EXECUTION
VERSION

     

    RELEASE
OF GP PLEDGE AGREEMENT

     

    This
RELEASE OF GP PLEDGE AGREEMENT, dated as of January 1, 2009 (this “Release”), is by and
among GRAN TIERRA ENERGY INC., a Nevada corporation (Registered No. C13734-2003)
(the “Pledgor”), and
STANDARD BANK PLC, as administrative agent under the Credit Agreement (as
hereinafter defined) acting for and on behalf of the Secured Parties (as defined
in the Credit Agreement) (in such capacity, the “Pledgee”).

     

    WHEREAS,
the Pledgor is the direct and beneficial owner of all of the issued and
outstanding membership interests of ARGOSY ENERGY, LLC, a Delaware limited
liability company (f/k/a Argosy Energy Corp., a Delaware corporation)
(Registered No. 3234977) (the “GP”);

     

    WHEREAS,
in order to secure its obligations under and in connection with that certain
Credit Agreement, dated as of February 22, 2007 (as amended, amended and
restated, supplemented or otherwise modified from time to time, the “Credit Agreement”),
among the Pledgor, the GP, certain of their affiliates, the banks from time to
time party thereto and the Pledgee, the Pledgor entered in that certain GP
Pledge Agreement, dated as of February 22, 2007 (the “GP Pledge
Agreement”), granting a security interest in the Pledged Property (herein
defined as defined in the GP Pledge Agreement);

     

    WHEREAS,
pursuant to a corporate reorganization (the “Restructuring”), the
Pledgor proposes to transfer the Pledged Property to GTE Colombia Holdings LLC
(the “LLC”) and
whereupon, the LLC shall execute and deliver to the Pledgee a pledge agreement
(as the same may be amended, restated, substituted or supplemented from time to
time, the “LLC Pledge
Agreement”) governed by the laws of the State of New York, dated on the
date hereof, substantially in the form of the GP Pledge Agreement, granting in
favor of the Pledgee for the ratable benefit of the Secured Parties a
first-priority security interest in all of the Pledged Property;

     

    WHEREAS,
the Pledgee has agreed to consent to the consummation of the Restructuring and,
in connection therewith, to release the security interest in the Pledged
Property created under the GP Pledge Agreement, pursuant to the terms and
subject to the conditions set forth below;

     

    NOW,
THEREFORE, in consideration of the foregoing premises and for other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, each of the parties hereto hereby agree as follows:

     

    Section
1.                      Release of Security
Interest.  Solely in order to facilitate the Restructuring and
subject to the Pledgor’s performance of its undertakings under Section 2 below,
the Pledgee hereby releases and terminates its security interest granted under
the GP Pledge Agreement in the Pledged Property.  The Pledgee shall
execute and deliver to the Pledgor all releases or other documents, including,
without limitation, Uniform Commercial Code (“UCC”) amendment or
termination statements, reasonably necessary or desirable for the release of the
security interest on the Pledged Property.


    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    Section
2.                      LLC Pledge
Agreement.  The Pledgor hereby undertakes to cause the LLC to
execute and deliver to the Pledgee the LLC Pledge Agreement promptly upon the
consummation of the Restructuring.  Notwithstanding the foregoing, if
the Restructuring is not effective or the LLC fails to execute and deliver to
the Pledgee the LLC Pledge Agreement, the Pledgor shall immediately re-execute
and deliver to the Pledgee a pledge agreement substantially in the form of the
GP Pledge Agreement, granting in favor of the Pledgee for the ratable benefit of
the Secured Parties a first-priority security interest in all of the Pledged
Property.

     

    Section
3.                      Binding
Effect.  This Release and all of the provisions hereof shall be
binding upon each party hereto and their respective successors and
assigns.

     

    Section
4.                      Governing Law, Waivers and
Consents.

     

    (a)           The
validity, interpretation and enforcement of this Release and any dispute arising
out of the relationship between the Pledgor and the Pledgee or any Secured
Party, whether in contract, tort, equity or otherwise, shall be governed by the
laws of the State of New York, including, without limitation, Section 5-1401 of
the New York General Obligations Law.

     

    (b)           The
Pledgor hereby irrevocably consents and submits to the non-exclusive
jurisdiction of the Supreme Court of the State of New York, sitting in the
Borough of Manhattan, the City of New York and the United States District Court
for the Southern District of New York, whichever the Pledgee may elect, and
waives any objection based on venue or forum non conveniens with respect to any
action instituted therein arising under this Release or in any way connected
with or related or incidental to the dealings of the Pledgor and the Pledgee or
any Secured Party in respect of this Release or the transactions related hereto
or thereto, in each case whether now existing or hereafter arising, and whether
in contract, tort, equity or otherwise, and agrees that any dispute with respect
to any such matters shall be heard only in the courts described
above.

     

    (c)           The
Pledgor hereby irrevocably consents to the service of process out of any of the
courts mentioned in Section 4(b) above in any such action or proceeding by the
mailing of copies thereof by registered or certified mail, postage prepaid to
the Pledgor at its address referred to in Section 12.02 of the Credit
Agreement.

     

    (d)           THE
PLEDGOR HEREBY WAIVES ANY RIGHT TO TRIAL BY JURY OF ANY CLAIM, DEMAND, ACTION OR
CAUSE OF ACTION (i) ARISING UNDER THIS RELEASE OR ANY OF THE OTHER LOAN
DOCUMENTS OR (ii) IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE
DEALINGS OF THE PARTIES HERETO OR THERETO IN RESPECT OF THIS RELEASE OR THE
TRANSACTIONS RELATED HERETO OR THERETO IN EACH CASE WHETHER NOW EXISTING OR
HEREAFTER ARISING, AND WHETHER IN CONTRACT, TORT, EQUITY OR
OTHERWISE.  THE PLEDGOR HEREBY AGREES AND CONSENTS THAT ANY SUCH
CLAIM, DEMAND, ACTION OR CAUSE OF ACTION SHALL BE DECIDED BY COURT TRIAL WITHOUT
A JURY AND THAT THE PLEDGOR, ANY SECURED PARTY OR THE PLEDGEE MAY FILE AN
ORIGINAL COUNTERPART OF A COPY OF THIS RELEASE WITH ANY COURT AS WRITTEN
EVIDENCE OF THE CONSENT OF THE PLEDGOR TO THE WAIVER OF ITS RIGHT TO TRIAL BY
JURY.


    
      
         


      

      
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    Section
5.                      Further
Assurances.  Each party hereto agrees that it will, at any time
and from time to time, upon the written request of any other party, execute and
deliver such further documents and do such further acts and things, as the
requesting party may reasonably request in order to effect the purposes of this
Release; provided that any such action undertaken by the Pledgee shall be at the
sole cost and expense of the Pledgor.

     

    Section
6.                      Counterparts.  This
Release may be executed in counterparts (and by different parties hereto on
different counterparts), each of which shall constitute an original, but all of
which when taken together shall constitute a single
contract.  Delivery of an executed counterpart of a signature page of
this Release by facsimile or electronic copy shall be effective as delivery of a
manually executed counterpart of this Agreement.

     

    [Signature
page follows.]

     

    
      
        
        

      

      
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    IN
WITNESS WHEREOF, this Release has been duly executed and delivered as of the
date first above written.

     

    
      
        
          	
                  PLEDGOR

                
	 
      	 
      
	
                  GRAN
      TIERRA ENERGY INC.

                
	 
      	 
      
	 
      	 
      
	
                  By:

                	
                             
      /s/ Martin Eden

                
	 
      	
                  Name:
      Martin Eden

                
	 
      	
                  Title:   Chief
      Financial Officer

                


        

      

    

     

    
      Release
of GP Pledge Agreement

    

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    
      
        
          	
                  PLEDGEE

                
	 
      	 
      
	
                  STANDARD
      BANK PLC,

                
	
                  as
      Bank and as administrative agent for the

                  Secured
      Parties

                
	 
      	 
      
	 
      	 
      
	
                  By:

                	
                              /s/
      Martin Revoredo

                
	 
      	
                        
                    Name:
      Martin Revoredo

                  

                
	 
      	
                        
                    Title:   Senior
      Vice President

                  

                
	 
      	 
      
	 
      	 
      
	
                  By:

                	
                             
      /s/ Roderick L. Fraser

                
	 
      	
                        
                    Name:
      Roderick L. Fraser

                  

                
	 
      	
                        
                    Title:  
      Managing Director, Global Head of Energy
    Finance

                  

                


        

      

    

     

    Release
of GP Pledge Agreement