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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 (" GT Shares ") of Gran Tierra
Energy Inc. (" GT ") as set forth on the signature
page hereof.
Pursuant to an
arrangement agreement to be dated on or about July 28, 2008 (the "
Arrangement Agreement ") among Solana Resources
Limited (" Solana "), GT and Gran Tierra
Exchangeco Inc. (" Exchangeco "), GT 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 Solana 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
AGREEMENT TO
VOTE
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1.1
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Subject to
Article 4, 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 resolutions to facilitate the Arrangement at the
GT Stockholder Meeting (the " Meeting ") and, in
the case of Subject Securities voted by proxy, to submit the proxy
for such Subject Securities in favour of such resolutions and
provide a copy thereof to Solana at least ten days prior to the
date of the Meeting. For the purposes hereof, " Subject
Securities " means all of the GT Shares that the
Shareholder beneficially owns or over which it exercises control or
direction (the " Presently Held Securities ") and
any additional GT Shares that the Shareholder may hereafter become
the beneficial owner of or exercise control or direction over (the
" After Acquired Securities ").
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ARTICLE
2
REPRESENTATIONS, WARRANTIES
AND COVENANTS OF THE SHAREHOLDER
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2.1
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The Shareholder
represents and warrants to Solana, and acknowledges that Solana 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
Solana, this Shareholder Support Agreement is a legal, valid and
binding obligation of the Shareholder enforceable by Solana 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
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(d)
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the Presently
Held Securities represent all of the GT Shares beneficially owned
or over which the Shareholder exercises control or
direction.
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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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2.2
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The Shareholder
covenants and agrees with Solana that the Shareholder will not, and
will use its reasonable commercial efforts to cause its
representatives and advisors not to, directly or indirectly 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 GT, the foregoing
provisions of this Section 2.2 shall not restrict the Shareholder
from discharging his or her fiduciary duties to GT as a director or
officer (or both).
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2.3
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The Shareholder
covenants and agrees with Solana that so long as the Shareholder is
required to vote the Subject Securities in favour of the
Arrangement hereunder, that:
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(a)
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except as
contemplated herein, it shall not sell, assign, convey, otherwise
dispose of or pledge, charge, encumber or grant a security interest
in or grant to any other person any interest in any of the Subject
Securities;
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(b)
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it shall not
exercise any shareholder rights or remedies available at common law
or pursuant to applicable securities or corporate laws to delay,
hinder, upset or challenge the Arrangement;
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(c)
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it shall
exercise all voting rights attached to the Subject Securities to
vote against any resolution to be considered by the securityholders
of GT that, if approved, could reasonably be considered to reduce
the likelihood of success of the Arrangement;
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(d)
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it shall
exercise all voting rights attached to the Subject Secur
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