		(c)	to direct or to authorize the Subscription Receipt
Agent to enforce any of the covenants on the part of the Corporation contained in this Agreement or the Subscription Receipt Certificates
or to enforce any of the rights of the Receiptholders in any manner specified in such Extraordinary Resolution or to refrain from
enforcing any such covenant or right;



		 	 



		(d)	to waive, and to direct the Subscription Receipt Agent
to waive, any default on the part of the Corporation in complying with any provisions of this Agreement or the Subscription Receipt
Certificates either unconditionally or upon any conditions specified in such Extraordinary Resolution;



		 	 



		(e)	to restrain any Receiptholder from taking or instituting
any suit, action or proceeding against the Corporation for the enforcement of any of the covenants on the part of the Corporation
in this Agreement or the Subscription Receipt Certificates or to enforce any of the rights of the Receiptholders;



		 	 



		(f)	to direct any Receiptholder who, as such, has brought
any suit, action or proceeding to stay or to discontinue or otherwise to deal with the same upon payment of the costs, charges
and expenses reasonably and properly incurred by such Receiptholder in connection therewith;



		 	 



		(g)	to assent to any modification of, change in or omission
from the provisions contained in the Subscription Receipt Certificates and this Agreement or any ancillary or supplemental instrument
which may be agreed to by the Corporation, and to authorize the Subscription Receipt Agent to concur in and execute any ancillary
or supplemental agreement embodying the change or omission, provided that such modification, change or omission will not prejudice
the rights of the Receiptholders or the Subscription Receipt Agent;



		 	 



		(h)	with the consent of the Corporation (such consent not
to be unreasonably withheld), to remove the Subscription Receipt Agent or its successor in office and to appoint a new Subscription
Receipt Agent to take the place of the Subscription Receipt Agent so removed;



		 	 



		(i)	to assent to any compromise or arrangement with any
creditor or creditors or any class or classes of creditors, whether secured or otherwise, and with holders of any Common Shares
or other securities of the Corporation; and



		 	 



		(j)	to assent to any modification of the Articles of the
Corporation in circumstances where, had the Common Shares then been outstanding, an Extraordinary Resolution of the holders of
Common Shares would have been required.



 






    20


     


    

 


7.11        Meaning
of Extraordinary Resolution


		 	 



		(a)	The expression “Extraordinary Resolution”
when used in this Agreement means, subject as hereinafter provided in this Section 7.11 and in Section 7.14, a resolution proposed
at a meeting of Receiptholders duly convened for that purpose and held in accordance with the provisions of this Article 7 at
which there are present in person or by proxy one or more Receiptholders holding more than 25% of the then outstanding Subscription
Receipts and passed by the affirmative votes of Receiptholders holding not less than 662/3% of the then outstanding Subscription
Receipts represented at the meeting and voted on the poll upon such resolution.



		 	 



		(b)	If, at any meeting called for the purpose of passing
an Extraordinary Resolution, one or more Receiptholders holding more than 25% of the then outstanding Subscription Receipts are
not present in person or by proxy within 30 minutes after the time appointed for the meeting, then the meeting, if convened by
Receiptholders or on a Receiptholders’ Request, shall be dissolved; but in any other case it shall stand adjourned to such
day, being not less than 14 or more than 30 days later, and to such place and time as may be appointed by the chairman. Not less
than seven days’ prior notice shall be given of the time and place of such adjourned meeting in the manner provided for
in Section 10.2. Such notice shall state that at the adjourned meeting the Receiptholders present in person or by proxy shall,
subject to the provisions below, form a quorum but it shall not be necessary to set forth the purposes for which the meeting was
originally called or any other particulars. At the adjourned meeting:



 


		(i)	if the Extraordinary Resolution purports to exercise
any of the powers conferred pursuant to Subsections 7.10(a), 7.10(d), 7.10(g), 7.10(i) or 7.10(j) or purports to change the provisions
of this Section 7.11 or of Section 7.14 or purports to amend, alter or repeal any Extraordinary Resolution previously passed or
sanctioned by the Receiptholders in exercise of the powers referred to in this paragraph, a quorum for the transaction of business
shall consist of Receiptholders holding more than 25% of the then outstanding Subscription Receipts present in person or by proxy;
and



		 	 



		(ii)	in any other case, a quorum for the transaction of
business shall consist of such Receiptholders as are present in person or by proxy.



 


		(c)	At any such adjourned meeting and subject to the provisions
in Subsection 7.11(b)(i), any resolution passed by the requisite votes as provided in Subsection 7.11(a) shall be an Extraordinary
Resolution within the meaning of this Agreement notwithstanding that Receiptholders holding more than 25% of the then outstanding
Subscription Receipts are not present in person or by proxy at such adjourned meeting.



		 	 



		(d)	Votes on an Extraordinary Resolution shall always be
given on a poll and no demand for a poll on an Extraordinary Resolution shall be necessary.



 


7.12        Powers
Cumulative


 


Any one or more of
the powers or any combination of the powers in this Agreement stated to be exercisable by the Receiptholders by Extraordinary Resolution
or otherwise may be exercised from time to time and the exercise of any one or more of such powers or any combination of powers
from time to time shall not be deemed to exhaust the right of the Receiptholders to exercise such power or powers or combination
of powers then or thereafter from time to time.


 






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7.13        Minutes


 


Minutes of all resolutions
and proceedings at every meeting of Receiptholders shall be made and duly entered in books to be provided from time to time for
that purpose by the Subscription Receipt Agent at the expense of the Corporation, and any such minutes as aforesaid, if signed
by the chairman or the secretary of the meeting at which such resolutions were passed or proceedings had or by the chairman or
secretary of the next succeeding meeting held shall be prima facie evidence of the matters therein stated and, until the contrary
is proved, every such meeting in respect of the proceedings of which minutes shall have been made shall be deemed to have been
duly convened and held, and all resolutions passed thereat or proceedings taken shall be deemed to have been duly passed and taken.


 


7.14        Instruments
in Writing


 


All actions which may
be taken and all powers that may be exercised by the Receiptholders at a meeting held as provided in this Article 7 may also be
taken and exercised by an instrument in writing signed in one or more counterparts by such Receiptholders in person or by attorney
duly appointed in writing, by Receiptholders holding at least: (i) a majority of the then outstanding Subscription Receipts with
respect to a resolution which is not an Extraordinary Resolution; and (ii) 662⁄3% of the then outstanding Subscription Receipts
with respect to an Extraordinary Resolution, and the expression “Extraordinary Resolution” when used in this
Agreement shall include an instrument so signed by Receiptholders holding at least 662⁄3% of the then outstanding Subscription
Receipts.


 


7.15        Binding
Effect of Resolutions


 


Every resolution and
every Extraordinary Resolution passed in accordance with the provisions of this Article 7 at a meeting of Receiptholders shall
be binding upon all the Receiptholders, whether present at or absent from such meeting, and every instrument in writing signed
by Receiptholders in accordance with Section 7.14 shall be binding upon all the Receiptholders, whether signatories thereto or
not, and each and every Receiptholder and the Subscription Receipt Agent (subject to the provisions for indemnity herein contained)
shall be bound to give effect accordingly to every such resolution and instrument in writing.


 


7.16        Holdings
by Corporation Disregarded


 


In determining whether
Receiptholders holding the required number of Subscription Receipts are present at a meeting of Receiptholders for the purpose
of determining a quorum or have concurred in any consent, waiver, Extraordinary Resolution, Receiptholders’ Request or other
action under this Agreement, Subscription Receipts owned legally or beneficially by the Corporation or any affiliated entity of
the Corporation shall be disregarded in accordance with the provisions of Section 10.7.


 


Article 8

SUPPLEMENTAL AGREEMENTS


 


8.1          Provision
for Supplemental Agreements for Certain Purposes


 


From time to time,
and subject to any applicable regulatory approval, the Corporation, the Lead Underwriter, on behalf of the Underwriters, and the
Subscription Receipt Agent may, subject to the provisions hereof, and they shall, when so directed in accordance with the provisions
hereof, execute and deliver by their proper officers, agreements supplemental hereto, which thereafter shall form part hereof,
for any one or more or all of the following purposes:


 


		(a)	adding to the provisions hereof such additional covenants
and enforcement provisions as, in the opinion of Counsel, are necessary or advisable in the premises, provided that the same are
not in the opinion of the Subscription Receipt Agent, relying on the opinion of Counsel, prejudicial to the interests of the Receiptholders;



		 	 



		(b)	giving effect to any Extraordinary Resolution passed
as provided in Article 7;



		 	 



 






    22


     


    




 


		(c)	making such provisions not inconsistent with this Agreement
as may be necessary or desirable with respect to matters or questions arising hereunder, provided that such provisions are not,
in the opinion of the Subscription Receipt Agent, relying on the opinion of Counsel, prejudicial to the interests of the Receiptholders;



		 	 



		(d)	adding to or altering the provisions hereof in respect
of the transfer of Subscription Receipts, making provision for the exchange of Subscription Receipt Certificates, and making any
modification in the form of the Subscription Receipt Certificates which does not affect the substance thereof,



		 	 



		(e)	modifying any of the provisions of this Agreement,
including relieving the Corporation from any of the obligations, conditions or restrictions herein contained, provided that such
modification or relief shall be or become operative or effective only if, in the opinion of the Subscription Receipt Agent, relying
on the opinion of Counsel, such modification or relief in no way prejudices any of the rights of the Receiptholders or of the
Subscription Receipt Agent, and provided further that the Subscription Receipt Agent may in its sole discretion decline to enter
into any such supplemental agreement which in its opinion may not afford adequate protection to the Subscription Receipt Agent
when the same shall become operative; and



		 	 



		(f)	for any other purpose not inconsistent with the terms
of this Agreement, including the correction or rectification of any ambiguities, defective or inconsistent provisions, errors,
mistakes or omissions herein, provided that in the opinion of the Subscription Receipt Agent, relying on the opinion of Counsel,
the rights of the Subscription Receipt Agent and of the Receiptholders are in no way prejudiced thereby.



 


Article 9

CONCERNING THE SUBSCRIPTION RECEIPT AGENT


 


9.1          Rights
and Duties of Subscription Receipt Agent


 


		(a)	In the exercise of the rights and duties prescribed
or conferred by the terms of this Agreement, the Subscription Receipt Agent shall exercise that degree of care, diligence and
skill that a reasonably prudent escrow agent would exercise in comparable circumstances. No provision of this Agreement shall
be construed to relieve the Subscription Receipt Agent from liability for its own gross negligent action, its own gross negligent
failure to act, or its own wilful misconduct or fraud.



		 	 



		(b)	The obligation of the Subscription Receipt Agent to
commence or continue any act, action or proceeding for the purpose of enforcing any rights of the Subscription Receipt Agent or
the Receiptholders hereunder shall be conditional upon the Receiptholders furnishing, when required by notice by the Subscription
Receipt Agent, sufficient funds to commence or to continue such act, action or proceeding and an indemnity reasonably satisfactory
to the Subscription Receipt Agent to protect and to hold harmless the Subscription Receipt Agent against the costs, charges and
expenses and liabilities to be incurred thereby and any loss and damage it may suffer by reason thereof. None of the provisions
contained in this Agreement shall require the Subscription Receipt Agent to expend or to risk its own funds or otherwise to incur
financial liability in the performance of any of its duties or in the exercise of any of its rights or powers unless indemnified
as aforesaid.



		 	 



		(c)	The Subscription Receipt Agent shall retain the right
not to act and shall not be liable for refusing to act, if, due to a lack of information or for any other reason whatsoever, the
Subscription Receipt Agent, in its sole judgment, determines that such act might cause it to be in non-compliance with any applicable
anti-money laundering or anti-terrorist legislation, regulation or guideline. Further, should the Subscription Receipt Agent,
in its sole judgment, determine at any time that its acting under this Agreement has resulted in its being in non-compliance with
any applicable anti-money laundering or anti-terrorist legislation, regulation or guideline, then it shall have the right to resign
on ten days’ written notice to the Corporation and the Lead Underwriter, provided that: (i) Subscription Receipt Agent’s
written notice shall describe the circumstances of such non-compliance; and (ii) if such circumstances are rectified to the Subscription
Receipt Agent’s satisfaction within such ten day period, then such resignation shall not be effective.



		 	 



 






    23


     


    




 


		(d)	The Subscription Receipt Agent may, before commencing
or at any time during the continuance of any such act, action or proceeding, require the Receiptholders at whose instance it is
acting to deposit with the Subscription Receipt Agent the Subscription Receipts held by them, for which Subscription Receipts
the Subscription Receipt Agent shall issue receipts.



		 	 



		(e)	Every provision of this Agreement that by its terms
relieves the Subscription Receipt Agent of liability or entitles it to rely upon any evidence submitted to it is subject to the
provisions of this Section 9.1 and of Section 9.2.



		 	 



		(f)	The Subscription Receipt Agent shall have no duties
except those expressly set forth herein, and it shall not be bound by any notice of a claim or demand with respect to, or any
waiver, modification, amendment, termination or rescission of, this Agreement, unless received by it in writing and signed by
the other parties hereto and, if its duties herein are affected, unless it shall have given its prior written consent thereto.



		 	 



		(g)	The Subscription Receipt Agent shall not be responsible
for ensuring that the Proceeds are used in the manner contemplated by the Prospectus.



		 	 



		(h)	The Subscription Receipt Agent shall retain the right
not to act and shall not be held liable for refusing to act unless it has received clear and reasonable documentation which complies
with the terms of this Agreement, which documentation does not require the exercise of any discretion or independent judgment.



		 	 



		(i)	The Subscription Receipt Agent shall incur no liability
whatsoever with respect to the delivery or non-delivery of any certificates whether delivery by hand, mail or any other means.



		 	 



		(j)	The Subscription Receipt Agent shall not be responsible
or liable in any manner whatsoever for the deficiency, correctness, genuineness or validity of any securities deposited with it.



 


9.2          Evidence,
Experts and Advisers


 


		(a)	In addition to the reports, certificates, opinions
and other evidence required by this Agreement, the Corporation shall furnish to the Subscription Receipt Agent such additional
evidence of compliance with any provision hereof, and in such form, as the Subscription Receipt Agent may reasonably require by
written notice to the Corporation.



		 	 



		(b)	In the exercise of its rights and duties hereunder,
the Subscription Receipt Agent may, if it is acting in good faith, rely as to the truth of the statements and the accuracy of
the opinions expressed in statutory declarations, opinions, reports, written requests, consents, or orders of the Corporation,
certificates of the Corporation or other evidence furnished to the Subscription Receipt Agent pursuant to any provision hereof
or pursuant to a request of the Subscription Receipt Agent.



		 	 



		(c)	Whenever it is provided in this Agreement that the
Corporation shall deposit with the Subscription Receipt Agent resolutions, certificates, reports, opinions, requests, orders or
other documents, it is intended that the truth, accuracy and good faith on the effective date thereof and the facts and opinions
stated in all such documents so deposited shall, in each and every such case, be conditions precedent to the right of the Corporation
to have the Subscription Receipt Agent take the action to be based thereon.



		 	 



 






    24


     


    




 


		(d)	Proof of the execution of an instrument in writing,
including a Receiptholders’ Request, by any Receiptholder may be made by the certificate of a notary public, or other officer
with similar powers, that the person signing such instrument acknowledged to the officer the execution thereof, or by an affidavit
of a witness to such execution or in any other manner which the Subscription Receipt Agent may consider adequate.



		 	 



		(e)	The Subscription Receipt Agent may employ or retain
such Counsel, accountants, appraisers or other experts or advisers as it may reasonably require for the purpose of discharging
its duties hereunder and may pay reasonable remuneration for all services so performed by any of them, without taxation of costs
of any Counsel, and shall not be responsible for any misconduct or negligence on the part of any such experts or advisers who
have been appointed with due care by the Subscription Receipt Agent.



 


9.3          Documents,
Monies, etc. Held by Subscription Receipt Agent


 


Any securities, documents
of title or other instruments that may at any time be held by the Subscription Receipt Agent pursuant to this Agreement may be
placed in the deposit vaults of the Subscription Receipt Agent or of any Canadian bank or deposited for safekeeping with any such
bank. If the Subscription Receipt Agent has not received a direction under Section 4.1, any monies so held pending the application
or withdrawal thereof under any provisions of this Agreement may be deposited in the name of the Subscription Receipt Agent in
any Canadian bank, or in the deposit department of the Subscription Receipt Agent or any other loan or trust company authorized
to accept deposits under the laws of Canada or a province thereof, at the rate of interest (if any) then current on similar deposits.


 


9.4          Actions
by Subscription Receipt Agent to Protect Interest


 


The Subscription Receipt
Agent shall have power to institute and to maintain such actions and proceedings as it may consider necessary or expedient to preserve,
protect or enforce its interests and the interests of the Receiptholders.


 


9.5          Third
Party Interests


 


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


 


9.6          Subscription
Receipt Agent not Required to Give Security


 


The Subscription Receipt
Agent shall not be required to give any bond or security in respect of the execution of this Agreement or otherwise in respect
of the premises.


 


9.7          Protection
of Subscription Receipt Agent


 


By way of supplement
to the provisions of any law for the time being relating to trustees it is expressly declared and agreed as follows:


		 	 



		(a)	the Subscription Receipt Agent shall not be liable
for or by reason of any statements of fact or recitals in this Agreement or in the Subscription Receipt Certificates (except the
representation contained in Section 9.9 or in the certificate of the Subscription Receipt Agent on the Subscription Receipt Certificates)
or be required to verify the same, but all such statements or recitals are and shall be deemed to be made by the Corporation;



		 	 



 






    25


     


    




 


		(b)	nothing herein contained shall impose any obligation
on the Subscription Receipt Agent to see to or to require evidence of the registration or filing (or renewal thereof) of this
Agreement or any instrument ancillary or supplemental hereto;



		 	 



		(c)	the Subscription Receipt Agent shall not be bound to
give notice to any Person or Persons of the execution hereof; and



		 	 



		(d)	the Subscription Receipt Agent shall not incur any
liability or responsibility whatsoever or be in any way responsible for the consequence of any breach on the part of the Corporation
of any of the covenants herein contained or of any acts of any officers, employees, agents or servants of the Corporation.



 


9.8          Replacement
of Subscription Receipt Agent; Successor by Merger


		 	 



		(a)	The Subscription Receipt Agent may resign its appointment
and be discharged from all other duties and liabilities hereunder, subject to this Section 9.8, by giving to the Corporation not
less than 30 days’ prior notice in writing or such shorter prior notice as the Corporation may accept as sufficient. The
Receiptholders by Extraordinary Resolution shall have power at any time to remove the existing Subscription Receipt Agent and
to appoint a new Subscription Receipt Agent. In the event of the Subscription Receipt Agent resigning or being removed as aforesaid
or being dissolved, becoming bankrupt, going into liquidation or otherwise becoming incapable of acting hereunder, the Lead Underwriter,
on behalf of the Underwriters, shall forthwith appoint a new escrow agent unless a new escrow agent has already been appointed
by the Receiptholders; failing such appointment by the Lead Underwriter, on behalf of the Underwriters, the retiring Subscription
Receipt Agent or any Receiptholder may apply to a justice of the Court of Queen’s Bench (Alberta) on such notice as such
justice may direct, for the appointment of a new escrow agent; but any new escrow agent so appointed by the Lead Underwriter,
on behalf of the Underwriters, or by the Court shall be subject to removal as aforesaid by the Receiptholders. Any new escrow
agent appointed under any provision of this Section 9.8 shall be a corporation authorized to carry on the business of a trust
company in the Provinces of Alberta and Ontario and, if required by the applicable legislation for any other provinces, in such
other provinces. On any such appointment, the new escrow agent shall be vested with the same powers, rights, duties and responsibilities
as if it had been originally named herein as Subscription Receipt Agent hereunder. At the request of the Corporation or the new
Subscription Receipt Agent, the retiring Subscription Receipt Agent, upon payment of the amounts, if any, due to it pursuant to
Section 5.3, shall duly assign, transfer and deliver to the new Subscription Receipt Agent all property and money held and all
records kept by the retiring Subscription Receipt Agent hereunder or in connection herewith.



		 	 



		(b)	Upon the appointment of a successor escrow agent, the
Corporation shall promptly notify the Receiptholders thereof in the manner provided for in Article 10.



		 	 



		(c)	Any corporation into or with which the Subscription
Receipt Agent may be merged or consolidated or amalgamated, or any corporation resulting therefrom to which the Subscription Receipt
Agent shall be a party, or any corporation succeeding to the corporate trust business of the Subscription Receipt Agent shall
be the successor to the Subscription Receipt Agent hereunder without any further act on its part or any of the parties hereto,
provided that such corporation would be eligible for appointment as a successor escrow agent under Subsection 9.8(a).



		 	 



		(d)	Any Subscription Receipt Certificates certified but
not delivered by a predecessor escrow agent may be delivered by the successor escrow agent in the name of the predecessor or successor
escrow agent.



		 	 



 


 






    26


     


    

 


9.9          Conflict
of Interest


 


		(a)	The Subscription Receipt Agent represents to the Corporation
and the Lead Underwriter, on behalf of the Underwriters, that at the time of execution and delivery hereof no material conflict
of interest exists between its role as an escrow agent hereunder and its role in any other capacity and agrees that in the event
of a material conflict of interest arising hereafter it will, within 30 days after ascertaining that it has such material conflict
of interest, either eliminate the same or assign its appointment as escrow agent hereunder to a successor escrow agent approved
by the Corporation and meeting the requirements set forth in Subsection 9.8(a). Notwithstanding the foregoing provisions of this
Subsection 9.9(a), if any such material conflict of interest exists or hereafter shall exist, the validity and enforceability
of this Agreement and the Subscription Receipt Certificates shall not be affected in any manner whatsoever by reason thereof.



		 	 



		(b)	Subject to Subsection 9.9(a), the Subscription Receipt
Agent, in its personal or any other capacity, may buy, lend upon and deal in securities of the Corporation and generally may contract
and enter into financial transactions with the Corporation or any affiliated entity of the Corporation without being liable to
account for any profit made thereby.



 


9.10        Acceptance
of Appointment


 


The Subscription Receipt
Agent hereby accepts the appointment as escrow agent in this Agreement and agrees to perform its duties hereunder upon the terms
and conditions herein set forth.


 


9.11        Subscription
Receipt Agent Not to be Appointed Receiver


 


The Subscription Receipt
Agent and any Person related to the Subscription Receipt Agent shall not be appointed a receiver, a receiver and manager or liquidator
of all or any part of the assets or undertaking of the Corporation.


 


9.12        Privacy
Laws


 


The parties acknowledge
that the Subscription Receipt Agent may, in the course of providing services hereunder, collect or receive financial and other
personal information about such parties and/or their representatives, as individuals, or about other individuals related to the
subject matter hereof, and use such information for the following purposes:


 


		(a)	to provide the services required under this Agreement
and other services that may be requested from time to time;



		 	 



		(b)	to help the Subscription Receipt Agent manage its servicing
relationships with such individuals;



		 	 



		(c)	to meet the Subscription Receipt Agent’s legal
and regulatory requirements; and



		 	 



		(d)	if Social Insurance Numbers are collected by the Subscription
Receipt Agent, to perform tax reporting and to assist in verification of an individual’s identity for security purposes.



 


Each party acknowledges
and agrees that the Subscription Receipt Agent may receive, collect, use and disclose personal information provided to it or acquired
by it in the course of this agreement for the purposes described above and, generally, in the manner and on the terms described
in its privacy code, which the Subscription Receipt Agent shall make available on its website or upon request, including revisions
thereto. Some of this personal information may be transferred to servicers in the United States for data processing and/or storage.
Further, each party agrees that it shall not provide or cause to be provided to the Subscription Receipt Agent any personal information
relating to an individual who is not a party to this Agreement unless that party has assured itself that such individual understands
and has consented to the aforementioned terms, uses and disclosures.


 






    27


     


    

 


Article 10

GENERAL


 


10.1        Notice
to the Corporation, Subscription Receipt Agent and the Lead Underwriter


 


		(a)	Unless herein otherwise expressly provided, any notice
to be given hereunder to the Corporation, the Underwriters or the Subscription Receipt Agent shall be deemed to be validly given
if delivered by hand courier or if transmitted by facsimile:






 


		(i)	if to the Corporation:



Gran Tierra Energy Inc.



Attention: ●

Facsimile: (____)●



  


		(ii)	if to the Lead Underwriter, on behalf of the Underwriters:



[Underwriter]

Attention: ●

Facsimile: (____)●



  


		(iii)	if to the Subscription Receipt Agent:



[Trustee]



Attention: ●

Facsimile: (____)●



  


and
any such notice delivered in accordance with the foregoing shall be deemed to have been received on the date of delivery or, if
sent via facsimile, on the day of transmission or, if such day is not a Business Day, on the first Business Day following the
day of transmission.


 


		(b)	The Corporation, the Lead Underwriter, on behalf of
the Underwriters, or the Subscription Receipt Agent, as the case may be, may from time to time notify the others in the manner
provided in Subsection 10.1(a) of a change of address which, from the effective date of such notice and until changed by like
notice, shall be the address of the Corporation, the Lead Underwriter, on behalf of the Underwriters, or the Subscription Receipt
Agent, as the case may be, for all purposes of this Agreement.



 


10.2        Notice
to Receiptholders


 


		(a)	Any notice to the Receiptholders under the provisions
of this Agreement shall be valid and effective if delivered or sent by letter or circular through the ordinary post addressed
to such holders at their post office addresses appearing on the register hereinbefore mentioned and shall be deemed to have been
effectively given on the date of delivery or, if mailed, three Business Days following actual posting of the notice.



		 	 



		(b)	If, by reason of a strike, lockout or other work stoppage,
actual or threatened, involving postal employees, any notice to be given to the Receiptholders hereunder could reasonably be considered
unlikely to reach its destination, such notice shall be valid and effective only if it is delivered personally to such Receiptholders
or if delivered to the address for such Receiptholders contained in the register of Subscription Receipts maintained by the Subscription
Receipt Agent.



 


 






    28


     


    

 


10.3       Ownership
and Transfer of Subscription Receipts


 


The Corporation and
the Subscription Receipt Agent may deem and treat the registered owner of any Subscription Receipt Certificate or, in the case
of a transferee who has surrendered a Subscription Receipt Certificate in accordance with and as contemplated in Sections 2.13
and 2.14, such transferee, as the absolute owner of the Subscription Receipt represented thereby for all purposes, and the Corporation
and the Subscription Receipt Agent shall not be affected by any notice or knowledge to the contrary except where the Corporation
or the Subscription Receipt Agent is required to take notice by statute or by order of a court of competent jurisdiction. A Receiptholder
shall be entitled to the rights evidenced by such Subscription Receipt Certificate free from all equities or rights of set off
or counterclaim between the Corporation and the original or any intermediate holder thereof and all Persons may act accordingly
and the receipt of any such Receiptholder for the Common Shares which may be acquired pursuant thereto shall be a good discharge
to the Corporation and the Subscription Receipt Agent for the same and neither the Corporation nor the Subscription Receipt Agent
shall be bound to inquire into the title of any such holder except where the Corporation or the Subscription Receipt Agent is required
to take notice by statute or by order of a court of competent jurisdiction.


 


10.4        Evidence
of Ownership


 


		(a)	Upon receipt of a certificate of any bank, trust company
or other depositary satisfactory to the Subscription Receipt Agent stating that the Subscription Receipts specified therein have
been deposited by a named Person with such bank, trust company or other depositary and will remain so deposited until the expiry
of the period specified therein, the Corporation and the Subscription Receipt Agent may treat the Person so named as the owner,
and such certificate as sufficient evidence of the ownership by such Person of such Subscription Receipt during such period, for
the purpose of any requisition, direction, consent, instrument or other document to be made, signed or given by the holder of
the Subscription Receipt so deposited.



		 	 



		(b)	The Corporation and the Subscription Receipt Agent
may accept as sufficient evidence of the fact and date of the signing of any requisition, direction, consent, instrument or other
document by any Person: (i) the signature of any officer of any bank, trust company, or other depositary satisfactory to the Subscription
Receipt Agent as witness of such execution; (ii) the certificate of any notary public or other officer authorized to take acknowledgments
of deeds to be recorded at the place where such certificate is made that the Person signing acknowledged to him the execution
thereof; or (iii) a statutory declaration of a witness of such execution.



 


10.5        Satisfaction
and Discharge of Agreement


 


Upon the earlier of:


 


		(a)	the issue of certificates or Book-Entry Only System
customer confirmations representing Common Shares and payment of all monies required as provided in Section 3.2; or



		 	 



		(b)	the payment of all monies required where the Acquisition
is terminated or the Acquisition Time does not occur by the Deadline as provided in Section 3.3,



 


this Agreement shall cease to be of further
effect and the Subscription Receipt Agent, on demand of and at the cost and expense of the Corporation and upon delivery to the
Subscription Receipt Agent of a certificate of the Corporation stating that all conditions precedent to the satisfaction and discharge
of this Agreement have been complied with, shall execute proper instruments acknowledging satisfaction of and discharging this
Agreement. Notwithstanding the foregoing, the indemnities provided to the Subscription Receipt Agent by the Corporation hereunder
shall remain in full force and effect and survive the termination of this Agreement.


 


10.6        Provisions
of Agreement and Subscription Receipts for the Sole Benefit of Parties and Receiptholders


 


Nothing in this Agreement
or in the Subscription Receipt Certificates, expressed or implied, shall give or be construed to give to any Person other than
the parties hereto and the Receiptholders any legal or equitable right, remedy or claim under this Agreement, or under any covenant
or provision herein or therein contained, all such covenants and provisions being for the sole benefit of the parties hereto, the
Receiptholders and such transferees.


 






    29


     


    

 


10.7        Subscription
Receipts Owned by the Corporation or its Subsidiaries - Certificate to be Provided


 


For the purpose of
disregarding any Subscription Receipts owned legally or beneficially by the Corporation or any affiliated entity of the Corporation
in Section 7.16, the Corporation shall provide to the Subscription Receipt Agent, from time to time, a certificate of the Corporation
setting forth as at the date of such certificate the number of Subscription Receipts owned legally or beneficially by the Corporation
or any affiliated entity of the Corporation, and the Subscription Receipt Agent, in making the computations in Section 7.16, shall
be entitled to rely on such certificate without requiring further evidence thereof.


 


10.8        Effect
of Execution


 


Notwithstanding any
provision of this Agreement, should any Subscription Receipt Certificates be issued and certified in accordance with the terms
hereof prior to the actual time of execution of this Agreement by the Corporation and the Subscription Receipt Agent, any such
Subscription Receipt Certificates shall be void and of no value and effect until such actual execution.


 


10.9        Time
of Essence


 


Time is and shall remain
of the essence of this Agreement.


 


10.10     Force
Majeure


 


No party hereto shall
be liable to another party, or held in breach of this Agreement, if prevented, hindered, or delayed in the performance or observance
of any provision contained herein by reason of act of God, riots, terrorism, acts of war, epidemics, governmental action or judicial
order, earthquakes, or any other similar causes (including, but not limited to, mechanical, electronic or communication interruptions,
disruptions or failures). Performance times under this Agreement shall be extended for a period of time equivalent to the time
lost because of any delay that is reasonably excusable under this Section.


 


10.11     Counterparts


 


This Agreement may
be executed and delivered in counterparts, each of which when so executed and delivered shall be deemed to be an original and such
counterparts together shall constitute one and the same instrument and notwithstanding their date of execution they shall be deemed
to be dated as of the date hereof.


 




    30


     


    

 


IN WITNESS WHEREOF
the parties hereto have executed this Agreement under their respective corporate seals and the hands of their proper officers in
that behalf.


 


 





	GRAN TIERRA ENERGY INC.	 	 	[UNDERWRITER],
on its own behalf and on


behalf of ●
and ●


	 
	 	 	 	 	 
	By:	 	 	 	By:	 	 
	 	Name	 	 	 	Name 	 
	 	 	 	 	 	 	 
	 	Title 		 	 	Title	
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	[TRUSTEE]	 
	 	 	 	 	 
	 	 	 	By:	 	 
	 	 	 	 	Name	 
	 	 	 	 	 	 
	 	 	 	 	Title	 
	 	 	 	 	 
	 	 	 	 	 



 


This is Schedule 1.1(g) to a Subscription
Receipt Agreement made as of ● among Gran Tierra Energy Inc., [Underwriter] and [Trustee]


 




    31


     


    

 


ACQUISITION NOTICE


 


		TO:	[TRUSTEE]



 


		AND TO:	[UNDERWRITER], ON ITS OWN BEHALF AND ON BEHALF OF THE
OTHER UNDERWRITERS (AS DEFINED BELOW)



 


This Acquisition Notice
is being provided pursuant to Subsection 3.1(a) of the Subscription Receipt Agreement (the “Subscription Receipt Agreement”)
made as of ● among Gran Tierra Energy Inc. (the “Corporation”), [Underwriter], on its own behalf and on
behalf of ● and ● (collectively, the “Underwriters”), and [Trustee], as Subscription Receipt Agent.


 


Capitalized terms which
are not otherwise defined herein shall have the meanings ascribed to such terms in the Subscription Receipt Agreement.


 


The Subscription Receipt
Agent is hereby notified by the Corporation that the Acquisition Time has occurred. DATED at Calgary, Alberta, this ● day
of ●, 201●.


 


	Gran Tierra Energy Inc.
	 
	By:	 	 
	 	Name:
	 	Title:
	 





  


 


This is Schedule 1.1(bb)
– to a Subscription Receipt Agreement made as of ● among Gran Tierra Energy Inc., [Underwriter] and [Trustee]


 




    


     


    

IRREVOCABLE DIRECTION


 


	TO:	[TRUSTEE]	






 


This Irrevocable Direction
is being provided pursuant to Subsection 3.1(a) of the Subscription Receipt Agreement (the “Subscription Receipt Agreement”)
made as of ● among Gran Tierra Energy Inc. (the “Corporation”), [Underwriter], on its own behalf and on
behalf of ● and ● (collectively, the “Underwriters”), and [Trustee], as Subscription Receipt Agent.


 


Capitalized terms which
are not otherwise defined herein shall have the meanings ascribed to such terms in the Subscription Receipt Agreement.


 


The Subscription Receipt
Agent is hereby irrevocably directed and authorized, in its capacity as registrar and transfer agent of the Common Shares:


 


		(a)	to issue on behalf of the Corporation, ● fully paid and non-assessable Common Shares to the
Person or Persons to whom such Common Shares are to be issued pursuant to the terms of the Subscription Receipt Agreement and the
Subscription Receipt Certificates following the satisfaction of the Acquisition Time (which occurred on ●, 201●), all
in accordance with the provisions of the Subscription Receipt Certificates and the Subscription Receipt Agreement. Such Common
Shares shall be delivered to the Receiptholders through CDS in the case of Global Subscription Receipts;



 


		(b)	to release the amount of the Dividend Equivalent Payments, if any, less applicable withholding
taxes, in accordance with Section 3.2(c) of the Agreement to the Receiptholders; and



 


		(c)	to release to the Lead Underwriter, on behalf of the Underwriters, the sum of $●.



 


DATED at Calgary, Alberta,
this ● day of ●, 201●.


 


 





	Gran Tierra Energy Inc.
	 
	By:	 	 
	 	Name:
	 	Title:
	



 





 


 


This is Schedule 1.1(oo) to a
Subscription Receipt Agreement made as of ●, 201● among Gran Tierra Energy Inc., [Underwriter] and [Trustee]


 




    


     


    

 


FORM OF SUBSCRIPTION RECEIPT CERTIFICATE
(NON-RULE 144A)


 


Unless this Certificate
is presented by an authorized representative of The Canadian Depository for Securities Limited (“CDS”) to Gran Tierra
Energy Inc. or its agent for registration of transfer, exchange or payment, and any certificate issued in respect thereof is registered
in the name of CDS & CO., or in such other name as is requested by an authorized representative of CDS (and any payment is
made to CDS & CO. or to such other entity as is requested by an authorized representative of CDS), ANY TRANSFER, PLEDGE OR
OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL since the registered holder hereof, CDS & CO., has
an interest herein.


 


Gran Tierra Energy Inc.


 


(a corporation incorporated under the Canada
Business Corporations Act)

Number: ● CUSIP/ISIN: ●


 


THIS IS TO CERTIFY
THAT CDS & Co. (the “holder”) is the registered holder of  ̈ Subscription Receipts represented hereby.


 


Reference is made to
the Subscription Receipt Agreement (the “Subscription Receipt Agreement”) made as of ● among Gran Tierra
Energy Inc. (the “Corporation”), [Underwriter], on its own behalf and on behalf of ● and ● (collectively,
the “Underwriters”), and [Trustee], as Subscription Receipt Agent.


 


Capitalized terms used
in the Subscription Receipt Agreement have the same meaning herein as therein, unless otherwise defined.


 


Each Subscription Receipt
entitles the holder:


 


		(a)	if the Acquisition Time occurs prior to the Deadline,
to receive, for no additional consideration and without any further action, one fully paid and non-assessable Common Share and
any Dividend Equivalent Payments; or



 


		(b)	if a Termination Event has occurred, to receive an amount equal to the sum of the Subscription
Price and such holder’s pro rata share of the Earned Interest, less applicable withholding taxes, all in the manner
and on the terms and conditions set out in the Subscription Receipt Agreement.



 


The Subscription Receipts
represented hereby are issued under and pursuant to the Subscription Receipt Agreement. Reference is hereby made to the Subscription
Receipt Agreement and any and all other instruments supplemental or ancillary thereto for a full description of the rights of the
holders of the Subscription Receipts and the terms and conditions upon which such Subscription Receipts are, or are to be, issued
and held, all to the same effect as if the provisions of the Subscription Receipt Agreement and all instruments supplemental or
ancillary thereto were herein set forth, and to all of which provisions the holder of these Subscription Receipts by acceptance
hereof assents. In the event of a conflict or inconsistency between the terms of the Subscription Receipt Agreement and this Certificate,
the terms of the Subscription Receipt Agreement shall prevail.


 


The holding of the
Subscription Receipts evidenced by this Certificate shall not constitute the holder hereof a Shareholder or entitle such holder
to any right or interest in respect thereof except as herein and in the Subscription Receipt Agreement expressly provided.


 


The Subscription Receipt
Agreement contains provisions making binding upon all holders of Subscription Receipts outstanding thereunder resolutions passed
at meetings of such holders held in accordance with such provisions and by instruments in writing signed by the holders of a specified
majority of the outstanding Subscription Receipts.


 


The Subscription Receipts
evidenced by this Certificate may be transferred on the register kept at the offices of the Subscription Receipt Agent by the registered
holder hereof or his legal representatives or his attorney duly appointed by an instrument in writing in form and execution satisfactory
to the Subscription Receipt Agent, only upon payment of the charges provided for in the Subscription Receipt Agreement and upon
compliance with such reasonable requirements as the Subscription Receipt Agent may prescribe. The transfer register shall be closed
at 4:30 p.m. (Calgary time) on the earlier to occur of the Acquisition Date and the Termination Date (subject to settlement of
trades).


 






    


     


    

 


This Certificate shall
not be valid for any purpose whatever unless and until it has been countersigned by or on behalf of the Subscription Receipt Agent.


 


Time shall be of the
essence hereof. This Certificate is governed by the laws of Alberta and the laws of Canada applicable therein.


 


IN WITNESS WHEREOF
the Corporation has caused this Certificate to be signed by a duly authorized representative as of ●.


 


 





	GRAN TIERRA ENERGY INC.



	 
	By:	 	 
	 	Name 
	 	Title
	 
	 
	Countersigned by:
	[TRUSTEE], as Subscription
Receipt Agent
	 
	By:	 	 
	 	Name
	 	Title
	 
	 



 


 


 


This is Schedule 2.15(a) to a
Subscription Receipt Agreement made as of ● among Gran Tierra Energy Inc., [Underwriter] and [Trustee]


 




    


     


    

 


FORM OF SUBSCRIPTION RECEIPT CERTIFICATE
(RULE 144A)


 


Unless this Certificate
is presented by an authorized representative of The Canadian Depository for Securities Limited (“CDS”) to Gran Tierra
Energy Inc. or its agent for registration of transfer, exchange or payment, and any certificate issued in respect thereof is registered
in the name of CDS & CO., or in such other name as is requested by an authorized representative of CDS (and any payment is
made to CDS & CO. or to such other entity as is requested by an authorized representative of CDS), ANY TRANSFER, PLEDGE OR
OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL since the registered holder hereof, CDS & CO., has
an interest herein.


 


THE SECURITIES REPRESENTED
HEREBY HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “U.S. SECURITIES ACT”),
OR STATE SECURITIES LAWS. THE HOLDER HEREOF, BY PURCHASING THESE SECURITIES, AGREES FOR THE BENEFIT OF GRAN TIERRA ENERGY INC.
(THE “COMPANY”) THAT THESE SECURITIES MAY BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (A) TO THE COMPANY,
(B) OUTSIDE THE UNITED STATES IN ACCORDANCE WITH RULE 904 OF REGULATION S (“REGULATION S”) UNDER THE U.S. SECURITIES
ACT AND IN COMPLIANCE WITH APPLICABLE CANADIAN LOCAL LAWS AND REGULATIONS, (C) IN ACCORDANCE WITH (1) RULE 144A UNDER THE U.S.
SECURITIES ACT, IF AVAILABLE, OR (2) RULE 144 UNDER THE U.S. SECURITIES ACT, IF AVAILABLE, AND, IN EACH CASE, IN COMPLIANCE WITH
APPLICABLE STATE SECURITIES LAWS OF THE UNITED STATES, OR (D) IN ANOTHER TRANSACTION THAT DOES NOT REQUIRE REGISTRATION UNDER THE
U.S. SECURITIES ACT OR ANY APPLICABLE STATE SECURITIES LAWS OF THE UNITED STATES AFTER (I) IN THE CASE OF TRANSFERS PURSUANT TO
(B) ABOVE, PROVIDING A DECLARATION TO [TRUSTEE], TOGETHER WITH ANY OTHER EVIDENCE, WHICH MAY INCLUDE A LEGAL OPINION, REQUIRED
BY [TRUSTEE], AND (II) IN THE CASE OF TRANSFERS PURSUANT TO (C)(2) OR (D) ABOVE, PROVIDING A LEGAL OPINION SATISFACTORY TO THE
COMPANY. DELIVERY OF THIS CERTIFICATE MAY NOT CONSTITUTE “GOOD DELIVERY” IN SETTLEMENT OF TRANSACTIONS ON STOCK EXCHANGES
IN CANADA


 


GRAN TIERRA ENERGY INC.


 


(a corporation incorporated under the Canada
Business Corporations Act)

Number: ● CUSIP/ISIN: ●


 


THIS IS TO CERTIFY
THAT CDS & Co. (the “holder”) is the registered holder of  ̈ Subscription Receipts represented hereby.


 


Reference is made to
the Subscription Receipt Agreement (the “Subscription Receipt Agreement”) made as of ● among Gran Tierra
Energy Inc. (the “Corporation”), [Underwriter], on its own behalf and on behalf of ● and ● (collectively,
the “Underwriters”), and [Trustee], as Subscription Receipt Agent.


 


Capitalized terms used
in the Subscription Receipt Agreement have the same meaning herein as therein, unless otherwise defined.


 


Each Subscription Receipt
entitles the holder:


 


		(a)	if the Acquisition Time occurs prior to the Deadline, to receive, for no additional consideration
and without any further action, one fully paid and non-assessable Common Share and any Dividend Equivalent Payments; or



 


		(b)	if a Termination Event has occurred, to receive an amount equal to the sum of the Subscription
Price and such holder’s pro rata share of the Earned Interest, less applicable withholding taxes, all in the manner and on
the terms and conditions set out in the Subscription Receipt Agreement.



 


The Subscription Receipts
represented hereby are issued under and pursuant to the Subscription Receipt Agreement. Reference is hereby made to the Subscription
Receipt Agreement and any and all other instruments supplemental or ancillary thereto for a full description of the rights of the
holders of the Subscription Receipts and the terms and conditions upon which such Subscription Receipts are, or are to be, issued
and held, all to the same effect as if the provisions of the Subscription Receipt Agreement and all instruments supplemental or
ancillary thereto were herein set forth, and to all of which provisions the holder of these Subscription Receipts by acceptance
hereof assents. In the event of a conflict or inconsistency between the terms of the Subscription Receipt Agreement and this Certificate,
the terms of the Subscription Receipt Agreement shall prevail.


 






    


     


    

 


The holding of the
Subscription Receipts evidenced by this Certificate shall not constitute the holder hereof a Shareholder or entitle such holder
to any right or interest in respect thereof except as herein and in the Subscription Receipt Agreement expressly provided.


 


The Subscription Receipt
Agreement contains provisions making binding upon all holders of Subscription Receipts outstanding thereunder resolutions passed
at meetings of such holders held in accordance with such provisions and by instruments in writing signed by the holders of a specified
majority of the outstanding Subscription Receipts.


 


The Subscription Receipts
evidenced by this Certificate may be transferred on the register kept at the offices of the Subscription Receipt Agent by the registered
holder hereof or his legal representatives or his attorney duly appointed by an instrument in writing in form and execution satisfactory
to the Subscription Receipt Agent, only upon payment of the charges provided for in the Subscription Receipt Agreement and upon
compliance with such reasonable requirements as the Subscription Receipt Agent may prescribe. The transfer register shall be closed
at 4:30 p.m. (Calgary time) on the earlier to occur of the Acquisition Date and the Termination Date (subject to settlement of
trades).


 


This Certificate shall
not be valid for any purpose whatever unless and until it has been countersigned by or on behalf of the Subscription Receipt Agent.


 


Time shall be of the
essence hereof. This Certificate is governed by the laws of Alberta and the laws of Canada applicable therein.


 


IN WITNESS WHEREOF
the Corporation has caused this Certificate to be signed by a duly authorized representative as of ●.











 


	GRAN TIERRA ENERGY INC.



	 
	By:	 	 
	 	Name 
	 	Title
	 
	 
	Countersigned by:
	[TRUSTEE], as Subscription
Receipt Agent
	 
	By:	 	 
	 	Name
	 	Title
	 
	 





 


 


  


 


This is Schedule 2.15(b) to a
Subscription Receipt Agreement made as of ● among Gran Tierra Energy Inc., [Underwriter] and [Trustee]


 




    


     


    

 


FORM OF DECLARATION FOR REMOVAL OF
LEGEND


 


TO:GRAN TIERRA ENERGY INC.


 


AND TO:[TRUSTEE]


 


The undersigned (A)
acknowledges that the sale of securities of Gran Tierra Energy Inc. (the “Corporation”) represented by certificate
number _________________, to which this declaration relates, is being made in reliance on Rule 904 of Regulation S under the United
States Securities Act of 1933, as amended (the “1933 Act”), and (B) certifies that (i) it is not an “affiliate”
(as defined in Rule 405 under the 1933 Act) of the Corporation, (ii) the offer of such securities was not made to a person in the
United States and either (A) at the time the buy order was originated, the buyer was outside the United States, or the seller and
any person acting on its behalf reasonably believe that the buyer was outside the United States or (B) the transaction was executed
on or through the facilities of a designated offshore securities market (such as the Toronto Stock Exchange) and neither the seller
nor any person acting on its behalf knows that the transaction has been prearranged with a buyer in the United States, (iii) neither
the seller nor any person acting on its behalf engaged in any directed selling efforts in connection with the offer and sale of
such securities, (iv) the sale is bona fide and not for the purpose of “washing off’ the resale restrictions imposed
because the securities are “restricted securities” (as that term is defined in Rule 144(a)(3) under the 1933 Act),
(v) the seller does not intend to replace the securities sold in reliance on Rule 904 of Regulation S under the 1933 Act with fungible
unrestricted securities, and (vi) the contemplated sale is not a transaction, or part of a series of transactions which, although
in technical compliance with Regulation S under the 1933 Act, is part of a plan or scheme to evade the registration provisions
of the 1933 Act. Terms used herein have the meanings given to them by Regulation S under the 1933 Act.


 





	Dated:	 	 	 	  	 
	 		 	 	 	Name of Seller	 
	 	 	 	 	 
	 	 	 	By:	 	 
	 	 	 	 	Name	 
	 	 	 	 	Title