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Shareholder Support Agreement Respecting the
Arrangement Involving Solana Resources Limited, Gran Tierra Energy
Inc. and Gran Tierra ExchangeCo Inc.
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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:
THE
ARRANGEMENT
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1.1
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Subject to the
applicable terms and conditions set out in the Arrangement
Agreement:
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(a)
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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
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(b)
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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).
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1.2
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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.
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ARTICLE
2
AGREEMENT TO
VOTE
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2.1
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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
").
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ARTICLE
3
REPRESENTATIONS, WARRANTIES
AND COVENANTS OF THE SHAREHOLDER
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3.1
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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:
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(a)
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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;
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(b)
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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;
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(c)
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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
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(d)
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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.
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The foregoing
representations and warranties will be true and correct on the date
hereof and on the date of completion of the Arrangement.
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3.2
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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:
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(a)
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solicit,
facilitate, initiate or encourage or take any action to solicit,
facilitate or encourage any Solana Acquisition Proposal;
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(b)
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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
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(c)
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take any action
that might reasonably be expected to reduce the likelihood of
success of the Arrangement,
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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).
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3.3
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The Shareholder
covenants and agrees with each of Gran Tierra and ExchangeCo that
so long as the Shareho
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