EXECUTION
VERSION

     

    GP PLEDGE
AGREEMENT

     

    This GP
PLEDGE AGREEMENT, dated as of January 1, 2009 (as amended, supplemented, amended
and restated or otherwise modified from time to time, this “Agreement”), is made
by GTE COLOMBIA HOLDINGS LLC, a limited liability company organized under the
laws of the State of Delaware (Registered No. 4635693) (the “Pledgor”), in favor
of STANDARD BANK PLC, in its capacity as administrative agent under the Credit
Agreement (as hereinafter defined) acting for and on behalf of the Secured
Parties (in such capacity, the “Pledgee”).

     

    WITNESSETH:

     

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

     

    WHEREAS,
pursuant to 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 Gran Tierra Energy Inc. (the “Borrower”), the
Issuer, certain of their affiliates, the banks from time to time party thereto
(the “Banks”)
and the Pledgee, the Pledgee and the Banks have entered into financing
arrangements pursuant to which the Banks may make loans and provide other
financial accommodations to the Borrower;

     

    WHEREAS,
in order to induce the Banks to make loans and provide other financial
accommodations pursuant to the Credit Agreement, and to induce the Designated
Hedge Counterparty to enter into the Designated Hedging Agreement and for other
good and valuable consideration (the sufficiency of which the Pledgor hereby
acknowledges), the Pledgor has agreed to secure the prompt payment in full when
due of the Obligations by executing and delivering to the Pledgee this
Agreement;

     

    NOW,
THEREFORE, in consideration of the premises and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
Pledgor hereby agrees as follows:

     

    
      	
            	
              1.

            	
              DEFINITIONS; RULES OF
      INTERPRETATION

            


    

     

    (a)           Definition of Terms Used
Herein.  Capitalized terms used but not defined herein shall
have the meanings assigned to them in the Credit Agreement.  In
addition:

     

    (i)       
    “Issuer” has the
meaning set forth in the recitals hereto.

     

    (ii)           “LLC Agreement” means
the limited liability company agreement of the Issuer, or such other analogous
agreement governing its operation.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    (iii)          “Obligations” means
all amounts from time to time owing to the Secured Parties by the Obligors under
the Credit Agreement, including Section 6 thereof, this Agreement and any of the
other Loan Documents to which any Obligor is a party, in each case strictly in
accordance with the terms hereof and thereof.

     

    (iv)          “Pledged Interests”
means all of the membership interests in the Issuer.

     

    (v)           “Pledged Property” has
the meaning set forth in Section 2(a) hereto.

     

    (vi)          “UCC” means the
Uniform Commercial Code as from time to time in effect in the State of New
York.

     

    
      	
            	
              2.

            	
              GRANT OF SECURITY
      INTEREST

            


    

     

    (a)           As
collateral security for the prompt performance, observance and indefeasible
payment in full of all of the Obligations, the Pledgor hereby assigns and
pledges to the Pledgee, and grants to the Pledgee for itself and the benefit of
the Secured Parties, a security interest in and Lien upon the following
(collectively, the “Pledged
Property”):

     

    (i)        
   the Pledged Interests and all certificates (if any) at any
time representing or evidencing such Pledged Interests;

     

    (ii)           all
of its present and future right to receive payment of money or other
distributions arising out of or in connection with the Pledged
Interests;

     

    (iii)          all
of its rights, title and interest in, to and under the LLC Agreement, including,
without limitation, all of its rights, title and interest as a member to
participate in the operation or management of the Issuer;

     

    (iv)          all
proceeds of and to any of the property of the Pledgor described above,
including, without limitation, all causes of action, claims and warranties now
or hereafter held by the Pledgor in respect of any of the items listed above;
and

     

    (v)           the
Pledgor’s books and records with respect to any of the foregoing.

     

    (b)           This
Agreement is executed only as security for the Obligations and, therefore, the
execution and delivery of this Agreement shall not subject the Pledgee or any
Secured Party to, or transfer or pass to the Pledgee or any Secured Party, or in
any way affect or modify, the duties, obligations and liabilities of the Pledgor
under the LLC Agreement or any related agreement, document or instrument or
otherwise.  In no event shall the acceptance of this Agreement by the
Pledgee or the Secured Parties or the exercise by the Pledgee or any Secured
Party of any rights hereunder or assigned hereby, constitute an assumption of
any duty, liability or obligation of the Pledgor to, under or in connection with
the LLC Agreement or any related agreements, documents or instruments or
otherwise.

     

    
      
        
        

      

      
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    (c)           The
acceptance by the Pledgee and the Secured Parties of this Agreement, with all of
the rights, powers, privileges and authority so created, shall not at any time
or in any event obligate the Pledgee or any Secured Party to appear in or defend
any action or proceeding relating to the Pledged Property to which it is not a
party, or to take any action hereunder or thereunder, or to expend any money or
incur any expense or perform or discharge any duty, obligation or liability
hereunder or otherwise with respect to the Pledged Property.

     

    3.  
          OBLIGATIONS
SECURED

     

    The Lien
and other interests granted to the Pledgee for itself and the benefit of the
Secured Parties, pursuant to this Agreement shall secure the prompt performance
and payment in full of any and all of the Obligations.

     

    4.    
        REPRESENTATIONS, WARRANTIES
AND COVENANTS

     

    The
Pledgor hereby represents, warrants and covenants with and to the Pledgee and
the Secured Parties the following as of the date hereof (all of such
representations, warranties and covenants being continuing so long as any of the
Obligations are outstanding):

     

    (a)           The
Pledged Interests are duly authorized and validly existing and constitute the
Pledgor’s entire interest in the Issuer and the Pledgor is the registered owner
of such Pledged Interests.

     

    (b)           The
Pledgor is the holder of all of the outstanding membership interests of the
Issuer.

     

    (c)           The
Pledged Property pledged by the Pledgor hereunder is directly, legally and
beneficially owned by the Pledgor free and clear of all claims and Liens of any
kind, nature or description, other than those created pursuant to this Agreement
in favor of the Pledgee (for itself and for the benefit of the Secured Parties)
and other than Permitted Liens.

     

    (d)           The
Pledged Property pledged by the Pledgor hereunder is not subject to any
restriction relative to the transfer thereof (other than applicable law) and the
Pledgor has the right to transfer the Pledged Property free and clear of any
Lien other than Permitted Liens.

     

    (e)           The
Pledged Property pledged by the Pledgor hereunder is duly and validly pledged to
the Pledgee, no consent or approval of any governmental or regulatory authority
or of any securities exchange or the like, nor any consent or approval of any
other third party, was or is necessary to the validity and enforceability of
this Agreement, except as expressly set forth herein (other than applicable
securities laws).

     

    
      
        
        

      

      
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    (f) 
          If the Pledgor shall
become entitled to receive or acquire, or shall receive any membership interest
certificate, or option or right with respect to the Pledged Interests (including
without limitation, any certificate representing a distribution or exchange of
or in connection with reclassification of the Pledged Interests) whether as an
addition to, in substitution of, or in exchange for any of the Pledged Property
or otherwise, the Pledgor agrees to accept the same as the Pledgee’s agent, to
hold the same in trust for the Pledgee and to deliver the same forthwith to the
Pledgee or the Pledgee’s agent or bailee in the form received, with the
endorsement(s) of the Pledgor where necessary and/or appropriate powers and/or
assignments duly executed to be held by the Pledgee or the Pledgee’s agent or
bailee subject to the terms hereof, as further security for the
Obligations.

     

    (g)           The
Pledged Interests pledged by the Pledgor hereunder are not and shall not at any
time hereafter be investment property or otherwise subject to Article 8 of the
UCC except as the Pledgee may otherwise expressly agree in
writing.  As of the date hereof, there are no certificates or other
written instruments evidencing or representing the Pledged
Interests.

     

    (h)           The
Pledgor shall keep full and accurate books and records relating to the Pledged
Property pledged by the Pledgor hereunder and stamp or otherwise mark such books
and records in such manner as the Pledgee may in good faith require in order to
reflect the security interests granted by this Agreement.

     

    (i)           
The Pledgor shall not, without the prior consent of the Pledgee, directly or
indirectly, sell, assign, transfer, or otherwise dispose of, or grant any option
with respect to the Pledged Property, nor shall the Pledgor create, incur or
permit any further Lien with respect to the Pledged Property other than as
permitted in the Credit Agreement.

     

    (j)           
So long as no Event of Default has occurred and is continuing, the Pledgor shall
have the right to exercise all rights with respect to the Pledged Property,
except as expressly prohibited herein or in the other Loan Documents, and to
receive any distributions payable in respect of the Pledged Property (but
subject to terms of the Credit Agreement with respect thereto).

     

    (k)           The
Pledgor has delivered to the Pledgee a true, correct and complete copy of the
LLC Agreement.

     

    (l)           
Other than as permitted in the Credit Agreement, the Pledgor shall not permit
the Issuer, directly or indirectly, to (i) issue, sell, grant, assign,
transfer or otherwise dispose of, any additional membership interests of the
Issuer or any option or warrant with respect to, or other right or security
convertible into, any additional membership interests, now or hereafter
authorized, unless all such additional membership interests, options, warrants,
rights or other such securities are made and shall remain part of the Pledged
Property subject to the pledge and security interest granted herein,
(ii) take any action to withdraw the authority of or to limit or restrict
the authority of the Issuer’s members to deal and contract with the Pledgee and
to bind and obligate the Issuer, or (iii) pay any interim distribution in
cash or other assets to any member, except as permitted in the Credit
Agreement.

     

    (m)          [Intentionally
Omitted]

     

    (n)           The
Pledgor shall not, and shall not permit the Issuer, directly or indirectly, to,
amend, modify or supplement any of the provisions of the LLC Agreement or the
Issuer’s certificate of formation without the prior written consent of the
Pledgee if any such amendment, modification or supplement could reasonably be
expected to affect any rights of the Pledgee or any Secured Party hereunder or
under any of the other Loan Documents.

     

    
      
        
        

      

      
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    (o)           The
Pledgor shall furnish, or cause to be furnished, to the Pledgee such information
concerning the Issuer and the Pledged Property as the Pledgee may from time to
time reasonably request.

     

    (p)           The
Pledgee may notify the Issuer or the appropriate transfer agent of the Pledged
Interests to register on the books of the Issuer the security interest and
pledge granted herein and honor the rights of the Pledgee and the Secured
Parties with respect thereto.

     

    (q)           The
Pledgor shall not change its name or its jurisdiction of organization from that
existing as of the date of this Agreement, except upon 15 Business Days’ prior
written notice to the Pledgee and delivery to the Pledgee of copies of all filed
additional financing statements, and other documents (in each case, properly
executed) reasonably requested by the Pledgee to maintain the validity,
perfection and priority of the security interests provided for
herein.

     

    (r)           
The Pledgor waives to the extent permissible by applicable law, its rights under
Section 9-207 of the UCC.  The Pledgor agrees that the Pledged
Property, other collateral, or any other guarantor or endorser may be released,
substituted or added with respect to the Obligations, in whole or in part,
without releasing or otherwise affecting the liability of the Pledgor, the
pledge and security interests granted hereunder, or this
Agreement.  The Pledgee, for and on behalf of itself and the Secured
Parties, is entitled to all of the benefits of a secured party set forth in
Section 9-207 of the UCC.

     

    5.            
[Intentionally Omitted]

     

    6.            
[Intentionally Omitted]

     

    7.           
 RIGHTS AND
REMEDIES

     

    At any
time after an Event of Default exists or has occurred and is continuing, in
addition to all other rights and remedies of the Pledgee and the Secured
Parties, whether provided under this Agreement, the Credit Agreement, the other
Loan Documents, applicable law or otherwise, the Pledgee shall have the
following rights and remedies which may be exercised without notice to, or
consent by, the Pledgor except as such notice or consent is expressly provided
for hereunder or such notices which the Pledgor may not waive in accordance with
applicable law:

     

    
      
        
        

      

      
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    (a)           The
Pledgee, at its option, shall be empowered to exercise its continuing right to
instruct the Issuer in writing (or the appropriate transfer agent of the Pledged
Interests) to register any or all of the Pledged Interests in the name of the
Pledgee or in the name of the Pledgee’s nominee (including, without limitation,
any Secured Party) and the Pledgee may complete, in any manner the Pledgee may
deem expedient, any assignments or other documents heretofore or hereafter
executed in blank by the Secured Parties and delivered to the
Pledgee.  After said written instruction, and without further notice,
the Pledgee shall be admitted as a member of the Issuer without any further
approval of the Pledgor or the Issuer and without any requirement for the
Pledgee to comply with any of the conditions or other requirements of the LLC
Agreement and without conferring upon any member of the Issuer any option
(whether under the LLC Agreement or otherwise) to acquire the membership
interests so transferred to the Pledgee and shall have the exclusive right to
exercise all voting and limited liability company rights with respect to the
Pledged Property, and exercise any and all rights of conversion, redemption,
exchange, subscription or any other rights, privileges, or options pertaining to
the Pledged Property as if the Pledgee were the absolute owner thereof,
including, without limitation, the right to exchange, in its discretion, any and
all of the Pledged Property upon any merger, consolidation, reorganization,
recapitalization or other readjustment with respect thereto.  Upon the
exercise of any such rights, privileges or options by the Pledgee, the Pledgee
shall have the right to deposit and deliver any and all of the Pledged Property
to any committee, depository, transfer agent, registrar or other designated
agency upon such terms and conditions as the Pledgee may determine, all without
liability, except to account for property actually received by the
Pledgee.  However, the Pledgee shall have no duty to exercise any of
the aforesaid rights, privileges or options (all of which are exercisable in the
sole discretion of the Pledgee) and shall not be responsible for any failure to
do so or delay in doing so.

     

    (b)           The
Pledgee may, in its good faith discretion (i) collect, foreclose, receive,
appropriate, setoff and realize upon any and all Pledged Property,
(ii) sell, lease, transfer, assign, deliver or otherwise dispose of any and
all Pledged Property (including entering into contracts with respect thereto,
public or private sales at any exchange, broker’s board, at any office of the
Pledgee or elsewhere) at such prices or terms as the Pledgee may deem
reasonable, for cash, upon credit or for future delivery, with the Pledgee
having the right to purchase the whole or any part of the Pledged Property at
any such public sale, all of the foregoing being free from any right or equity
of redemption of the Pledgor, which right or equity of redemption is hereby
expressly waived and released by the Pledgor (to the extent permitted by
applicable law).  If notice of disposition of Pledged Property is
required by law, ten (10) days prior notice by the Pledgee to the Pledgor
designating the time and place of any public sale or the time after which any
private sale or other intended disposition of Pledged Property is to be made,
shall be deemed to be reasonable notice thereof and any other
notice.  The Pledgee shall apply the cash proceeds of Pledged Property
actually received by the Pledgee from any sale, lease, foreclosure or other
disposition of the Pledged Property to payment of the Obligations then due, in
whole or in part and in accordance with the terms of Section 10 of the Credit
Agreement, and thereafter may hold such proceeds as cash collateral for the
Obligations not then due.  The Pledgor shall remain liable to the
Pledgee and the Secured Parties for the payment of any deficiency with interest
at the highest rate provided for in the Credit Agreement and agrees to indemnify
the Pledgee and the Secured Parties from all costs and expenses of collection or
enforcement incurred in good faith by each of them or on their behalf, including
reasonable attorneys’ fees and expenses, as provided in the Credit
Agreement.

     

    
      
        
        

      

      
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    (c)           The
Pledgor recognizes that the Pledgee may be unable to effect a public sale of all
or part of the Pledged Property by reason of certain prohibitions contained in
the Securities Act of 1933, as amended, as now or hereafter in effect, or in
applicable Blue Sky or other state securities law, as now or hereafter in
effect, but may be compelled to resort to one or more private sales to a
restricted group of purchasers who will be obliged to agree, among other things,
to acquire such Pledged Property for their own account for investment and not
with a view to the distribution or resale thereof.  If at the time of
any sale of the Pledged Property or any part thereof, the same shall not, for
any reason whatsoever, be effectively registered under the Securities Act of
1933 (or other applicable state securities law), as then in effect, the Pledgee
in its sole and absolute discretion is authorized to sell such Pledged Property
or such part thereof by private sale in such manner and under such circumstances
as the Pledgee or its counsel may deem necessary or advisable in order that such
sale may legally be effected without registration.  The Pledgor agrees
that private sales so made may be at prices and other terms less favorable to
the seller than if such Pledged Property were sold at public sale, and that the
Pledgee has no obligation to delay the sale of any such Pledged Property for the
period of time necessary to permit the Issuer, even if the Issuer would agree,
to register such Pledged Property for public sale under such applicable
securities laws.  The Pledgor agrees that any private sales made under
the foregoing circumstances shall be deemed to have been made in a commercially
reasonable manner.

     

    (d)           All
of the rights and remedies of the Pledgee and the Secured Parties, including,
but not limited to, the foregoing and those otherwise arising under this
Agreement, the Credit Agreement and the other Loan Documents, the instruments
comprising the Pledged Property, applicable law or otherwise, shall be
cumulative and not exclusive and shall be enforceable alternatively,
successively or concurrently as the Pledgee may deem expedient.  No
failure or delay on the part of the Pledgee or any Secured Party in exercising
any of its options, powers or rights or partial or single exercise thereof,
shall constitute a waiver of such option, power or right.

     

    8. 
           JURY TRIAL WAIVER; OTHER
WAIVERS AND CONSENTS; GOVERNING LAW

     

    (a)           The
validity, interpretation and enforcement of this Agreement 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 Agreement or any of the other Loan
Documents 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 Agreement
or any of the other Loan Documents 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 (except that
the Pledgee and the Secured Parties shall have the right to bring any action or
proceeding against the Pledgor or its property in the courts of any other
jurisdiction that the Pledgee deems necessary or appropriate in order to realize
on any collateral at any time granted by the Pledgor to the Pledgee or any
Secured Party or to otherwise enforce its rights against the Pledgor or its
property).

     

    
      
        
        

      

      
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    (c)           The
Pledgor hereby irrevocably designates, appoints and empowers CT Corporation as
its designee, appointee and agent to receive, accept and acknowledge for and on
its behalf, and in respect of its property, service of any and all legal process
which may be served in any action or proceeding.  If for any reason CT
Corporation shall cease to be available to act as such, the Pledgor agrees to
designate a new designee, appointee and agent on the terms and for the purposes
of this provision satisfactory to the Pledgee.  The Pledgor hereby
irrevocably consents to the service of process out of any of the courts
mentioned in Section 8(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 set forth in the signature pages hereof.

     

    (d)           THE
PLEDGOR HEREBY WAIVES ANY RIGHT TO TRIAL BY JURY OF ANY CLAIM, DEMAND, ACTION OR
CAUSE OF ACTION (i) ARISING UNDER THIS AGREEMENT 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 AGREEMENT OR ANY OF
THE OTHER LOAN DOCUMENTS 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 AGREEMENT WITH ANY COURT AS WRITTEN
EVIDENCE OF THE CONSENT OF THE PLEDGOR TO THE WAIVER OF ITS RIGHT TO TRIAL BY
JURY.

     

    (e)           Neither
the Pledgee nor any Secured Party shall have any liability to the Pledgor
(whether in tort, contract, equity or otherwise) for losses suffered by the
Pledgor in connection with, arising out of, or in any way related to the
transactions or relationships contemplated by this Agreement, or any act,
omission or event occurring in connection herewith, unless with respect to the
Pledgee or any Secured Party, as applicable, it is determined by a final and
non-appealable judgment or court order binding on the Pledgee or such Secured
Party, as applicable, that the losses were the result of acts or omissions
constituting gross negligence or willful misconduct or bad faith of the Pledgee
or the relevant Secured Party, as applicable.  In any such litigation,
the Pledgee and the Secured Parties shall be entitled to the benefit of the
rebuttable presumption that they acted in good faith and with the exercise of
ordinary care in the performance by them of the terms of the Credit Agreement
and the other Loan Documents.  The Pledgor: (i) certifies that neither
the Pledgee nor any Secured Party nor any representative, agent or attorney
acting for or on behalf of the Pledgee or any Secured Party has represented,
expressly or otherwise, that the Pledgee and the Secured Parties would not, in
the event of litigation, seek to enforce any of the waivers or other agreements
for their benefit provided for in this Agreement or any of the other Loan
Documents and (ii) acknowledges that in entering into this Agreement and the
other Loan Documents, the Pledgee and the Secured Parties are relying upon,
among other things, the waivers and certifications set forth in this Section
8(e) and elsewhere herein and therein.

     

    
      
        
        

      

      
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    9.          
  RELEASE OF
COLLATERAL

     

    (a)           Upon
termination of the Commitments and payment and satisfaction in full (in cash or
other immediately available funds) of all Loans and all other Obligations and,
in respect of contingent Letter of Credit Liabilities, after cash collateral has
been deposited with respect thereto or after such Letter of Credit Liabilities
have been fully guaranteed by Export Development Canada (EDC) on terms in form
and substance acceptable to the Majority Banks in accordance with the terms and
conditions of the Credit Agreement, the Pledged Property shall be released from
the Lien created hereby and this Agreement and all obligations of the Pledgee
and the Pledgor hereunder shall terminate, all without delivery of any
instrument or performance of any act by any Person, and all rights to the
Pledged Property shall revert to the Pledgor.  At the request of the
Pledgor following any such termination, the Pledgee shall deliver to the Pledgor
any Pledged Property held by the Pledgee hereunder and execute and deliver to
the Pledgor such documents as the Pledgor shall reasonably request to evidence
such termination.

     

    (b)           If
the Pledgee, pursuant to the terms of the Credit Agreement or any other Loan
Documents, shall release any Lien upon any Pledged Property, such Pledged
Property shall be released from the Lien created hereby to the extent provided
under, and subject to the terms and conditions set forth in the Credit Agreement
or such other Loan Document.  In connection therewith, the Pledgee, at
the request and of the Pledgor, shall execute and deliver to the Pledgor all
releases or other documents, including, without limitation, UCC amendment or
termination statements, reasonably necessary or desirable for the release of the
Lien created hereby on such Pledged Property.

     

    10.           MISCELLANEOUS

     

    (a)           The
Pledgor authorizes the Pledgee to file or record UCC financing statements with
respect to the Pledged Property with or without the signature of the Pledgor, in
such form and in such offices as the Pledgee reasonably determines appropriate
to perfect the security interests of the Pledgee under this Agreement; provided that nothing
herein shall relieve the Pledgor from its obligation to file or record any UCC
financing or continuation statement with respect to the Pledged
Property.

     

    (b)           The
Pledgor agrees that at any time and from time to time upon the written request
of the Pledgee, the Pledgor shall execute and deliver such further documents, in
form satisfactory to the Pledgee’s counsel, and will take or cause to be taken
such further acts as the Pledgee may request in order to effect the purposes of
this Agreement and perfect or continue the perfection of the security interest
in the Pledged Property granted to the Pledgee hereunder.

     

    (c)           Beyond
the exercise of reasonable care to assure the safe custody of the Pledged
Property (whether such custody is exercised by the Pledgee, or the Pledgee’s
nominee, agent or bailee) the Pledgee or the Pledgee’s nominee agent or bailee
shall have no duty or liability to protect or preserve any rights pertaining
thereto and shall be relieved of all responsibility for the Pledged Property
upon surrendering it to the Pledgor or foreclosure with respect
thereto.

     

    
      
        
        

      

      
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    (d)           All
notices, requests and other communications provided for herein (including,
without limitation, any modifications of, or waivers or consents under, this
Agreement) shall be given or made by fax or other writing and faxed, mailed or
delivered to the intended recipient at the “Address for Notices” specified below
its name on the signature pages hereof.

     

    (e)           All
references to the plural herein shall also mean the singular and to the singular
shall also mean the plural.  All references to the Pledgor, the
Pledgee, any Secured Party and the Issuer pursuant to the definitions set forth
in the recitals hereto, or to any other person herein, shall include their
respective successors and assigns.  The words “hereof,” “herein,”
“hereunder,” “this Agreement” and words of similar import when used in this
Agreement shall refer to this Agreement as a whole and not any particular
provision of this Agreement and as this Agreement now exists or may hereafter be
amended, modified, supplemented, extended, renewed, restated or
replaced.

     

    (f)           This
Agreement shall be binding upon the Pledgor and its respective successors and
assigns and shall inure to the benefit of and be enforceable by the Pledgee and
the Secured Parties and their respective successors, endorsees, transferees and
assigns, except that no Pledgor may assign its rights under this Agreement
without the prior written consent of the Pledgee and the Secured
Parties.  Any such purported assignment without such express prior
written consent shall be void.  The liquidation, dissolution or
termination of the Pledgor shall not terminate this Pledge. The terms and
provisions of this Agreement are for the purpose of defining the relative rights
and obligations of the Pledgor, the Pledgee and the Secured Parties with respect
to the transactions contemplated hereby and there shall be no third party
beneficiaries of any of the terms and provisions of this Agreement.

     

    (g)           If
any provision of this Agreement is held to be invalid or unenforceable, such
invalidity or unenforceability shall not invalidate this Agreement as a whole,
but this Agreement shall be construed as though it did not contain the
particular provision held to be invalid or unenforceable and the rights and
obligations of the parties shall be construed and enforced only to such extent
as shall be permitted by applicable law.

     

    (h)           This
Agreement, any supplements hereto, and any instruments or documents delivered or
to be delivered in connection herewith, represents the entire agreement and
understanding of the parties hereto concerning the subject matter hereof, and
supersedes all other prior agreements, understandings, negotiations and
discussions, commitments, proposals, offers and contracts concerning the subject
matter hereof, whether oral or written.  In the event of any
inconsistency between the terms of this Agreement and any exhibit hereto, the
terms of this Agreement shall govern.

     

    (i)           Neither
this Agreement nor any provision hereof shall be amended, modified, waived or
discharged orally or by course of conduct, but only by a written agreement
signed by an authorized officer of the Pledgee.  The Pledgee shall not
by any act, delay, omission or otherwise be deemed to have expressly or
impliedly waived any of its rights, powers and/or remedies unless such waiver
shall be in writing and signed by an authorized officer of the
Pledgee.  Any such waiver shall be enforceable only to the extent
specifically set forth therein.  A waiver by the Pledgee of any right,
power and/or remedy on any one occasion shall not be construed as a bar to or
waiver of any such right, power and/or remedy that the Pledgee would otherwise
have on any future occasion, whether similar in kind or otherwise.

     

    
      
        
        

      

      
        -10-

        
          

        

      

      
        
        

      

    

     

    (j)           This
Agreement may be executed in any number of counterparts, each of which shall be
an original, but all of which taken together shall constitute one and the same
agreement. Delivery of an executed counterpart of this Agreement by
telefacsimile or electronic delivery shall have the same force and effect as the
delivery of an original executed counterpart of this Agreement.  Any
party delivering an executed counterpart of this Agreement by telefacsimile or
electronic transmission shall also deliver an original executed counterpart, but
the failure to do so shall not affect the validity, enforceability or binding
effect of this Agreement.

     

    (k)           The
Pledgor agrees that, if pursuant to Section 9.16 of the Credit Agreement, it
shall be required to cause a Subsidiary to become a pledgor hereunder, or if for
any reason the Pledgor desires any such Subsidiary to become a pledgor
hereunder, such Subsidiary shall execute and deliver to Pledgee a Pledge
Agreement Supplement in substantially the form of Exhibit A (a “Pledge Supplement”)
attached hereto and shall thereafter for all purposes be a party hereto and have
the same rights, benefits and obligations as a pledgor party hereto as if
originally named as a pledgor herein.  The rights and obligations of
the Pledgor hereunder shall remain in full force and effect notwithstanding the
addition of any new pledgor as a party to this Agreement.


     

    [Signature
page follows.]

     

    
      
        
        

      

      
        -11-

        
          

        

      

      
        
        

      

    

     

    IN WITNESS WHEREOF, the parties have
executed this Agreement as of the day and year first above
written.


    
       

      
        
          
            
              	
                      PLEDGOR

                    
	 
      
	
                      GTE
      COLOMBIA HOLDINGS LLC

                    
	 
      
	
                      By:  Gran
      Tierra Energy Cayman Islands II Inc., the General Manager and the Manager
      of Series 1, Series 2 and Series 3 of GTE Colombia Holdings
      LLC

                    


            

          

        

      

      


      
        
          
            
              
                	
                        By: 

                      	   
      /s/ Martin Eden
	
                        Name:
      Martin Eden

                      
	
                        Title:
      Chief Financial
Officer

                      


              

            

          

        

      

      


      
        
          	
                  By:
      Gran Tierra Energy Inc., the Manager of Series 4, Series 5, Series 6,
      Series 7, Series 8 and Series 9 of GTE Colombia Holdings
    LLC

                


        

      

       

      
        
          
            
              
                
                  	
                          By: 
      

                        	    
      /s/ Martin Eden
	
                          Name:
      Martin Eden

                        
	
                          Title:
      Authorized
Person

                        


                

              

            

          

        

      

      


      
        
          	
                  Address
      for Notices:

                


        

      

      


      
        
          
            
              	
                      c/o
      Gran Tierra Energy Inc.

                    
	
                      300,
      611-10th
      Avenue SW

                    
	
                      Calgary,
      Alberta

                    
	
                      Canada
      T2R 0B2

                    
	
                      Attention:

                    	
                      Chief
      Financial Officer

                    
	
                      Tel:

                    	
                      +1
      (403) 265 3221

                    
	
                      Fax:

                    	
                      +1
      (403) 265 3242

                    
	
                      Email:

                    	
                      martineden@grantierra.com

                    


            

          

        

      

    

     

    GP Pledge
Agreement

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
      


      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      	
                                              PLEDGEE

                                            
	 
	
                                              STANDARD
      BANK PLC,

                                              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

                                            


                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

      


      
        
          
            	
                    Address
      for Notices:

                  
	 
      
	
                    5th
      Floor, Cannon Bridge House

                  
	
                    25
      Dowgate Hill

                  
	
                    London
      EC4R 2SB

                  
	
                    Attention:

                  	
                    Howard
      Baldock

                  
	
                    Tel:

                  	
                    +44
      (0) 20 7815 2701

                  
	
                    Fax:

                  	
                    +44
      (0) 20 7815 4032

                  
	
                    Email:

                  	
                    howard.baldock@standardbank.com
      and

                  
	 
      	
                    london-loansadmin@standardbank.com

                  


          

        

      

      


      
        
          
            	
                    With
      a copy to:

                  
	 
      
	
                    320
      Park Avenue, 19th floor

                  
	
                    New
      York, NY 10022

                  
	
                    United
      States of America

                  
	
                    Attention:

                  	
                    Maria
      Ivulic

                  
	
                    Tel:

                  	
                    +1
      (212) 407 5164

                  
	
                    Fax:

                  	
                    +1
      (212) 407 5178

                  
	
                    Email:

                  	
                    maria.ivulic@standardny.com

                  


          

        

      

       

      GP
Pledge Agreement

    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    EXHIBIT A
TO

    GP PLEDGE
AGREEMENT

    


    FORM
OF

    PLEDGE
SUPPLEMENT

    


    This PLEDGE SUPPLEMENT, dated as
of  __________, _____ (this “Supplement”),
supplements the GP Pledge Agreement, dated as of January 1, 2009 (as amended,
supplemented, amended and restated or otherwise modified from time to time, the
“Pledge
Agreement”), among the initial signatories thereto and each other Person
which from time to time thereafter became a party thereto pursuant to Section 10(k) thereof
(each, individually, a “Pledgor” and,
collectively, the “Pledgors”), in favor
of the Pledgee and the Secured Parties in respect of membership interests in
ARGOSY ENERGY, LLC, a limited liability company organized under the laws of the
State of Delaware (f/k/a Argosy Energy Corp., a Delaware corporation)
(Registered No. 3234977).


    


    WITNESSETH:

    


    WHEREAS, capitalized terms used herein
and not otherwise defined herein shall have the meanings assigned to such terms
in the Pledge Agreement;

    


    WHEREAS, the Pledge Agreement provides
that additional parties may become pledgors under the Pledge Agreement by
execution and delivery of an instrument in the form of this
Supplement;

    


    WHEREAS, pursuant to the provisions of
Section 10(k)
of the Pledge Agreement, the undersigned is becoming a pledgor under the Pledge
Agreement; and

    


    WHEREAS, the undersigned desires to
become a pledgor under the Pledge Agreement in order to induce the Banks to
continue to make Loans and provide other financial accommodations under the
Credit Agreement and to induce the Designated Hedge Counterparty to continue to
provide financial accommodations under the Designated Hedging Agreement as
consideration therefor;

    


    NOW, THEREFORE, the undersigned agrees,
for the benefit of the Pledgee and the Secured Parties, as follows:

    


    SECTION 1.  In accordance
with the Pledge Agreement, the undersigned by its signature below becomes a
pledgor under the Pledge Agreement with the same force and effect as if it were
an original signatory thereto as a pledgor and the undersigned hereby (a) agrees
to all the terms and provisions of the Pledge Agreement applicable to it as a
pledgor thereunder and (b) represents and warrants that the representations and
warranties set forth in Section 4 of the
Pledge Agreement are true and correct with respect to the undersigned on and as
of the date hereof, except as otherwise disclosed to the
Pledgee.   In furtherance of the foregoing, each reference to a
“Pledgor” in the Pledge Agreement shall be deemed to include the
undersigned.

     

    
      
        
        

      

      
        A-1

        
          

        

      

      
        
        

      

    

     

    SECTION 2.  The undersigned
hereby represents and warrants that this Supplement has been duly authorized,
executed and delivered by the undersigned and constitutes a legal, valid and
binding obligation of the undersigned, enforceable against it in accordance with
its terms.

    


    SECTION 3.  Except as
expressly supplemented hereby, the Pledge Agreement shall remain in full force
and effect in accordance with its terms.

    


    SECTION 4.  In the event any
one or more of the provisions contained in this Supplement should be held
invalid, illegal or unenforceable in any respect, the validity, legality and
enforceability of the remaining provisions contained herein and in the Pledge
Agreement shall not in any way be affected or impaired.

    


    SECTION 5.  Without limiting
the provisions of the Credit Agreement (or any other Loan Document, including
the Pledge Agreement), the undersigned agrees to reimburse the Pledgee and each
Secured Party for its reasonable out-of-pocket expenses in connection with this
Supplement, including attorneys’ fees and expenses of the Pledgee and the
Secured Parties.

    


    SECTION 6.  THE VALIDITY,
INTERPRETATION AND ENFORCEMENT OF THIS SUPPLEMENT AND ANY DISPUTE ARISING OUT OF
THE RELATIONSHIP BETWEEN THE PLEDGOR AND 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.

     

    
      
        
        

      

      
        A-2

        
          

        

      

      
        
        

      

    

     

    SECTION 7.  WITHOUT LIMITING
THE EFFECT OF SECTION
8 OF THE PLEDGE AGREEMENT, THE UNDERSIGNED 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
PLEDGEE MAY ELECT, AND WAIVES ANY OBJECTION BASED ON VENUE OR FORUM NON CONVENIENS WITH
RESPECT TO ANY ACTION INSTITUTED THEREIN ARISING UNDER THIS PLEDGE AGREEMENT OR
ANY OF THE OTHER LOAN DOCUMENTS OR IN ANY WAY CONNECTED WITH OR RELATED OR
INCIDENTAL TO THE DEALINGS OF THE PLEDGOR AND PLEDGEE OR ANY SECURED PARTY IN
RESPECT OF THIS PLEDGE AGREEMENT OR ANY OF THE OTHER LOAN DOCUMENTS 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 (EXCEPT THAT PLEDGEE AND THE SECURED PARTIES SHALL HAVE
THE RIGHT TO BRING ANY ACTION OR PROCEEDING AGAINST THE PLEDGOR OR ITS PROPERTY
IN THE COURTS OF ANY OTHER JURISDICTION WHICH THE PLEDGEE DEEMS NECESSARY OR
APPROPRIATE IN ORDER TO REALIZE ON ANY COLLATERAL AT ANY TIME GRANTED BY THE
BORROWER OR THE PLEDGOR TO PLEDGEE OR ANY SECURED PARTY OR TO OTHERWISE ENFORCE
ITS RIGHTS AGAINST THE PLEDGOR OR ITS PROPERTY).  THE UNDERSIGNED
HEREBY IRREVOCABLY DESIGNATES, APPOINTS AND EMPOWERS CT CORPORATION AS ITS
DESIGNEE, APPOINTEE AND AGENT TO RECEIVE, ACCEPT AND ACKNOWLEDGE FOR AND ON ITS
BEHALF, AND IN RESPECT OF ITS PROPERTY, SERVICE OF ANY AND ALL LEGAL PROCESS
WHICH MAY BE SERVED IN ANY ACTION OR PROCEEDING.  IF FOR ANY REASON CT
CORPORATION SHALL CEASE TO BE AVAILABLE TO ACT AS SUCH, THE UNDERSIGNED AGREES
TO DESIGNATE A NEW DESIGNEE, APPOINTEE AND AGENT ON THE TERMS AND FOR THE
PURPOSES OF THIS PROVISION SATISFACTORY TO THE PLEDGEE.  THE
UNDERSIGNED HEREBY IRREVOCABLY CONSENTS TO THE SERVICE OF PROCESS OUT OF ANY OF
THE AFOREMENTIONED COURTS IN ANY SUCH ACTION OR PROCEEDING BY CERTIFIED MAIL
(RETURN RECEIPT REQUESTED) DIRECTED TO ITS ADDRESS SET FORTH ON THE SIGNATURE
PAGES HEREOF AND SERVICE SO MADE SHALL BE DEEMED TO BE COMPLETED FIVE (5) DAYS
AFTER THE SAME SHALL HAVE BEEN SO DEPOSITED IN THE U.S. MAILS, OR, AT PLEDGEE’S
OPTION, BY SERVICE UPON THE PLEDGOR IN ANY OTHER MANNER PROVIDED UNDER THE RULES
OF ANY SUCH COURTS.  WITHIN SIXTY (60) DAYS AFTER SUCH SERVICE, THE
PLEDGOR SO SERVED SHALL APPEAR IN ANSWER TO SUCH PROCESS, FAILING WHICH THE
PLEDGOR SHALL BE DEEMED IN DEFAULT AND JUDGMENT MAY BE ENTERED BY THE PLEDGEE
AGAINST THE PLEDGOR FOR THE AMOUNT OF THE CLAIM AND OTHER RELIEF
REQUESTED.

    


    SECTION 8.  WITHOUT LIMITING
THE EFFECT OF SECTION
8 OF THE PLEDGE AGREEMENT, THE UNDERSIGNED HEREBY WAIVES ANY RIGHT TO
TRIAL BY JURY OF ANY CLAIM, DEMAND, ACTION OR CAUSE OF ACTION (i) ARISING
UNDER THIS SUPPLEMENT 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 SUPPLEMENT OR ANY OF THE OTHER LOAN DOCUMENTS 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 UNDERSIGNED 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 PLEDGEE MAY FILE AN ORIGINAL
COUNTERPART OF A COPY OF THIS AGREEMENT WITH ANY COURT AS WRITTEN EVIDENCE OF
THE CONSENT OF THE UNDERSIGNED TO THE WAIVER OF ITS RIGHT TO TRIAL BY
JURY.

     

    
      
        
        

      

      
        A-3

        
          

        

      

      
        
        

      

    

     

    SECTION 9.  This Supplement
hereby incorporates by reference the provisions of the Pledge Agreement, which
provisions are deemed to be a part hereof, and this Supplement shall be deemed
to be a part of the Pledge Agreement.

    


    SECTION 10.  This Supplement
may be executed in any number of counterparts, each of which shall be an
original, but all of which taken together shall constitute one and the same
agreement.  Delivery of an executed counterpart of this Supplement by
telefacsimile shall have the same force and effect as the delivery of an
original executed counterpart of this Supplement.  Any party
delivering an executed counterpart of this Supplement by telefacsimile shall
also deliver an original executed counterpart, but the failure to do so shall
not affect the validity, enforceability or binding effect of this
Supplement.

    


    
      
        
        

      

      
        A-4

        
          

        

      

      
        
        

      

    

    


    IN WITNESS WHEREOF, the parties hereto
have caused this Supplement to the Pledge Agreement to be duly executed and
delivered by their respective officers thereunto duly authorized as of the day
and year first above written.

     

    
      
        
          
            
              
                
                  	
                          [NAME
      OF ADDITIONAL PLEDGOR]

                        
	 
      
	
                          By: 

                        	 
      
	
                          Name:

                        
	
                          Title:

                        	 
      
	 
      	 
      
	
                          Address:

                        


                

              

            

          

        

      

    

    


    ACCEPTED
BY:

    


    STANDARD
BANK PLC

    for the
benefit of the Secured Parties


    


    
      
        
          
            
              
                	
                        By: 

                      	 
      
	
                        Name:

                      
	
                        Title:

                      


              

            

          

        

      

    

    


    
      
        
        

      

      
        A-5