GRAN TIERRA ENERGY INC. REGISTRATION RIGHTS AGREEMENT

EXHIBIT 10.25

GRAN TIERRA ENERGY INC.

REGISTRATION RIGHTS AGREEMENT

This REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made as of June 20, 2006 by and between GRAN TIERRA ENERGY INC., a Nevada corporation, (the “Company”), and CD INVESTMENT PARTNERS, LTD. (the “Initial Investor”).

WHEREAS, the Company has agreed to issue and sell to the Initial Investor, and the Initial Investor has agreed to purchase from the Company, 666,667 shares (the “Shares”) of the Company’s common stock, $0.001 par value per share (including any securities issued or issuable thereto or into which or for which such shares may be exchanged for, or converted into, pursuant to any stock dividend, stock split, stock combination, recapitalization, reclassification, reorganization or other similar event, the “Common Stock”) and a warrant to purchase 333,334 shares of Common Stock, at a per share price and upon the terms and conditions set forth in the Securities Purchase Agreement, dated as of the date hereof, between the Company and the Investor (the “Securities Purchase Agreement”); and

WHEREAS, the terms of the Securities Purchase Agreement provide that it shall be a condition precedent to the closing of the transactions thereunder, for the Company and the Investor to execute and deliver this Agreement.

NOW, THEREFORE, in consideration of the premises and mutual covenants contained herein, the parties hereto hereby agree as follows:

1. DEFINITIONS. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Securities Purchase Agreement. The following terms shall have the meanings provided therefor below or elsewhere in this Agreement as described below:

“Affiliates” means any Person that, directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, a Person, as such terms are used and construed under Rule 144.

“Board” means the board of directors of the Company.

“Business Day” means any day except Saturday, Sunday and any day which shall be a federal legal holiday or a day on which banking institutions in the State of New York are authorized or required by law or other governmental action to close.

“Closing Date” has the meaning set forth in the Securities Purchase Agreement.

“Exchange Act” means the Securities Exchange Act of 1934, as amended, and all of the rules and regulations promulgated thereunder.

“Investor” means the Initial Investor and any person holding Registrable Shares or any Person to whom the rights under this Agreement have been transferred.

“Person” (whether or not capitalized) means an individual, partnership, limited liability company, corporation, association, trust, joint venture, unincorporated organization, and any government, governmental department or agency or political subdivision thereof.

“Prospectus” means the prospectus included in any Registration Statement (including, without limitation, a prospectus that includes any information previously omitted from a prospectus filed as part of an effective Registration Statement in reliance upon Rule 430A promulgated under the Securities Act), as amended or supplemented by any prospectus supplement, with respect to the terms of the offering of any portion of the Registrable Shares covered by such Registration Statement, and all other amendments and supplements to the Prospectus, including post-effective amendments, and all material incorporated by reference in such Prospectus.

“Registrable Shares” means, at the relevant time of reference thereto, the Shares, the Warrants and the Warrant Shares (including any shares of capital stock that may be issued in respect thereof, or into which or for which such Shares, Warrants or Warrant Shares may be exchanged for or converted into, pursuant to a stock split, stock dividend, recombination, recapitalization, reorganization, reclassification or the like), provided, however, that the term “Registrable Shares” shall not include any of the Shares or Warrants that are actually sold pursuant to a registration statement that has been declared effective under the Securities Act by the SEC.

“Registration Statement” means the Mandatory Registration Statement, any Demand Registration on Form SB-2 (or other equivalent or applicable form), and any additional registration statements contemplated by this Agreement, including (in each case) the Prospectus, amendments and supplements to such registration statement or Prospectus, including pre- and post-effective amendments, all exhibits thereto, and all material incorporated by reference in such registration statement or Prospectus.

“Rule 144” means Rule 144 promulgated under the Securities Act and any successor or substitute rule, law or provision.

“SEC” means the Securities and Exchange Commission.

“Securities Act” means the Securities Act of 1933, as amended, and all of the rules and regulations promulgated thereunder.

“Warrant” means the warrant issued to the Initial Investor pursuant to the Securities Purchase Agreement to purchase 333,334 shares of Common Stock.

“Warrant Shares” means the shares of Common Stock issuable upon exercise of, or otherwise pursuant to, the Warrant issued to the Initial Investor pursuant to the Securities Purchase Agreement.

2. MANDATORY REGISTRATION.

(b) Notwithstanding anything in this Section 2 to the contrary, if the Company shall furnish to the Investor a certificate signed by the Chief Executive Officer of the Company stating that the Board has made the good faith determination (i) that the continued use by the Investor of the Mandatory Registration Statement for purposes of effecting offers or sales of Registrable Shares pursuant hereto would require, under the Securities Act and the rules and regulations promulgated thereunder, premature disclosure in the Mandatory Registration Statement (or the Prospectus relating thereto) of material, nonpublic information concerning the Company, its business or prospects or any proposed material transaction involving the Company, (ii) that such premature disclosure would be materially adverse to the Company, its business or prospects or any such proposed material transaction or would not be in the best interests of the Company and (iii) that it is therefore essential to suspend the use by the Investor, of the Mandatory Registration Statement (and the Prospectus relating thereto), then the right of the Investor to use the Mandatory Registration Statement (and the Prospectus relating thereto) for purposes of effecting offers or sales of Registrable Shares pursuant thereto shall be suspended for a period (the “Suspension Period”) not greater than fifteen (15) consecutive Business Days during any consecutive twelve (12) month period. During the Suspension Period, the Investor shall not offer or sell any Registrable Shares pursuant to or in reliance upon the Mandatory Registration Statement (or the Prospectus relating thereto). The Company agrees that, as promptly as possible, but in no event later than one (1) Business Day, after the consummation, abandonment or public disclosure of the event or transaction that caused the Company to suspend the use of the Mandatory Registration Statement (and the Prospectus relating thereto) pursuant to this Section 2(b), the Company will as promptly as possible lift any suspension, provide the Investor with revised Prospectuses, if required, and will notify the Investor of its ability to effect offers or sales of Registrable Shares pursuant to or in reliance upon the Mandatory Registration Statement.

(c) It shall be a condition precedent to the obligations of the Company to register Registrable Shares for the account of the Investor pursuant to this Section 2 or Section 3 that the Investor furnish to the Company such information regarding itself, the Registrable Shares held by it, and the method of disposition of such securities as shall be required by the SEC to effect the registration of the Investor’s Registrable Shares.

(d) In the event that the Mandatory Registration Statement or other required registration statement is not declared effective by the SEC by the Mandatory Effective Date, or after its effective date, such Mandatory Registration Statement or such other required registration statement (as the case may be) ceases for any reason (including, without limitation, by reason of a stop order, or the Company’s failure to update such Mandatory Registration Statement or such other required registration statement (as the case may be)) to be effective and available to all holders as to all Registrable Shares to which it is required to cover at any time prior to the expiration of the effectiveness period set forth in Section 2(a) above for greater than the Suspension Period as set forth above in Section 2(b), then the Company shall pay the Investor as partial damages for such failure and not as a penalty the following amounts: one percent (1%) of the purchase price (as set forth in the Securities Purchase Agreement) for the first month after the Mandatory Effective Date; one and one-half percent (1.5%) commencing on the first day of the second month through the last day of the third month after the Mandatory Effective Date; two percent (2%) commencing on the first day of the fourth month through the last day of the fifth month after the Mandatory Effective Date; and thereafter a one-half percent (0.5%) increase each quarter (the “Partial Damages Amount”), each month for such time period beyond the Mandatory Effective Date that such registration statement is not effective or beyond any applicable Suspension Period (a “Penalty Period”) (for purposes of clarity, it is hereby understood and agreed that, solely for the purpose of this Section 2(d), the deemed purchase price for each Share is $1.20 and the purchase price of each Warrant Share underlying each Unit shall be deemed to be equal to $0.30, provided that the dollar amounts set forth in this parenthetical clause shall be appropriately adjusted in the event of any adjustment, pursuant to the terms of the Warrants, in the exercise price of the Warrants or the number of shares issuable upon exercise of the Warrants); provided, however, that the amount payable to the Investor hereunder for any partial Penalty Period will not be pro-rated for the number of actual days during such Penalty Period during which a registration default remains uncured. Such payment of liquidated damages shall be made to the Investor within five (5) calendar days after the Penalty Period either, at the Investor’s option, (1) in cash or (2) in additional shares of Common Stock of the Company, such shares being valued at the average of the VWAPs of the Common Stock as reported by Bloomberg Financial L.P. (based on a trading day from 9:30 a.m. to 4:02 p.m. Eastern Time) using the VAP function over the 20 trading days immediately prior to the Mandatory Effective Date; provided, however, that the payment of such partial damages shall not relieve the Company from its obligations to register the Registrable Shares pursuant to this Agreement. If the Company fails to pay said cash payment to the Investor by the applicable date specified in the immediately preceding sentence, the Company will pay interest thereon at a rate of 12% per annum (or such lesser maximum amount that is permitted to be paid by applicable law) to the Investor, accruing daily from the date such partial damages are due until such amounts, plus all such interest thereon, are paid in full. The total amount of partial damages payable to the Investor pursuant to this Section 2(d), including any interest thereon, shall in no event exceed twenty five percent (25%) of the purchase price for the Units (as set forth in the Securities Purchase Agreement).

(e) During any Penalty Period, the Company shall not (i) file any other registration statement, (ii) file any amendment to any other registration statement, or (iii) request acceleration of the effective date of any other registration statement registering with the SEC any securities of the Company until the Company has cured the condition leading to such Penalty Period, unless such filing or request has been approved by the holders of a majority of the Registrable Shares; provided, however, that the foregoing shall not limit the Company’s right to file or request acceleration of the effective date of any other registration statements using Forms S-4 or S-8 or other applicable successor forms.

2A. DEMAND REGISTRATION RIGHTS.

(a) If for any reason the SEC does not permit all of the Registrable Shares to be included in a Mandatory Registration Statement filed pursuant to Section 2, or for any other reason at any time any Registrable Shares are not able to be covered or resold pursuant to an effective Mandatory Registration Statement, and (i) Form SB-2 (or other equivalent or applicable form) is then available for the registration of such Registrable Shares and (ii) the Company shall receive from the Investor a written request or requests (a “Demand Notice”) that the Company effect a registration on Form SB-2 (or other equivalent or applicable form)(a “Demand Registration”), or any successor or substitute form, with respect to all or a part of the Registrable Shares owned by the Investor, then the Company will use its best efforts to effect such registration, as soon as practicable and in any event within thirty (30) days, of all or such portion of the Investor’s Registrable Shares as are specified in such request; provided, however, that the Company may temporarily suspended the use of such registration statement for the same reasons and on the same terms as described in Section 2(b) above. The Company shall not be required to effect more than three (3) registrations pursuant to this Section 2A(a) during any consecutive twelve (12) month period.

(b) It shall be a condition precedent to the obligations of the Company to register Registrable Shares for the account of the Investor pursuant to this Section 2 or Section 3 that the Investor furnish to the Company such information regarding itself and the Registrable Shares held by it, and, if different from Annex A, the method of disposition of such securities as shall be required to effect the registration of the Investor’s Registrable Shares.

3. “PIGGYBACK REGISTRATION”.

(a) If at any time any Registrable Shares are not able to be resold pursuant to an effective Registration Statement, and the Company proposes to register any of its Common Stock under the Securities Act, whether as a result of an offering for its own account or the account of others (but excluding any registrations to be effected on Forms S-4 or S-8 or other applicable successor Forms), the Company shall, each such time, give to the Investor twenty (20) days’ prior written notice of its intent to do so, and such notice shall describe the proposed registration and shall offer the Investor the opportunity to register such number of Registrable Shares as the Investor may request. Upon the written request of the Investor given to the Company within twenty (20) days after the receipt of any such notice by the Company, the Company shall include in such Registration Statement all or part of the Registrable Shares of the Investor, to the extent requested to be registered.

(b) If a registration pursuant to Section 3 hereof involves an underwritten offering and the managing underwriter shall advise the Company in writing that, in its opinion, the number of shares of Common Stock requested by the Investor to be included in such registration is likely to affect materially and adversely the success of the offering or the price that would be received for any shares of Common Stock offered in such offering, then, notwithstanding anything in this Section 3 to the contrary, the Company shall only be required to include in such registration, to the extent of the number of shares of Common Stock which the Company is so advised can be sold in such offering, (i) first, the number of shares of Common Stock requested to be included in such registration for the account of any stockholders of the Company (including the Investor), pro rata among such stockholders on the basis of the number of shares of Common Stock that each of them has requested to be included in such registration, and (ii) second, any shares of Common Stock proposed to be included in such registration for the account of the Company.

(c) In connection with any offering involving an underwriting of shares, the Company shall not be required under this Section 3 or otherwise to include the Registrable Shares of the Investor therein unless the Investor accepts and agrees to the terms of the underwriting, which shall be reasonable and customary, as agreed upon between the Company and the underwriters selected by the Company.

4. OBLIGATIONS OF THE COMPANY. In connection with the Company’s registration obligations hereunder, the Company shall, as expeditiously as practicable:

(a) Use its best efforts diligently to prepare and file with the SEC a registration statement on the appropriate form under the Securities Act with respect to such securities, which form shall comply as to form in all material respects with the requirements of the applicable form and include all financial statements required by the SEC to be filed therewith, and use its best efforts to cause such registration statement to become and remain effective until completion of the proposed offering;

(b) (i) Furnish to the Investor and the Investor’s counsel copies of all documents filed with the SEC relating to the registration of the Registrable Shares prior to being filed with the SEC (and in any event fifteen (15) Business Days prior to the filing), which documents shall be subject to the review of the Investor and the Investor’s counsel, (ii) use commercially reasonable efforts to cause its officers and directors, counsel and certified public accountants to respond to such inquiries as shall be necessary, in the reasonable opinion of the Investor, to conduct a reasonable investigation within the meaning of the Securities Act, and (iii) notify the Investor of any stop order issued or threatened by the SEC and use best efforts to prevent the entry of such stop order or to remove it if entered.

(c) (i) Prepare and file with the SEC such amendments and supplements, including post-effective amendments, to each Registration Statement and the Prospectus used in connection therewith as may be necessary to comply with the Securities Act and to keep the Registration Statement continuously effective as required herein, and prepare and file with the SEC such additional Registration Statements as necessary to register for resale under the Securities Act all of the Registrable Shares (including naming any permitted transferees of Registrable Shares as selling stockholders in such Registration Statement); (ii) cause any related Prospectus to be amended or supplemented by any required Prospectus supplement, and as so supplemented or amended to be filed pursuant to Rule 424; (iii) respond as promptly as possible to any comments received from the SEC with respect to each Registration Statement or any amendment thereto and as promptly as possible provide the Investor true and complete copies of all correspondence from and to the SEC relating to the Registration Statement (other than correspondence containing material nonpublic information); and (iv) comply with the provisions of the Securities Act and the Exchange Act with respect to the disposition of all Registrable Shares covered by such Registration Statement as so amended or in such Prospectus as so supplemented.

(d) Notify the Investor and any underwriter as promptly as possible:

(i) when the SEC notifies the Company whether there will be a “review” of a Registration Statement and whenever the SEC comments in writing on such Registration Statement; and (ii) when a Registration Statement, or any post-effective amendment or supplement thereto, has become effective, and after the effectiveness thereof: (A) of any request by the SEC or any other federal or state governmental authority for amendments or supplements to the Registration Statement or Prospectus or for additional information; (B) of the issuance by the SEC or any state securities commission of any stop order suspending the effectiveness of the Registration Statement covering any or all of the Registrable Shares or the initiation of any proceedings for that purpose; and (C) of the receipt by the Company of any notification with respect to the suspension of the qualification or exemption from qualification of any of the Registrable Shares for sale in any jurisdiction, or the initiation or threatening of any proceeding for such purpose. Without limitation of any remedies to which the Investor may be entitled under this Agreement, if any of the events described in Section 4(d)(ii)(A), 4(d)(ii)(B), and 4(d)(ii)(C) occur, the Company shall use best efforts to respond to and correct the event.

(e) Notify the Investor and any underwriter as promptly as possible of the happening of any event as a result of which the Prospectus included in or relating to a Registration Statement contains an untrue statement of a material fact or omits any fact necessary to make the statements therein not misleading; and, thereafter, the Company will as promptly as possible prepare (and, when completed, give notice to the Investor) a supplement or amendment to such Prospectus so that, as thereafter delivered to the purchasers of such Registrable Shares, such Prospectus will not contain an untrue statement of a material fact or omit to state any fact necessary to make the statements therein not misleading; provided that upon such notification by the Company, the Investor will not offer or sell Registrable Shares pursuant to such Prospectus until the Company has notified the Investor that it has prepared a supplement or amendment to such Prospectus and delivered copies of such supplement or amendment to the Investor (it being understood and agreed by the Company that the foregoing proviso shall in no way diminish or otherwise impair the Company’s obligation to as promptly as possible prepare a Prospectus amendment or supplement as above provided in this Section 4(d) and deliver copies of same as provided in Section 4(i) hereof), and it being further understood that, in the case of the Mandatory Registration Statement, any such period during which the Investor is restricted from offering or selling Registrable Shares shall constitute a Suspension Period.

(f) Upon the occurrence of any event described in Section 4(e) hereof, as promptly as possible, prepare a supplement or amendment, including a post-effective amendment, to the Registration Statement or a supplement to the related Prospectus or any document incorporated or deemed to be incorporated therein by reference, and file any other required document so that, as thereafter delivered, neither the Registration Statement nor such Prospectus will contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they are made, not misleading.

(g) Use best efforts to avoid the issuance of or, if issued, obtain the withdrawal of, (i) any order suspending the effectiveness of any Registration Statement or (ii) any suspension of the qualification (or exemption from qualification) of any of the Registrable Shares for sale in any jurisdiction, as promptly as possible (it being understood that, in the case of the Mandatory Registration Statement, any period during which the effectiveness of the Mandatory Registration Statement or the qualification of any Registrable Shares is suspended shall constitute a Suspension Period).

(h) Furnish to the Investor, without charge, at least one conformed copy of each Registration Statement and each amendment thereto, and all exhibits to the extent requested by the Investor or its counsel (including those previously furnished or incorporated by reference) as promptly as possible after the filing of such documents with the SEC.

(i) As promptly as possible furnish to the Investor and the underwriter, if any, without charge, such number of copies of a Prospectus, including a preliminary Prospectus, in conformity with the requirements of the Securities Act, and such other documents (including, without limitation, Prospectus amendments and supplements) as the Investor may reasonably request in order to facilitate the disposition of the Registrable Shares covered by such Prospectus and any amendment or supplement thereto. The Company hereby consents to the use of such Prospectus and each amendment or supplement thereto by the Investor in connection with the offering and sale of the Registrable Shares covered by such Prospectus and any amendment or supplement thereto to the extent permitted by federal and state securities laws and regulations.

(j) Use best efforts to register and qualify (or obtain an exemption from such registration and qualification) the Registrable Shares under such other securities or blue sky laws of the states of residence of the Investor and such other jurisdictions as the Investor shall reasonably request, to keep such registration or qualification (or exemption therefrom) effective during the periods each Registration Statement is effective, and do any and all other acts or things which may be reasonably necessary or advisable to enable the Investor to consummate the public sale or other disposition of Registrable Shares in such jurisdiction, provided that the Company shall not be required in connection therewith or as a condition thereto to qualify to do business or to file a general consent to service of process in any such states or jurisdictions where it is not then qualified or subject to process.

(k) Cooperate with the Investor to facilitate the timely preparation and delivery of certificates representing the Registrable Shares to be delivered to a transferee pursuant to a Registration Statement, which certificates shall be free, to the extent permitted by the Securities Purchase Agreement and applicable law, of all restrictive legends, and to enable such Registrable Shares to be in such denominations and registered in such names as the Investor may request.

(l) Cooperate with any reasonable due diligence investigation undertaken by the Investor, any managing underwriter participating in any disposition pursuant to a Registration Statement, Investor’s counsel and any attorney, accountant or other agent retained by the Investor or any managing underwriter, in connection with the sale of the Registrable Shares, including, without limitation, making available any documents and information; provided, however, that the Company will not deliver or make available to the Investor material, nonpublic information unless the Investor specifically requests and consents in advance in writing to receive such material, nonpublic information and, if requested by the Company, the Investor agrees in writing to treat such information as confidential.

(m) Furnish to each prospective selling holder a signed counterpart, addressed to the prospective selling holder, of (A) an opinion of counsel for the Company, dated the effective date of the registration statement, and (B) a “comfort” letter signed by the independent public accountants who have certified the Company’s financial statements included in the registration statement, covering substantially the same matters with respect to the registration statement (and the prospectus included therein) and (in the case of the accountants’ letter) with respect to events subsequent to the date of the financial statements, as are customarily covered (at the time of such registration) in opinions of the Company’s counsel and in accountants’ letters delivered to the underwriters in underwritten public offerings of securities.

(n) Cause the securities covered by such registration statement to be listed on the securities exchange or quoted on the quotation system on which the Common Stock of the Company is then listed or quoted (or if the Common Stock is not yet listed or quoted, then on such exchange or quotation system as the selling holders of Registrable Shares and the Company shall determine).

(o) Otherwise use its best efforts to comply with all applicable rules and regulations of the SEC and make generally available to its security holders, in each case as soon as practicable, but not later than 30 days after the close of the period covered thereby, an earnings statement of the Company which will satisfy the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder (or any comparable successor provisions).

(p) Otherwise cooperate with the underwriter(s), the SEC and other regulatory agencies and take all actions and execute and deliver or cause to be executed and delivered all documents necessary to effect the registration of any securities under this Agreement.

(q) During the period when the prospectus is required to be delivered under the Securities Act, promptly file all documents required to be filed with the SEC pursuant to Sections 13(a), 13(c), 14, or 15(d) of the Exchange Act.

(r) At the request of an Affiliate of the Investor, the Company shall amend any Registration Statement to include such Affiliate as a selling stockholder in such Registration Statement.

(s) Comply with all applicable rules and regulations of the SEC in all material respects.

5. EXPENSES OF REGISTRATION. The Company shall pay for all expenses incurred in connection with a registration pursuant to this Agreement and compliance with Section 4 of this Agreement, including without limitation (i) all registration, filing and qualification fees and expenses (including without limitation those related to filings with the SEC, The Nasdaq Stock Market or any national securities exchange (including The American Stock Exchange) upon which the Company’s securities are at such time listed and in connection with applicable state securities or blue sky laws), (ii) all printing expenses, (iii) all messenger, telephone and delivery expenses incurred by the Company, (iv) all fees and disbursements of counsel for the Company, and (v) all fees and expenses of all other Persons retained by the Company in connection with the consummation of the transactions contemplated by this Agreement. In addition, the Company shall be responsible for all of its internal expenses incurred in connection with the consummation of the transactions contemplated by this Agreement, the expense of any annual audit and audits of any significant acquisitions required to be included in the applicable registration statement.

6. DELAY OF REGISTRATION. Subject to Section 12(f) hereof, the Investor and the Company (other than with respect to Section 4(e) hereof) shall not take any action to restrain, enjoin or otherwise delay any registration as the result of any controversy which might arise with respect to the interpretation or implementation of this Agreement.

7. INDEMNIFICATION. In the event that any Registrable Shares are included in a Registration Statement pursuant to this Agreement:

(a) To the fullest extent permitted by law, the Company will indemnify and hold harmless the Investor and each officer, director, fiduciary, agent, investment advisor, employee, member (or other equity holder), general partner and limited partner (and affiliates thereof) of the Investor, each broker, underwriter or other person acting on behalf of the Investor and each person, if any, who controls the Investor within the meaning of the Securities Act, against any losses, claims, damages or liabilities, joint or several, (the “Losses”) to which they may become subject under the Securities Act or otherwise, insofar as such Losses (or actions in respect thereof) arise out of or relate to any untrue or alleged untrue statement of any material fact contained in the Registration Statement, or arise out of or relate to the omission or alleged omission to state therein a material fact required to be stated therein, or necessary to make the statements therein not misleading, or any violation by the Company of the Securities Act or state securities or blue sky laws applicable to the Company and leading to action or inaction required of the Company in connection with such registration or qualification under such Securities Act or state securities or blue sky laws; and, subject to the provisions of Section 7(c) hereof, the Company will reimburse on demand the Investor, such broker or other person acting on behalf of the Investor or such officer, director, fiduciary, employee, member (or other equity holder), manager, general partner, limited partner, affiliate or controlling person for any legal or other expenses reasonably incurred by any of them in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however, that the indemnity agreement contained in this Section 7(a) shall not apply to amounts paid in settlement of any such Losses if such settlement is effected without the consent of the Company (which consent shall not be unreasonably withheld), nor shall the Company be liable in any such case for any such loss, damage, liability or action to the extent that it solely arises out of or is solely based upon an untrue statement of any material fact contained in the Registration Statement or omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, in each case to the extent that such untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration Statement, in reliance upon and in conformity with written information furnished by the Investor with respect to the Investor expressly for use in connection with such Registration Statement.

(b) To the fullest extent permitted by law, the Investor will indemnify and hold harmless the Company, each of its directors, each of its officers who have signed the Registration Statement and each person, if any, who controls the Company within the meaning of the Securities Act against any Losses to which the Company or any such director, officer or controlling person may become subject to, under the Securities Act or otherwise, insofar as such Losses (or actions in respect thereto) solely arise out of or are solely based upon any untrue statement of any material fact contained in the Registration Statement, or solely arise out of or solely relate to the omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, in each case to the extent (but only to the extent) that such untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration Statement in reliance upon and in conformity with written information furnished by the Investor with respect to the Investor expressly for use in connection with such Registration Statement; and, subject to the provisions of Section 7(d) hereof, the Investor will reimburse on demand any legal or other expenses reasonably incurred by the Company or any such director, officer, or controlling person in connection with investigating or defending any such Losses, provided, however, that the maximum aggregate amount of liability of the Investor under this Section 7 shall be limited to the proceeds (net of underwriting discounts and commissions, if any) actually received by the Investor from the sale of Registrable Shares covered by such Registration Statement; and provided, further, however, that the indemnity agreement contained in this Section 7(b) or 7(e) shall not apply to amounts paid in settlement of any such Losses if such settlement is effected without the consent of the Investor (which consent shall not be unreasonably withheld), and that the Investor shall not be required to indemnify any Person against any liability arising from any untrue or misleading statement or omission contained in any preliminary prospectus if such deficiency is corrected in the final prospectus or for any liability which arises out of the failure of any Person to deliver a prospectus if required by the Securities Act.

(c) As promptly as possible after receipt by an indemnified party under this Section 7 of notice of the threat, assertion or commencement of any action, such indemnified party will, if a claim in respect thereof is to be made against any indemnifying party under this Section 7, notify the indemnifying party in writing of the commencement thereof and the indemnifying party shall have the right to participate in and, to the extent the indemnifying party desires, jointly with any other indemnifying party similarly noticed, to assume at its expense the defense thereof with counsel mutually satisfactory to the parties; provided, however, that, the failure to notify an indemnifying party promptly of the threat, assertion or commencement of any such action shall not relieve such indemnifying party of any liability to the indemnified party under this Section 7 except (and only) to the extent that it shall be finally determined by a court of competent jurisdiction (which determination is not subject to appeal or further review) that such failure shall have proximately and materially adversely prejudiced the indemnifying party.

(d) If any indemnified party shall have reasonably concluded that there may be one or more legal defenses available to such indemnified party which are different from or additional to those available to the indemnifying party, that such claim or litigation involves or could have an effect upon matters beyond the scope of the indemnity agreement provided in this Section 7 or that legal counsel selected by the indemnifying party is not reasonably satisfactory to the indemnified party, the indemnifying party shall not have the right to assume the defense of such action on behalf of such indemnified party, and such indemnifying party shall reimburse such indemnified party and any person controlling such indemnified party for the fees and expenses of counsel retained by the indemnified party which are reasonably related to the matters covered by the indemnity agreement provided in this Section 7. Subject to the foregoing, an indemnified party shall have the right to employ separate counsel in any such action and to participate in the defense thereof but the fees and expenses of such counsel shall not be at the expense of the indemnifying party.

(e) If the indemnification provided for in this Section 7 from the indemnifying party is applicable by its terms but unavailable to an indemnified party hereunder in respect of any Losses, then the indemnifying party, in lieu of indemnifying such indemnified party, shall, subject to the maximum aggregate liability of the Investor as set forth in Section 7(b) if the Investor is the indemnifying party, contribute to the amount paid or payable by such indemnified party as a result of such losses, claims, damages, liabilities or expenses in such proportion as is appropriate to reflect the relative fault of the indemnifying party and indemnified party in connection with the actions which resulted in such losses, claims, damages, liabilities or expenses, as well as any other relevant equitable considerations. The relative faults of such indemnifying party and indemnified party shall be determined by reference to, among other things, whether any action in question, including any untrue or alleged untrue statement of a material fact or omission or alleged omission to state a material fact, has been made by, or relates to information supplied by, such indemnifying party or indemnified party, and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such action. The amount paid or payable by a party as a result of the losses, claims, damages, liabilities and expenses referred to above shall be deemed to include, subject to the limitations set forth in Sections 7(a), 7(b), 7(c) and 7(d), any legal or other fees, charges or expenses reasonably incurred by such party in connection with any investigation or proceeding. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any person. The parties hereto agree that it would not be just and equitable if contribution pursuant to this Section 7(e) were determined by pro rata allocation or by any other method of allocation which does not take account of the equitable considerations referred to in the immediately preceding paragraph.

(f) The indemnity and contribution agreements contained in this Section are in addition to any liability that any indemnifying party may have to any indemnified party.

8. REPORTS UNDER THE EXCHANGE ACT. With a view to making available to the Investor the benefits of Rule 144 and any other rule or regulation of the SEC that may at any time permit the Investor to sell the Registrable Shares to the public without registration, the Company agrees to use best efforts to: (i) make and keep public information available, as those terms are understood and defined in Rule 144, (ii) file with the SEC in a timely manner all reports and other documents required to be filed by an issuer of securities registered under the Securities Act or the Exchange Act; (iii) as long as the Investor owns any Shares, Warrants or Warrant Shares to furnish in writing upon the Investor’s request a written statement by the Company that it has complied with the reporting requirements of Rule 144 and of the Securities Act and the Exchange Act, and to furnish to the Investor a copy of the most recent annual and quarterly reports of the Company, and such other reports and documents so filed by the Company as may be reasonably requested in availing the Investor of any rule or regulation of the SEC permitting the selling of any such Shares, Warrants or Warrant Shares without registration, and (iv) undertake any additional actions reasonably necessary to maintain the availability of a Registration Statement, including any successor or substitute forms, or the use of Rule 144.

9. TRANSFER OF REGISTRATION RIGHTS. The Investor may assign or transfer any or all of its rights under this Agreement to any Person, provided such assignee or transferee agrees in writing to be bound by the provisions hereof that apply to the Investor. Upon any such, and each successive, assignment or transfer to any permitted assignee or transferee in accordance with the terms of this Section 9, such permitted assignee or transferee shall be deemed to be the “Investor” for all purposes of this Agreement.

10. ADDITIONAL ISSUANCE. The Company’s issuance of additional capital stock and other securities of the Company shall be limited pursuant to the additional issuance restrictions set forth in Section 6.6 of the Securities Purchase Agreement.

11. ENTIRE AGREEMENT. This Agreement constitutes and contains the entire agreement and understanding of the parties with respect to the subject matter hereof, and it also supersedes any and all prior negotiations, correspondence, agreements or understandings with respect to the subject matter hereof.

12. MISCELLANEOUS.

(a) This Agreement, and any right, term or provision contained herein, may not be amended, modified or terminated, and no right, term or provision may be waived, except with the written consent of the Investor and the Company.

(b) This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of New York without regard to the principles of conflicts of law. This Agreement shall be binding upon the parties hereto and their respective heirs, personal representatives, successors and permitted assigns and transferees, provided that the terms and conditions of Section 9 hereof are satisfied. Notwithstanding anything in this Agreement to the contrary, if at any time the Investor (including any successors or assigned) shall cease to own any Registrable Shares, all of the Investor’s rights under this Agreement shall immediately terminate.

(c) Each party hereby irrevocably and unconditionally (i) agrees that any suit, action or other legal proceeding arising out of this Agreement shall be brought in a state court located in New York, New York; (ii) consents to the jurisdiction of any such court in any suit, action or proceeding; and (iii) waives any objection which such party may have to the laying of venue of any such suit, action or proceeding in any such court.

(d) Each of the Company and the Investor hereby waives any right to a trial by jury in any lawsuit, action, claim or proceeding to enforce or defend any right under this Agreement or any amendment, instrument, document or agreement delivered or to be delivered in connection with this Agreement and agrees that any lawsuit, action, claim or proceeding will be tried before a court and not before a jury.

(e) Any notices to be given pursuant to this Agreement shall be in writing and shall be given by certified or registered mail, return receipt request. Notices shall be deemed given when personally delivered or when mailed to the addresses of the respective parties as set forth on Exhibit A or Schedule 1 hereto, as applicable, or to such changed address of which any party may notify the others pursuant hereto, except that a notice of change of address shall be deemed given when received. An electronic communication (“Electronic Notice”) shall be deemed written notice for purposes of this Section 12(e) if sent with return receipt requested to the electronic mail address specified by the receiving party on Exhibit A or Schedule 1 hereto, as applicable. Electronic Notice shall be deemed received at the time the party sending Electronic Notice receives verification of receipt by the receiving party.

(f) Upon the request of the Investor delivered to the Company in compliance with Section 12(e), the Company shall provide to counsel for the Investor (i) any notices required to be provided to the Investor pursuant to this Agreement and (ii) copies of any documents required to be delivered to the Investor pursuant to this Agreement, including, without limitation, any notice required to be given to the Investor under Sections 4(d) and 4(e) and any documents required to be delivered to the Investor under Sections 4(h) and 4(i).

(g) The parties acknowledge and agree that in the event of any breach of this Agreement, in addition to other rights granted under this Agreement or at law, each of the parties hereto shall be entitled to specific performance of the obligations of the other parties hereto and to such appropriate injunctive relief as may be granted by a court of competent jurisdiction. All remedies, either under this Agreement or by law or otherwise afforded to any of the parties, shall be cumulative and not alternative.

(h) This Agreement may be executed in a number of counterparts. All such counterparts together shall constitute one Agreement, and shall be binding on all the parties hereto notwithstanding that all such parties have not signed the same counterpart. The parties hereto confirm that any facsimile copy of another party’s executed counterpart of this Agreement (or its signature page thereof) will be deemed to be an executed original thereof.

(i) Except as contemplated in Section 9 hereof, this Agreement is intended solely for the benefit of the parties hereto and is not intended to confer any benefits upon, or create any rights in favor of, any Person (including, without limitation, any stockholder or debt holder of the Company) other than the parties hereto.

(j) If any provision of this Agreement is invalid, illegal or unenforceable, such provision shall be ineffective to the extent, but only to the extent of, such invalidity, illegality or unenforceability, without invalidating the remainder of such provision or the remaining provisions of this Agreement, unless such a construction would be unreasonable.

(k) This Agreement shall be binding upon, and inure to the benefit of, the parties hereto and their permitted successors and assigns.

[Signature Pages Follow]

IN WITNESS WHEREOF, the parties hereto have executed this Registration Rights Agreement as of the date and year first above written.

	GRAN TIERRA ENERGY INC.

	By:	/s/ Xxxx Xxxxxxxx
		President and Chief Executive Officer



	CD INVESTMENT PARTNERS, LTD.

	By:	CD Capital Management, LLC
	Its:	Investment Manager

	By:	/s/ Xxxx Xxxxxxxxx
	Its:	President

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GRAN TIERRA ENERGY INC. REGISTRATION RIGHTS AGREEMENT

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