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Shareholder Support Agreement

Shareholder Agreement

Shareholder Support Agreement | Document Parties: GRAN TIERRA ENERGY, INC. You are currently viewing:
This Shareholder Agreement involves

GRAN TIERRA ENERGY, INC.

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Title: Shareholder Support Agreement
Date: 8/1/2008
Industry: Oil and Gas Operations     Sector: Energy

Shareholder Support Agreement, Parties: gran tierra energy  inc.
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July ____, 2008

 

CONFIDENTIAL

 

 


(Please print full name)

 

 


(Please print full address, including postal code)

 

 


 

 

 


(Facsimile number)

 

Dear Sirs:

 

Re:

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

 

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

 

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

 

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

 

ARTICLE 1   

 

THE ARRANGEMENT

 

1.1  

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

 

(a)  

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

 

(b)  

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

 

 

 


- 2 -

 

1.2  

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

 

ARTICLE 2

AGREEMENT TO VOTE

 

2.1  

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

 

ARTICLE 3

REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE SHAREHOLDER

 

3.1  

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

 

(a)  

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

 

(b)  

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

 

(c)  

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

 

(d)  

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

 

 

 


- 3 -

 

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

 

3.2  

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

 

(a)  

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

 

(b)  

enter into or participate in any negotiations or initiate any discussion regarding an Solana Acquisition Proposal, or furnish to any other person any information with respect to Solana's business, properties, operations, prospects or conditions (financial or otherwise) in connection with an Solana Acquisition Proposal or otherwise cooperate in any way with, or assist or participate in, facilitate or encourage, any effort or attempt of any other person to do or seek to do any of the foregoing; or

 

(c)  

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

 

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

 

3.3  

The Shareholder covenants and agrees with each of Gran Tierra and ExchangeCo that so long as the Shareho


 
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