Common use of Plan of Arrangement Clause in Contracts

Plan of Arrangement. As promptly as practicable after the preliminary Joint Proxy Statement (as hereinafter defined) is cleared by the U.S. Securities and Exchange Commission (the “SEC”), Solana will apply to the Court pursuant to Section 193 of the Business Corporations Act (Alberta), as amended, (the “ABCA”) for an interim order of the Court under Subsection 193(4) of the ABCA containing declarations and directions with respect to the Arrangement (as hereinafter defined), in form and substance reasonably satisfactory to Gran Tierra (such order as it may be affirmed, amended or modified by the Court, the “Interim Order”) providing for, among other things, the calling and holding of the Solana Securityholders Meeting (as hereinafter defined) for the purpose of considering and, if deemed advisable, approving the arrangement (the “Arrangement”) pursuant to Section 193 of the ABCA and pursuant to this Agreement and the Plan of Arrangement substantially in the form of Exhibit A (as amended or supplemented from time to time in accordance with Article 6 thereof, the “Plan of Arrangement”). If the Solana Securityholders approve the Arrangement and all necessary approvals of Gran Tierra stockholders are obtained, Solana will take the necessary steps to submit the Arrangement to the Court and apply for a final order of the Court approving the Arrangement pursuant to Subsection 193(9)(a) of the ABCA, in form and substance reasonably satisfactory to Gran Tierra (such order as it may be affirmed, amended or modified by the Court, (the “Final Order”). Upon issuance of the Final Order and subject to satisfaction or waiver (in respect of those conditions that can be waived) of the conditions precedent in Article 6, each of Gran Tierra and Gran Tierra Exchangeco on the one hand and Solana on the other hand shall execute and deliver such closing documents and instruments and forthwith proceed to file the articles of arrangement in respect of the Arrangement required under Subsection 193(10) of the ABCA to be sent to the Registrar after the Final Order has been granted (the date of such filing, the “Effective Date”), giving effect to the Arrangement (the “Articles of Arrangement”), the Final Order and such other documents as may be required to give effect to the Arrangement with the Registrar pursuant to Subsection 193(9) of the ABCA, whereupon the transactions comprising the Arrangement shall occur (the time of such filing, the “Effective Time”) and shall be deemed to have occurred in the order set out therein without any further act or formality.

Plan of Arrangement. As promptly as practicable after the preliminary Joint Proxy Statement (as hereinafter defined) is cleared by the U.S. Securities and Exchange Commission (the “SEC”)execution of this Agreement, Solana Chauvco will apply to the Court of Queen's Bench of Alberta (the "Court") pursuant to Section 193 Part 15 of the Business Corporations Act (Alberta), as amended, ) (the “"ABCA”") for an interim order of (the Court under Subsection 193(4) of the ABCA containing declarations and directions with respect to the Arrangement (as hereinafter defined), in form and substance reasonably satisfactory to Gran Tierra (such order as it may be affirmed, amended or modified by the Court, the “"Interim Order”") providing for, among other things, the calling and holding of the Solana Securityholders Chauvco Meeting (as hereinafter defined) for the purpose of considering and, if deemed advisable, approving the arrangement (the “"Arrangement”") pursuant to Section 193 under Part 15 of the ABCA and pursuant to this Agreement and the Plan of Arrangement substantially in the form of Exhibit A hereto (as amended or supplemented from time to time in accordance with Article 6 thereof, the “"Plan of Arrangement”"). If the Solana Securityholders Chauvco shareholders approve the Arrangement and all necessary approvals of Gran Tierra stockholders are obtainedArrangement, Solana thereafter Chauvco will take the necessary steps to submit the Arrangement to the Court and apply for a final order of the Court approving the Arrangement pursuant to Subsection 193(9)(a) of in such fashion as the ABCA, in form and substance reasonably satisfactory to Gran Tierra (such order as it Court may be affirmed, amended or modified by the Court, direct (the “"Final Order”). Upon issuance ") and file Articles of the Final Order and subject to satisfaction or waiver (in respect of those conditions that can be waived) of the conditions precedent in Article 6, each of Gran Tierra and Gran Tierra Exchangeco on the one hand and Solana on the other hand shall execute and deliver such closing documents and instruments and forthwith proceed to file the articles of arrangement Arrangement in respect of the Arrangement required Arrangement. At 12:01 a.m. (the "Effective Time") on the date (the "Effective Date") shown on the certificate of arrangement issued by the Registrar under Subsection 193(10) of the ABCA to be sent to the Registrar after the Final Order has been granted (the date of such filing, the “Effective Date”), giving effect to the Arrangement (which shall be within 60 days after the “Articles date of Arrangement”the Final Order), the Final Order and such other documents as may be required to give effect to the Arrangement with the Registrar pursuant to Subsection 193(9) of the ABCA, whereupon the transactions comprising the Arrangement following shall occur (the time of such filing, the “Effective Time”) and shall be deemed to have occurred occur in the following order set out therein without any further act or formality.: (a) Chauvco shall subscribe for that number of common shares in the capital of Chauvco Resources International Ltd. ("CRI") as is equal to (i) the number of common shares of Chauvco (the "Chauvco Common Shares") which are issued and outstanding three trading days prior to the Effective Date (the "Record Date"), (ii) plus that number of Chauvco Common Shares which all Optionholders (as hereinafter defined) would otherwise be entitled to acquire on the exercise of their Chauvco Options (as hereinafter defined) on a fully vested basis on the Record Date, (iii) less that number of common shares of CRI then held by Chauvco, and (iv) less that number of Chauvco Common Shares held by shareholders who have exercised their rights of dissent in accordance with the Plan of Arrangement and who are ultimately entitled to be paid the fair value for such shares. The subscription price for the common shares of CRI shall be paid for in cash in the aggregate amount equal to US$5,000,000 plus the fair market value on the Effective Date (as determined and adjusted in accordance with Section 7.7) of the Gabon Securities (as hereinafter defined); (b) CRI shall purchase from CR International Limited ("CR"), a wholly-owned subsidiary of Chauvco, for cash in an aggregate amount equal to the fair market value thereof on the Effective Date (as determined in accordance with Section 7.7), (i) all of the issued and outstanding securities of Chauvco Resources (Gabon) S.A., Chauvco Resources (Gabon-Ngalo) S.A., Chauvco Resources (Gabon-Maga) S.A., Chauvco Resources (Gabon-Avomo) S.A. and CR Trading Co. Ltd. (collectively, the "Gabon Subsidiaries"), (ii) 75% of the issued and outstanding securities of Westoil Marine & Transport Co. Ltd. ("Westoil"), and (iii) all of its rights under a loan in the amount of U.S. $909,421.60 made by CR to Olympic Marine Services International, Inc. (which owns the remaining 25% of the issued and outstanding securities of Westoil), any and all advances made by CR to Westoil, and any and all advances made by Chauvco (all of which shall have first been assigned by Chauvco to CR) to the Gabon Subsidiaries and Westoil (such securities in Section 1.1(b)(i), (ii) and (iii) collectively, the "Gabon Securities"); (c) Chauvco shall transfer, assign and convey to CRI, in consideration for $1.00, all of Chauvco's right, title, benefit and interest in and to any and all trademarks (including registrations and applications therefor), trade names and the internet domain name "chauxxx.xxx" xxned by Chauvco as at the Effective Time, and the other assets and property which are set out in Exhibit F; (d) US Co Sub (as hereinafter defined) shall purchase from Chauvco all of the issued and outstanding common shares of CRI (the "CRI Shares") in consideration of the payment by way of promissory note of US Co Sub to Chauvco in an amount equal to the subscription price paid for such CRI Shares by Chauvco under Section 1.1(a); (e) each of the outstanding options to purchase Chauvco Common Shares which has not been exercised prior to the Record Date (collectively, the "Chauvco Options") (which includes all outstanding options granted under Chauvco's stock option plan as amended and restated on November 10, 1995 (the "Chauvco Option Plan")) will vest, if not already vested, and be transferred to US Co Sub in consideration for one (1) CRI Share and, in accordance with the election of each holder thereof (the "Optionholder") and the remainder of this Section 1.1(e) and Section 1.1(f), a number of shares of US Co common stock ("US Co Common Stock") determined in accordance with the Exchange Ratio (as hereinafter defined) in which event, in addition to transferring the Chauvco Options to US Co Sub, the Optionholder will be required to make a payment to US Co Sub (the "Option Payment") in an amount equal to the aggregate exercise price which the Optionholder would otherwise be required to pay on the exercise of such options. As an alternative to making the Option Payment, Optionholders will be entitled to elect to reduce the number of shares of US Co Common Stock to be received by the number obtained by dividing the Option Payment by the US Co Stock Price, as defined in Section 1.3 (converted into Canadian dollars using the Currency Exchange Rate (as hereinafter defined)). Each Optionholder will receive only a whole number of shares of US Co Common Stock resulting from the transfer of his Chauvco Options. In lieu of fractional shares of US Co Common Stock, each Optionholder who would otherwise be entitled to receive such fractional shares shall be paid by US Co Sub an amount determined in accordance with the Plan of Arrangement in full satisfaction of such fractional entitlement; (f) an Optionholder electing to make the Option Payment and receive the applicable number of shares of US Co Common Stock under Section 1.1(e) above shall give effect to the election by depositing with Montreal Trust Company of Canada (the "Depositary"), prior to the date which is two (2) days prior to the date of the Chauvco Meeting (the "Election Deadline"), a duly completed letter of transmittal and election form (the "Option Letter of Transmittal and Election Form") in the form provided by Chauvco along with the proxy materials indicating such holder's election and by agreeing to pay the Option Payment to the Depositary as agent for US Co Sub. Coincident with the receipt of the CRI Shares and shares of US Co Common Stock, such Optionholder shall pay the Option Payment to the Depositary as agent for US Co Sub less any amounts receivable by such Optionholder in connection with fractional entitlements under the Plan of Arrangement. In the event that an Optionholder who has elected to make the Option Payment fails to make the Option Payment on or before the delivery of the securities to the Optionholder, the Depositary shall be entitled to sell all or any portion of the shares of US Co Common Stock held on behalf of such Optionholder to satisfy the Option Payment and remit the same to US Co Sub. In the event that an Optionholder has failed to make an election in the Option Letter of Transmittal and Election Form pursuant to this paragraph, such Optionholder shall be deemed to have elected the option to receive less shares of US Co Common Stock by not making the Option Payment; (g) each of the outstanding Chauvco Common Shares will be transferred to US Co Sub in consideration for one (1) CRI Share and, at the election of the holders of the Chauvco Common Shares: (i) a number of shares of US Co Common Stock determined in accordance with the Exchange Ratio. Each such holder of Chauvco Common Shares will receive only a whole number of shares of US Co Common Stock resulting from the transfer of such holder's Chauvco Common Shares to US Co Sub. In lieu of fractional shares of US Co Common Stock, each holder of a Chauvco Common Share who otherwise would be entitled to receive such fractional share shall be paid by US Co Sub an amount determined in accordance with the Plan of Arrangement in full satisfaction of such fractional entitlement; or (ii) a number of shares of Exchangeable Shares determined in accordance with the Exchange Ratio. Each such holder of Chauvco Common Shares will receive only a whole number of Exchangeable Shares resulting from the transfer of such holder's Chauvco Common Shares to US Co Sub. In lieu of fractional Exchangeable Shares, each holder of a Chauvco Common Share who otherwise would be entitled to receive such fractional share shall be paid by US Co Sub an amount determined in accordance with the Plan of Arrangement in full satisfaction of such fractional entitlement; (h) a holder of Chauvco Common Shares shall give effect to the election in Section 1.1(g) above by depositing with the Depositary, prior to the Election Deadline, a duly completed letter of transmittal and election form (the "Letter of Transmittal and Election Form") in the form provided by Chauvco along with the proxy materials indicating such holder's election. In the event that a holder of Chauvco Common Shares has failed to validly make an election under Section 1.1(g) in the Letter of Transmittal and Election Form pursuant to this paragraph, such holder shall be deemed to have elected the option under Section 1.1(g)(i). Notwithstanding any provision to the contrary, holders of Chauvco Common Shares who are not residents of Canada for the purposes of the Income Tax Act (Canada) (the "ITA") will not be entitled to elect to receive Exchangeable Shares under Section 1.1(g)(ii); (i) upon the transfer of shares referred to in Section 1.1(g) above: (i) each holder of a Chauvco Common Share shall cease to be such a holder, shall have his name removed from the register of holders of Chauvco Common Shares and shall become a holder of the number of fully paid CRI Shares and Exchangeable Shares or shares of US Co Common Stock to which he is entitled as a result of the transfer of shares referred to in Section 1.1(g) and such holder's name shall be added to the register of holders of such securities accordingly; and (ii) US Co Sub shall become the legal and beneficial owner of all of the Chauvco Common Shares so transferred; (j) holders of Chauvco Common Shares who are residents of Canada for the purposes of the ITA shall be entitled to make an income tax election pursuant to subsection 85(1) of the ITA with respect to the transfer of their Chauvco Common Shares to US Co Sub referred to in Section 1.1(g)(ii) by providing two signed copies of the necessary election forms to US Co Sub within 90 days following the Effective Date, duly completed with the details of the number of shares transferred and the applicable agreed amounts for the purposes of such elections. Thereafter, subject to the election forms complying with the provisions of the ITA, the forms will be signed by US Co Sub and returned to such holders of Chauvco Common Shares for filing with Revenue Canada, Customs, Excise and Taxation; and (k) US Co Sub shall be continued as a corporation under the ABCA and its Articles of Continuance shall include the items set forth in Exhibit G.

Plan of Arrangement. As promptly MDA agrees that it shall, as practicable after the preliminary Joint Proxy Statement (soon as hereinafter defined) is cleared by the U.S. Securities and Exchange Commission (the “SEC”)reasonably practical, Solana will apply to the Supreme Court of British Columbia (the "Court") pursuant to Section 193 192 of the Canada Business Corporations Act (Alberta)Act, as amended, amended (the “ABCA”"CBCA") for an interim order of the Court under Subsection 193(4) of the ABCA containing declarations and directions with respect to the Arrangement (as hereinafter defined), in form and substance reasonably satisfactory to Gran Tierra Orbital (such order as it may be affirmed, amended or modified by the Court, the “"Interim Order”") providing for, among other things, the calling and holding of a special meeting of the Solana Securityholders Meeting shareholders of MDA (voting together as hereinafter definedone class) and the holders of options to purchase MDA Common Shares pursuant to the MDA Key Employee Stock Option Plan 1988 or the MDA Employee Stock Option Plan 1988 (collectively, the "MDA 1988 Options") (voting separately from the shareholders of MDA as a second class) for the purpose of considering and, if deemed advisable, approving a plan of arrangement involving MDA and Acquisition substantially in the arrangement form attached as Exhibit 2.1 (the “"Arrangement”" or "Plan of Arrangement"), the principal terms of which include: 2.1.1. the designation and authorization of a class of preferred stock of Acquisition (the "Exchangeable Shares") pursuant that will have the rights, privileges and restrictions, and be subject to Section 193 the conditions, set forth in Appendix A of the ABCA and pursuant to this Agreement and the Plan of Arrangement Arrangement; 2.1.2. an exchange of shares whereby (i) all outstanding common shares of MDA ("MDA Common Shares"), other than MDA Common Shares held by holding companies referred to in clause (ii) of this subsection, together with all rights (the "Rights") associated with such MDA Common Shares under that certain Amended and Restated Shareholder Protection Rights Plan Agreement dated as of August 27, 1992 as amended through the date hereof, between MDA and Montreal Trust Company of Canada, shall be exchanged for the number of Exchangeable Shares per MDA Common Share equal to the quotient (the "Exchange Ratio") of U.S.$5.41 divided by the average closing sales price of Orbital common stock, par value U.S.$ .01 per share (the "Orbital Common Shares"), for the twenty trading days ending on the date four trading days prior to the Effective Date, as reported on the Nasdaq National Market System (the "Average Closing Price"), provided, however, that in no event shall the Exchange Ratio be less than .2705 or greater than .3607; and (ii) all outstanding shares of each newly formed holding company with no assets other than MDA Common Shares (together with all Rights) and all of the shares of which are owned by a party who has entered into an agreement with Acquisition substantially in the form of Exhibit A 2.1.2 hereto (a "Holding Company Agreement") pursuant to the provisions of Section 2.5 hereof and has performed such agreement to the satisfaction of Acquisition in its sole discretion, will be exchanged for a number of Exchangeable Shares equal to the product of the Exchange Ratio multiplied by the number of MDA Common Shares owned by such holding company; in each case such Exchangeable Shares to be thereafter exchangeable for Orbital Common Shares on a one-for-one basis (subject to certain adjustments pursuant to the Plan of Arrangement), at the option of the holder, during the periods, at the times and subject to the conditions set forth in Article 2 of the Plan of Arrangement; 2.1.3. the conversion of each outstanding MDA employee stock option, including the MDA 1988 Options, (collectively the "MDA Options"), into an option (collectively, the "Replacement Options") to purchase a number of Orbital Common Shares determined by multiplying the number of MDA Common Shares subject to such MDA Option times the Exchange Ratio, each Replacement Option having an exercise price per share equal to the exercise price per share of such MDA Option immediately prior to the Effective Time divided by the Exchange Ratio, and having the same vesting, expiration and other terms as amended or supplemented from time to time such MDA Option, all in accordance with Article 6 thereof, the “terms of the plan governing such MDA Option or the Plan of Arrangement”); and 2.1.4. the issuance of 10,000 Class B Preferred Shares of Acquisition (the "Class B Preferred Shares") to Canadian Imperial Bank of Commerce as partial consideration for investment banking services rendered in connection with the Arrangement. The foregoing is only a summary of the Plan of Arrangement. The terms, conditions and procedures for accomplishing the exchange of shares are set forth in the Plan of Arrangement and the Appendices thereto and the foregoing is qualified by reference thereto. If approval of the Solana Securityholders approve Plan of Arrangement by the Arrangement shareholders of MDA and all necessary approvals the holders of Gran Tierra stockholders are MDA 1988 Options is obtained, Solana will MDA shall promptly take the necessary steps to submit the Arrangement to the Court and apply for a final order of the Court approving the Arrangement pursuant to Subsection 193(9)(a) of the ABCA, in form and substance reasonably satisfactory to Gran Tierra (such order as it may be affirmed, amended or modified by the Court, (the “Final Order”). Upon issuance of the Final Order and subject to satisfaction or waiver (in respect of those conditions that can be waived) of the conditions precedent in Article 6, each of Gran Tierra and Gran Tierra Exchangeco on the one hand and Solana on the other hand shall execute and deliver such closing documents and instruments and forthwith proceed to file the articles of arrangement in respect of the Arrangement required under Subsection 193(10) of the ABCA to be sent to the Registrar after the Final Order has been granted (the date of such filing, the “Effective Date”), giving effect to the Arrangement (the “Articles of Arrangement”"Final Order"), the Final Order and such other documents as may be required to give effect to the Arrangement with the Registrar pursuant to Subsection 193(9) of the ABCA, whereupon the transactions comprising the Arrangement shall occur (the time of such filing, the “Effective Time”) and shall be deemed to have occurred in the order set out therein without any further act or formality.

Plan of Arrangement. As promptly Turbotak agrees that it shall, as practicable after the preliminary Joint Proxy Statement (soon as hereinafter defined) is cleared by the U.S. Securities and Exchange Commission (the “SEC”)------------------- reasonably practical, Solana will apply to the Ontario Court General Division (the "Court") pursuant to Section 193 182 of the Ontario Business Corporations Act Act, as amended (Albertathe "OBCA"), as amended, (the “ABCA”) for an interim order of the Court under Subsection 193(4) of the ABCA containing declarations and directions with respect to the Arrangement (as hereinafter defined), in form and substance reasonably satisfactory to Gran Tierra Sonic and Turbotak (such order as it may be affirmed, amended or modified by the Court, the “"Interim Order”") providing for, among other things, the calling and holding of a special meeting of the Solana Securityholders Meeting holders of Common Shares and holders of Class B Shares of Turbotak (voting separately as hereinafter definedtwo classes) for the purpose of considering and, if deemed advisable, approving a plan of arrangement involving Turbotak and Acquisition substantially in the arrangement form attached as Exhibit 2.1 (the “"Arrangement”" or "Plan of Arrangement"), the principal terms of which include: 2.1.1. the designation and authorization of a Class B Exchangeable Stock of Acquisition (the "Exchangeable Shares") that will have the rights, privileges and restrictions, and be subject to the conditions, set forth in Appendix A of the Plan of Arrangement; 2.1.2. an exchange of shares whereby each holder of outstanding Common Shares and Class B Shares of Turbotak shall receive a number of Exchangeable Shares equal to the product obtained by multiplying 8,200,000 by a fraction, the numerator of which is the number of Turbotak Common Shares or Class B Shares, as the case may be, owned by such holder at the Closing and the denominator of which is the total number of outstanding Turbotak Common Shares and Class B Shares at Closing (the "Total Turbotak Outstanding Shares"), each Exchangeable Shares to be thereafter exchangeable for Sonic Common Shares on a one-for-one basis (subject to certain adjustments pursuant to Section 193 the Plan of Arrangement), at the option of the ABCA holder, during the periods, at the times and pursuant subject to this Agreement the conditions set forth in Article 2 of the Plan of Arrangement; 2.1.3. Acquisition shall change its name to TurboSonic Canada, Inc. The foregoing is only a summary of the Plan of Arrangement. The terms, conditions and procedures for accomplishing the exchange of shares are set forth in the Plan of Arrangement substantially in and the form Appendices thereto and the foregoing is qualified by reference thereto. If approval of Exhibit A (as amended or supplemented from time to time in accordance with Article 6 thereof, the “Plan of Arrangement”). If Arrangement by the Solana Securityholders approve the Arrangement and all necessary approvals shareholders of Gran Tierra stockholders are Turbotak is obtained, Solana will Turbotak shall promptly take the necessary steps to submit the Arrangement to the Court and apply for a final order of the Court approving the Arrangement pursuant to Subsection 193(9)(a) of the ABCA, in form and substance reasonably satisfactory to Gran Tierra (such order as it may be affirmed, amended or modified by the Court, (the “Final Order”). Upon issuance of the Final Order and subject to satisfaction or waiver (in respect of those conditions that can be waived) of the conditions precedent in Article 6, each of Gran Tierra and Gran Tierra Exchangeco on the one hand and Solana on the other hand shall execute and deliver such closing documents and instruments and forthwith proceed to file the articles of arrangement in respect of the Arrangement required under Subsection 193(10) of the ABCA to be sent to the Registrar after the Final Order has been granted (the date of such filing, the “Effective Date”), giving effect to the Arrangement (the “Articles of Arrangement”"Final Order"), the Final Order and such other documents as may be required to give effect to the Arrangement with the Registrar pursuant to Subsection 193(9) of the ABCA, whereupon the transactions comprising the Arrangement shall occur (the time of such filing, the “Effective Time”) and shall be deemed to have occurred in the order set out therein without any further act or formality.

Plan of Arrangement. As promptly as practicable after the preliminary Joint Proxy Statement (as hereinafter defined) is cleared by the U.S. Securities and Exchange Commission (the “SEC”)execution of this Agreement, Solana Chauvco will apply to the Court of Queen's Bench of Alberta (the "Court") pursuant to Section 193 Part 15 of the Business Corporations Act (Alberta), as amended, ) (the “"ABCA”") for an interim order of (the Court under Subsection 193(4) of the ABCA containing declarations and directions with respect to the Arrangement (as hereinafter defined), in form and substance reasonably satisfactory to Gran Tierra (such order as it may be affirmed, amended or modified by the Court, the “"Interim Order”") providing for, among other things, the calling and holding of the Solana Securityholders Chauvco Meeting (as hereinafter defined) for the purpose of considering and, if deemed advisable, approving the arrangement (the “"Arrangement”") pursuant to Section 193 under Part 15 of the ABCA and pursuant to this Agreement and the Plan of Arrangement substantially in the form of Exhibit A hereto (as amended or supplemented from time to time in accordance with Article 6 thereof, the “"Plan of Arrangement”"). If the Solana Securityholders Chauvco shareholders approve the Arrangement and all necessary approvals of Gran Tierra stockholders are obtainedArrangement, Solana thereafter Chauvco will take the necessary steps to submit the Arrangement to the Court and apply for a final order of the Court approving the Arrangement pursuant to Subsection 193(9)(a) of in such fashion as the ABCA, in form and substance reasonably satisfactory to Gran Tierra (such order as it Court may be affirmed, amended or modified by the Court, direct (the “"Final Order”). Upon issuance ") and file Articles of the Final Order and subject to satisfaction or waiver (in respect of those conditions that can be waived) of the conditions precedent in Article 6, each of Gran Tierra and Gran Tierra Exchangeco on the one hand and Solana on the other hand shall execute and deliver such closing documents and instruments and forthwith proceed to file the articles of arrangement Arrangement in respect of the Arrangement required Arrangement. At 12:01 a.m. (the "Effective Time") on the date (the "Effective Date") shown on the certificate of arrangement issued by the Registrar under Subsection 193(10) of the ABCA to be sent to the Registrar after the Final Order has been granted (the date of such filing, the “Effective Date”), giving effect to the Arrangement (which shall be within 60 days after the “Articles date of Arrangement”the Final Order), the Final Order and such other documents as may be required to give effect to the Arrangement with the Registrar pursuant to Subsection 193(9) of the ABCA, whereupon the transactions comprising the Arrangement following shall occur (the time of such filing, the “Effective Time”) and shall be deemed to have occurred occur in the following order set out therein without any further act or formality.: (a) Chauvco shall subscribe for that number of common shares in the capital of Chauvco Resources International Ltd. ("CRI") as is equal to (i) the number of common shares of Chauvco (the "Chauvco Common Shares") which are issued and outstanding three trading days prior to the Effective Date (the "Record Date"), (ii) plus that number of Chauvco Common Shares which all Optionholders (as hereinafter defined) would otherwise be entitled to acquire on the exercise of their Chauvco Options (as hereinafter defined) on a fully vested basis on the Record Date (other than Chauvco Common Shares that could be acquired by Optionholders who exercise their right of dissent in accordance with the Interim Order and who are ultimately entitled to be paid the fair value of their Chauvco Options), (iii) less that number of common shares of CRI then held by Chauvco, and (iv) less that number of Chauvco Common Shares held by shareholders who have exercised their rights of dissent in accordance with the Interim Order and who are ultimately entitled to be paid the fair value for such shares. The subscription price for the common shares of CRI shall be paid for in cash in the aggregate amount equal to US$5,000,000 plus the fair market value on the Effective Date (as determined and adjusted in accordance with Section 7.7) of the Gabon Securities (as hereinafter defined); (b) CRI shall purchase from CR International Limited ("CR"), a wholly-owned subsidiary of Chauvco, for cash in an aggregate amount equal to the fair market value thereof on the Effective Date (as determined and adjusted in accordance with Section 7.7), (i) all of the issued and outstanding securities of Chauvco Resources (Gabon) S.A., Chauvco Resources (Gabon-Ngalo) S.A., Chauvco Resources (Gabon-Maga) S.A., Chauvco Resources (Gabon-Avomo) S.A. and CR Trading Co. Ltd. (collectively, the "Gabon Subsidiaries"), (ii) 75% of the issued and outstanding securities of Westoil Marine & Transport Co. Ltd. ("Westoil"), and (iii) all of its rights under a loan in the amount of U.S. $909,421.60 made by CR to Olympic Marine Services International, Inc. (which owns the remaining 25% of the issued and outstanding securities of Westoil), any and all advances made by CR to Westoil, and any and all advances made by Chauvco (all of which shall have first been assigned by Chauvco to CR) to the Gabon Subsidiaries and Westoil (such securities in Section 1.1(b)(i), (ii) and (iii) collectively, the "Gabon Securities"); (c) Chauvco shall transfer, assign and convey to CRI, in consideration for $1.00, all of Chauvco's right, title, benefit and interest in and to any and all trademarks (including registrations and applications therefor), trade names and the internet domain name "chauxxx.xxx" xxned by Chauvco as at the Effective Time, and the other assets and property which are set out in Exhibit F; (d) US Co Sub (as hereinafter defined) shall purchase from Chauvco all of the issued and outstanding common shares of CRI (the "CRI Shares") in consideration of the payment by way of promissory note of US Co Sub to Chauvco in an amount equal to the subscription price paid for such CRI Shares by Chauvco under Section 1.1(a); (e) each of the outstanding options to purchase Chauvco Common Shares other than options held by a holder who has exercised its right of dissent in accordance with the Interim Order and is ultimately entitled to be paid the fair value of its options (collectively, the "Chauvco Options") (which includes all outstanding options granted under Chauvco's stock option plan as amended and restated on November 10, 1995 (the "Chauvco Option Plan")) will vest, if not already vested, and be transferred to US Co Sub in consideration for one (1) CRI Share and, in accordance with the election of each holder thereof (the "Optionholder") and the remainder of this Section 1.1(e) and Section 1.1(f), a number of shares of US Co common stock ("US Co Common Stock") determined in accordance with the Exchange Ratio (as hereinafter defined) in which event, in addition to transferring the Chauvco Options to US Co Sub, the Optionholder will be required to make a payment to US Co Sub (the "Option Payment") in an amount equal to the aggregate exercise price which the Optionholder would otherwise be required to pay on the exercise of such options. As an alternative to making the Option Payment, Optionholders will be entitled to elect to reduce the number of shares of US Co Common Stock to be received by the number obtained by dividing the Option Payment by the US Co Stock Price, as defined in Section 1.3 (converted into Canadian dollars using the Currency Exchange Rate (as hereinafter defined)). Each Optionholder will receive only a whole number of shares of US Co Common Stock resulting from the transfer of his Chauvco Options. In lieu of fractional shares of US Co Common Stock, each Optionholder who would otherwise be entitled to receive such fractional shares shall be paid by US Co Sub an amount determined in accordance with the Plan of Arrangement in full satisfaction of such fractional entitlement; (f) an Optionholder electing to make the Option Payment and receive the applicable number of shares of US Co Common Stock under Section 1.1(e) above shall give effect to the election by depositing with Montreal Trust Company of Canada (the "Depositary"), prior to the date which is two (2) days prior to the date of the Chauvco Meeting (the "Election Deadline"), a duly completed letter of transmittal and election form (the "Option Letter of Transmittal and Election Form") in the form provided by Chauvco along with the proxy materials indicating such holder's election and by agreeing to pay the Option Payment to the Depositary as agent for US Co Sub. Coincident with the receipt of the CRI Shares and shares of US Co Common Stock, such Optionholder shall pay the Option Payment to the Depositary as agent for US Co Sub less any amounts receivable by such Optionholder in connection with fractional entitlements under the Plan of Arrangement. In the event that an Optionholder who has elected to make the Option Payment fails to make the Option Payment on or before the day that is 60 days after the Effective Date, such Optionholder shall be deemed to have elected the option to receive the reduced number of shares of US Co Common Stock by not making the Option Payment. In the event that an Optionholder has failed to validly make an election in the Option Letter of Transmittal and Election Form pursuant to this paragraph, such Optionholder shall be deemed to have elected the option to receive the reduced number of shares of US Co Common Stock by not making the Option Payment; (g) each of the outstanding Chauvco Common Shares that are not held by a shareholder who has exercised its right of dissent in accordance with the Interim Order and is ultimately entitled to be paid the fair value of its Chauvco Common Shares will be transferred to US Co Sub in consideration for one (1) CRI Share and, at the election of the holders of the Chauvco Common Shares: (i) a number of shares of US Co Common Stock determined in accordance with the Exchange Ratio. Each such holder of Chauvco Common Shares will receive only a whole number of shares of US Co Common Stock resulting from the transfer of such holder's Chauvco Common Shares to US Co Sub. In lieu of fractional shares of US Co Common Stock, each holder of a Chauvco Common Share who otherwise would be entitled to receive such fractional share shall be paid by US Co Sub an amount determined in accordance with the Plan of Arrangement in full satisfaction of such fractional entitlement; or (ii) a number of shares of Exchangeable Shares determined in accordance with the Exchange Ratio. Each such holder of Chauvco Common Shares will receive only a whole number of Exchangeable Shares resulting from the transfer of such holder's Chauvco Common Shares to US Co Sub. In lieu of fractional Exchangeable Shares, each holder of a Chauvco Common Share who otherwise would be entitled to receive such fractional share shall be paid by US Co Sub an amount determined in accordance with the Plan of Arrangement in full satisfaction of such fractional entitlement; provided that such holders shall be entitled to elect to receive a combination of shares of US Co Common Stock and Exchangeable Shares on the transfer of their Chauvco Common Shares; (h) a holder of Chauvco Common Shares shall give effect to the election in Section 1.1(g) above by depositing with the Depositary, prior to the Election Deadline, a duly completed letter of transmittal and election form (the "Letter of Transmittal and Election Form") in the form provided by Chauvco along with the proxy materials indicating such holder's election. In the event that a holder of Chauvco Common Shares has failed to validly make an election under Section 1.1(g) in the Letter of Transmittal and Election Form pursuant to this paragraph, such holder shall be deemed to have elected the option under Section 1.1(g)(i). Notwithstanding any provision to the contrary, holders of Chauvco Common Shares who are not residents of Canada for the purposes of the Income Tax Act (Canada) (the "ITA") will not be entitled to elect to receive Exchangeable Shares under Section 1.1(g)(ii); (i) upon the transfer of shares referred to in Section 1.1(g) above: (i) each holder of a Chauvco Common Share shall cease to be such a holder, shall have his name removed from the register of holders of Chauvco Common Shares and shall become a holder of the number of fully paid CRI Shares and Exchangeable Shares and/or shares of US Co Common Stock to which he is entitled as a result of the transfer of shares referred to in Section 1.1(g) and such holder's name shall be added to the register of holders of such securities accordingly; and (ii) US Co Sub shall become the legal and beneficial owner of all of the Chauvco Common Shares so transferred; (j) holders of Chauvco Common Shares who are residents of Canada for the purposes of the ITA and who have elected to receive Exchangeable Shares under Section 1.1(g)(ii) above shall be entitled to make an income tax election pursuant to subsection 85(1) of the ITA with respect to the transfer of their Chauvco Common Shares to US Co Sub referred to in Section 1.1(g)(ii) by providing two signed copies of the necessary election forms to US Co Sub within 90 days following the Effective Date, duly completed with the details of the number of shares transferred and the applicable agreed amounts for the purposes of such elections. Thereafter, subject to the election forms complying with the provisions of the ITA, the forms will be signed by US Co Sub and returned to such holders of Chauvco Common Shares for filing with Revenue Canada, Customs, Excise and Taxation; (k) US Co shall issue to and deposit with the Depositary the Voting Share (as defined in the Voting and Exchange Trust Agreement (as defined herein)), in consideration of the payment to US Co of US $1, to be hereafter held of record by the Depositary as trustee for and on behalf of, and for the use and benefit of, the holders of the Exchangeable Shares, in accordance with the Voting and Exchange Trust Agreement; and (l) US Co Sub shall be continued as a corporation under the ABCA and its Articles of Continuance shall include the items set forth in Exhibit G.

Plan of Arrangement. As promptly (a) Subject to the terms and conditions of this Agreement (and, in particular, Sections 2.5, 2.7 and 2.8), pursuant to the Arrangement: (i) on the Effective Date, each Shareholder shall be entitled to receive the Pro Rata Share of such Shareholder of the Aggregate Effective Date Purchase Price, comprised of: (A) such Shareholder’s Pro Rata Share of the Gross Effective Date Cash Proceeds, less amounts represented by such Shareholder’s share of the Aggregate Election Share Amount, if any; (B) such Shareholder’s share of the Aggregate Election Share Amount as represented by such Shareholder’s Share Election, if any; (C) such Shareholder’s share of the Share Proceeds; and (D) such Shareholder’s Note; (ii) as soon as practicable after the preliminary Joint Proxy Statement Post Effective Date Adjustment Date, the Purchaser shall be entitled to receive the Negative Adjustment Amount, if any, payable from the Cash Hold Back; (iii) as hereinafter definedsoon as practicable after the Post Effective Date Adjustment Date, each Shareholder shall be entitled to receive the Pro Rata Share of such Shareholder of: (A) the amount, if any, that is cleared by the U.S. Securities and Exchange Commission (the “SEC”), Solana will apply equal to the Court pursuant to Section 193 result of subtracting (X) any Negative Adjustment Amount from (Y) the Cash Hold Back, if there is a Negative Adjustment Amount; (B) the Cash Hold Back if there is a Positive Adjustment Amount; and (C) the amount of the Business Corporations Act Positive Adjustment Amount, if there is a Positive Adjustment Amount; and (Alberta)iv) on the Earn Out Issue Date, as amended, (each Shareholder shall be entitled to receive the “ABCA”) for an interim order Pro Rata Share of such Shareholder of the Court under Subsection 193(4) of the ABCA containing declarations and directions with respect to the Arrangement (as hereinafter defined), in form and substance reasonably satisfactory to Gran Tierra (such order as it may be affirmed, amended or modified by the Court, the “Interim Order”) providing for, among other things, the calling and holding of the Solana Securityholders Meeting (as hereinafter defined) for the purpose of considering andEarn Out Share Proceeds, if deemed advisableany. (b) From and after the Effective Date, approving the arrangement (the “Arrangement”) pursuant to Section 193 of the ABCA and pursuant to this Agreement and the Plan of Arrangement substantially in the form of Exhibit A (as amended or supplemented from time to time in accordance with Article 6 thereof, the “Plan of Arrangement”). If the Solana Securityholders approve the Arrangement and shall have all necessary approvals of Gran Tierra stockholders are obtained, Solana will take the necessary steps to submit the Arrangement to the Court and apply for a final order of the Court approving effects provided by applicable Laws, including the Arrangement pursuant to Subsection 193(9)(a) BCBCA. The closing of the ABCAtransactions contemplated hereby shall take place at the offices of Bxxxxx Xxxxxx Gxxxxxx LLP, in form and substance reasonably satisfactory to Gran Tierra located at Sxxxx 0000, 000 Xxxxxxx Xxxxxx, Xxxxxxxxx, Xxxxxxx Xxxxxxxx at 10:00 a.m. (such order as it may be affirmed, amended or modified by the Court, (the “Final Order”). Upon issuance of the Final Order and subject to satisfaction or waiver (in respect of those conditions that can be waivedVancouver time) of the conditions precedent in Article 6, each of Gran Tierra and Gran Tierra Exchangeco on the one hand and Solana on the other hand shall execute and deliver such closing documents and instruments and forthwith proceed to file the articles of arrangement in respect of the Arrangement required under Subsection 193(10) of the ABCA to be sent to the Registrar after the Final Order has been granted (the date of such filing, the “Effective Date”), giving effect to the Arrangement (the “Articles of Arrangement”), the Final Order and such other documents as may be required to give effect to the Arrangement with the Registrar pursuant to Subsection 193(9) of the ABCA, whereupon the transactions comprising the Arrangement shall occur (the time of such filing, the “Effective Time”) and shall be deemed to have occurred in the order set out therein without any further act or formality.

Plan of Arrangement. As promptly as practicable after (a) On the preliminary Joint Proxy Statement (as hereinafter defined) is cleared by the U.S. Securities terms and Exchange Commission (the “SEC”), Solana will apply subject to the Court pursuant conditions set forth in this Agreement, the Parties agree to Section 193 of the Business Corporations Act (Alberta), as amended, (the “ABCA”) for an interim order of the Court under Subsection 193(4) of the ABCA containing declarations and directions with respect to carry out the Arrangement (as hereinafter defined), in form and substance reasonably satisfactory to Gran Tierra (such order as it may be affirmed, amended or modified by the Court, the “Interim Order”) providing for, among other things, the calling and holding of the Solana Securityholders Meeting (as hereinafter defined) for the purpose of considering and, if deemed advisable, approving the arrangement (the “Arrangement”) pursuant to Section 193 of the ABCA and pursuant to this Agreement and accordance with the Plan of Arrangement substantially pursuant to which (among other things): (i) Each Trinidad Shareholder (other than those Trinidad Shareholders who have validly exercised Dissent Rights) shall receive, for each Trinidad Share (including, for greater certainty, Trinidad Shares deemed to be issued pursuant to Section 2.1(a)(ii)) the Trinidad Share Consideration which shall be payable, through the issuance of Precision Shares; (ii) Pursuant to the Arrangement and as set forth in the form Plan of Exhibit A (as amended Arrangement, Trinidad Optionholders that have not, immediately prior to the Effective Time, exercised or supplemented from time to time surrendered all of their Trinidad Options in accordance with Article 6 thereoftheir terms by making payment to Trinidad of the exercise price therefor and the amount of withholding taxes applicable thereon, shall without any further action or formality on behalf of the “holder thereof and Trinidad and without any payment and notwithstanding the terms of the Trinidad Option Plan, be deemed to have: (A) in respect of Trinidad Options outstanding at the Effective Time that have an exercise price that is less than the Trinidad Market Price, surrendered such Trinidad Options to Trinidad for cancellation and the holders thereof shall receive, in respect of each such surrendered Trinidad Option to Trinidad, an amount equal to the amount by which the Trinidad Market Price exceeds the exercise price thereof (the "In-the-Money Amount"), payable in Trinidad Shares, with the number of Trinidad Shares issuable in payment thereof being equal to the In-the-Money Amount of such Trinidad Options (less the amount of applicable withholdings) divided by the Trinidad Market Price, in full satisfaction of Trinidad's obligations under such Trinidad Options and Trinidad Shares deemed to have been issued under this Section 2.1(a)(iii)(A) shall be deemed to have been transferred by the holder thereof to Precision for the Trinidad Share Consideration pursuant to Section 2.1(a)(i); and (B) in respect of Trinidad Options outstanding at the Effective Time that have an exercise price that is equal to or greater than the Trinidad Market Price, surrendered such Trinidad Options for cancellation and the holders thereof shall receive, in respect of each such surrendered Trinidad Option, a cash payment from Trinidad equal to $0.01, in full satisfaction of Trinidad's obligations under such Trinidad Option; and (iii) Pursuant to the Arrangement and as set forth in the Plan of Arrangement”, Trinidad SARholders that have not, immediately prior to the Effective Time, exercised all of their Trinidad SARs in accordance with their terms, shall without any further action or formality on behalf of the holder thereof and Trinidad and without any payment and notwithstanding the terms of the Trinidad SARs Plan, be deemed to have: (A) in respect of Trinidad SARs outstanding at the Effective Time that have an exercise price that is less than the Trinidad Closing VWAP, exercised and surrendered such Trinidad SARs and the holders thereof shall receive, in respect of each such exercised Trinidad SAR, a cash payment equal to the amount by which the Trinidad Closing VWAP exceeds the exercise price thereof (less the amount of applicable withholdings). , in full satisfaction of Trinidad's obligations under such Trinidad SARs; and (B) in respect of Trinidad SARs outstanding at the Effective Time that have an exercise price that is equal to or greater than the Trinidad Closing VWAP, surrendered such Trinidad SARs for cancellation and the holders thereof shall receive, in respect of each such surrendered Trinidad SAR, a cash payment from Trinidad equal to $0.01, in full satisfaction of Trinidad's obligations under such Trinidad SAR. (b) If on or after the Solana Securityholders approve date hereof, Precision or Trinidad declares, sets aside or pays any cash dividend or other cash distribution to the Precision Shareholders or Trinidad Shareholders, respectively, of record as of a time prior to the Effective Time, the Parties will make such adjustments to the Trinidad Shares Consideration as they determine, acting in good faith, to be necessary to restore the original agreement of the Parties in the circumstances. (c) The Arrangement has been and shall continue to be structured such that on the Effective Date the issuance of Precision Shares issuable to the Trinidad Shareholders under the Arrangement: (i) will be made in compliance with Applicable Canadian Securities Laws and U.S. Securities Laws; and (ii) assuming the Arrangement Resolution is approved and assuming the Court considers the fairness of the terms and conditions of the Arrangement and all necessary approvals of Gran Tierra stockholders are the Final Order is obtained, Solana will take not require registration under the necessary steps to submit the Arrangement to the Court and apply for a final order of the Court approving the Arrangement pursuant to Subsection 193(9)(aU.S. Securities Act, in reliance on Section 3(a)(10) of the ABCA, in form and substance reasonably satisfactory to Gran Tierra U.S. Securities Act. (such order as it d) The Plan of Arrangement may be affirmed, amended or modified by in accordance with Section 7.2. On the Court, (second Business Day after the “Final Order”). Upon issuance last of the Final Order and conditions set forth in Article 5 have been satisfied (other than those conditions that by their nature are to be satisfied at closing of the Arrangement, but subject to satisfaction or waiver (in respect of those conditions that can be waivedconditions) of or, where not prohibited, waived by the conditions precedent applicable Party or Parties in Article 6whose favour the condition is, each of Gran Tierra and Gran Tierra Exchangeco on unless another time or date is agreed to in writing by the one hand and Solana on the other hand shall execute and deliver such closing documents and instruments and forthwith proceed to file the articles of arrangement in respect of the Arrangement required under Subsection 193(10) of the ABCA to be sent to the Registrar after the Final Order has been granted Parties (the date of such filing, the “"Effective Date”), giving effect to the Arrangement (the “Articles of Arrangement”"), the Final Order Parties will complete the Arrangement and the Arrangement shall become effective at the Effective Time whereupon the steps comprising the Plan of Arrangement will be deemed to occur in the order, at the times, and in the manner set forth therein. The closing of the transactions contemplated hereby will take place at the offices of counsel to Trinidad or at such other documents location as may be required to give effect to agreed upon by the Arrangement with the Registrar pursuant to Subsection 193(9) of the ABCA, whereupon the transactions comprising the Arrangement shall occur (the time of such filing, the “Effective Time”) and shall be deemed to have occurred in the order set out therein without any further act or formalityParties.

Plan of Arrangement. (a) Subject to the terms and conditions of this Agreement, the Parties agree to carry out the Arrangement in accordance with the terms of the Plan of Arrangement. (b) As promptly soon as reasonably practicable after the preliminary Joint Proxy Statement (as hereinafter defined) is cleared Agreement Date, but in any event by the U.S. Securities and Exchange Commission (the “SEC”)no later than November 30, Solana 2020, Husky will apply to the Court pursuant Court, in a manner acceptable to Section 193 Cenovus, acting reasonably, for the Interim Order and thereafter will diligently seek the Interim Order in cooperation with Cenovus. Upon receipt of the Business Corporations Act Interim Order, Husky will promptly carry out the terms of the Interim Order to the extent applicable to it. (Alberta), as amended, (the “ABCA”c) The application for an interim order of Interim Order referred to in Section 2.1(b) shall request that the Court under Subsection 193(4) of the ABCA containing declarations and directions with respect to the Arrangement (as hereinafter defined), in form and substance reasonably satisfactory to Gran Tierra (such order as it may be affirmed, amended or modified by the Court, the “Interim Order”) providing forOrder provide, among other things, the calling and holding of the Solana Securityholders Meeting : (as hereinafter definedi) for the purpose classes of considering and, if deemed advisable, approving the arrangement (the “Arrangement”) pursuant Persons to Section 193 of the ABCA and pursuant whom notice is to this Agreement and the Plan of Arrangement substantially in the form of Exhibit A (as amended or supplemented from time to time in accordance with Article 6 thereof, the “Plan of Arrangement”). If the Solana Securityholders approve the Arrangement and all necessary approvals of Gran Tierra stockholders are obtained, Solana will take the necessary steps to submit the Arrangement to the Court and apply for a final order of the Court approving the Arrangement pursuant to Subsection 193(9)(a) of the ABCA, in form and substance reasonably satisfactory to Gran Tierra (such order as it may be affirmed, amended or modified by the Court, (the “Final Order”). Upon issuance of the Final Order and subject to satisfaction or waiver (in respect of those conditions that can be waived) of the conditions precedent in Article 6, each of Gran Tierra and Gran Tierra Exchangeco on the one hand and Solana on the other hand shall execute and deliver such closing documents and instruments and forthwith proceed to file the articles of arrangement provided in respect of the Arrangement and the Husky Meeting and for the manner in which such notice is to be provided; (ii) that the requisite approval for: (A) the Arrangement Resolution to be placed before the Husky Common Shareholders and the holders of Husky Options at the Husky Meeting shall be: (1) 66⅔% of the votes cast on the Arrangement Resolution by Husky Common Shareholders present in person or represented by proxy at the Husky Meeting (and that each Husky Common Shareholder is entitled to one vote for each Husky Common Share held); (2) 66⅔% of the votes cast on the Arrangement Resolution by Husky Common Shareholders and holders of Husky Options present in person or represented by proxy at the Husky Meeting, voting together as a single class (and that (x) each Husky Common Shareholder is entitled to one vote for each Husky Common Share held, and (y) each holder of Husky Options is entitled to one vote for each Husky Option held); and (3) if required under Subsection 193(10) Applicable Canadian Securities Laws, a simple majority of the ABCA votes cast on the Arrangement Resolution by Husky Common Shareholders present in person or represented by proxy at the Husky Meeting after excluding the votes cast by those persons whose votes are required to be sent to the Registrar after the Final Order has been granted excluded in accordance with Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (the date of such filing, the “Effective Date”"Husky Required Approval"), giving effect to the Arrangement (the “Articles of Arrangement”), the Final Order and such other documents as may be required to give effect to the Arrangement with the Registrar pursuant to Subsection 193(9) of the ABCA, whereupon the transactions comprising the Arrangement shall occur (the time of such filing, the “Effective Time”) and shall be deemed to have occurred in the order set out therein without any further act or formality.; and

Plan of Arrangement. As promptly as practicable after the preliminary Joint Proxy Statement (as hereinafter defined) is cleared by the U.S. Securities execution of this Agreement, Alpine, on a joint basis with Services and Exchange Commission (the “SEC”)WCL, Solana will apply to the Court of Queen's Bench of Alberta (the "Court") pursuant to Section 193 Part 15 of the Business Corporations Act (Alberta), as amended, ) (the “"ABCA”") for an interim order of the Court under Subsection 193(4) of the ABCA containing declarations and directions with respect to the Arrangement (as hereinafter defined), in form and substance reasonably satisfactory to Gran Tierra Weatherford (such order as it may approval not to be affirmed, amended unreasonably withheld or modified by delayed) (the Court, the “"Interim Order”") providing for, among other things, the calling and holding of the Solana Securityholders Alpine Meeting (as hereinafter defineddefined herein) for the purpose purposes of considering and, if deemed advisable, approving the an arrangement (the “"Arrangement”") pursuant to Section 193 under Part 15 of the ABCA and pursuant to this Agreement and the Plan of Arrangement substantially in the form of Exhibit A hereto (as amended or supplemented from time to time in accordance with Article 6 thereof, the “"Plan of Arrangement”"). If the Solana Securityholders Alpine shareholders and optionholders approve the Arrangement Arrangement, thereafter Alpine, on a joint basis with Services and all necessary approvals of Gran Tierra stockholders are obtainedWCL, Solana will take the necessary steps to submit the Arrangement to the Court and apply for a final order of the Court approving the Arrangement pursuant in such fashion as the Court may direct (the "Final Order"). In this Agreement and all other agreements referred to Subsection 193(9)(a) of herein, references to approval by Alpine Shareholders shall include the ABCA, in form and substance reasonably satisfactory to Gran Tierra (such order as it may be affirmed, amended or modified approval by the Court, Alpine optionholders as if they had exercised their Alpine Options. At 12:01 a.m. (the “Final Order”). Upon issuance of the Final Order and subject to satisfaction or waiver (in respect of those conditions that can be waived"Effective Time") of the conditions precedent in Article 6, each of Gran Tierra and Gran Tierra Exchangeco on the one hand and Solana date (the "Effective Date") shown on the other hand shall execute and deliver such closing documents and instruments and forthwith proceed to file the articles certificate of arrangement in respect of issued by the Arrangement required Registrar under Subsection 193(10) of the ABCA to be sent to the Registrar after the Final Order has been granted (the date of such filing, the “Effective Date”), giving effect to the Arrangement (the “Articles of Arrangement”), the Final Order and such other documents as may be required to give effect to the Arrangement with the Registrar pursuant to Subsection 193(9) of the ABCA, whereupon the transactions comprising the Arrangement following steps shall occur (the time of such filing, the “Effective Time”) and shall be deemed to have occurred occur in the following order set out therein without any further act or formality: (a) The articles of Alpine shall be amended to delete Preferred Shares from the authorized share capital. (b) The articles of Services shall be amended to designate the first series of exchangeable shares provided for by its articles ("Exchangeable Shares") as "Series 1 Exchangeable Shares" limited in number to 1,500,000 shares and having the terms and conditions set forth in the Plan of Arrangement (the "Series 1 Exchangeable Shares"). (c) Each of the common shares of Alpine (the "Alpine Common Shares") (other than Alpine Common Shares held by holders who have exercised their rights of dissent in accordance with the Plan of Arrangement and who are ultimately entitled to be paid the fair value for such shares, such shares being herein referred to as "Dissenters' Shares") will be transferred to Services in consideration for a number of Series 1 Exchangeable Shares, all as determined in accordance with the following procedure: (i) There shall first be determined the average per share market price in U.S. dollars ("US$) (the "Average Closing Price") for shares of Weatherford Common Stock, $1.00 par value ("Weatherford Common Stock"), by calculating the arithmetic mean average of the closing prices for Weatherford Common Stock on The New York Stock Exchange ("NYSE") Composite Tape for each of the ten trading days ending on the trading day prior to the Effective Date and rounding the number so derived to the second decimal point.