July 28, 2008 CONFIDENTIAL
July
28,
2008
CONFIDENTIAL
(Please
print full name)
(Please
print full address, including postal code)
(Facsimile
number)
Dear
Sirs:
|
Re:
|
Shareholder
Support Agreement Respecting the Arrangement Involving Solana Resources
Limited, Gran Tierra Energy Inc. and Gran Tierra Exchangeco Inc.
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We
understand that you (the "Shareholder")
are
the beneficial owner of, or exercise control or direction over, the number
of
common shares ("GT
Shares")
of
Gran Tierra Energy Inc. ("GT")
as set
forth on the signature page hereof.
Pursuant
to an arrangement agreement to be dated on or about July 28, 2008 (the
"Arrangement
Agreement")
among
Solana Resources Limited ("Solana"),
GT
and Gran Tierra Exchangeco Inc. ("Exchangeco"),
GT
and Exchangeco propose to acquire all of the issued and outstanding Xxxxxx
Xxxxxx on a diluted basis by way of a statutory plan of arrangement pursuant
to
the provisions of the Business
Corporations Act
(Alberta) (the "Arrangement").
Capitalized terms not otherwise defined herein shall have the meanings ascribed
thereto in the Arrangement Agreement.
In
consideration for Xxxxxx entering into the Arrangement Agreement and other
good
and valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the parties covenant and agree
as
follows:
ARTICLE
1
AGREEMENT
TO VOTE
| 1.1 |
Subject
to Article
4,
the Shareholder agrees to support the Arrangement and to vote or cause
to
be voted the Subject Securities (as defined below) in favour of the
resolutions to facilitate the Arrangement at the GT Stockholder Meeting
(the "Meeting")
and, in the case of Subject Securities voted by proxy, to submit the
proxy
for such Subject Securities in favour of such resolutions and provide
a
copy thereof to Xxxxxx at least ten days prior to the date of the Meeting.
For the purposes hereof, "Subject
Securities"
means all of the GT Shares that the Shareholder beneficially owns or
over
which it exercises control or direction
(the "Presently
Held Securities")
and any additional GT Shares that the Shareholder may hereafter become
the
beneficial owner of or exercise control or direction over (the
"After
Acquired Securities").
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2 -
ARTICLE
2
REPRESENTATIONS,
WARRANTIES AND COVENANTS OF THE SHAREHOLDER
| 2.1 |
The
Shareholder represents and warrants to Solana, and acknowledges that
Xxxxxx is relying upon such representations and warranties in entering
into this Shareholder Support Agreement
that:
|
| (a) |
the
Shareholder has good and sufficient power, authority and right to enter
into this Shareholder Support Agreement and to perform the Shareholder's
obligations hereunder;
|
| (b) |
assuming
the due execution and delivery of this Shareholder Support Agreement
by
Xxxxxx, this Shareholder Support Agreement is a legal, valid and binding
obligation of the Shareholder enforceable by Xxxxxx against the
Shareholder in accordance with its terms (subject to the limitation
that
the enforceability of any waiver of statutory rights may be limited
by
applicable law), and the performance by the Shareholder of its obligations
hereunder will not constitute a violation of or default under, or conflict
with, any contract, commitment, agreement, arrangement, understanding
or
restriction of any kind to which the Shareholder is a party or by which
the Shareholder is bound;
|
| (c) |
the
Shareholder is the beneficial owner of, or exercises control or direction
over, the Presently Held Securities; and
|
| (d) |
the
Presently Held Securities represent all of the GT Shares beneficially
owned or over which the Shareholder exercises control or
direction.
|
The
foregoing representations and warranties will be true and correct on the date
hereof and on the date of completion of the Arrangement.
| 2.2 |
The
Shareholder covenants and agrees with Xxxxxx that the Shareholder will
not, and will use its reasonable commercial efforts to cause its
representatives and advisors not to, directly or indirectly
take any action that might reasonably be expected to reduce the likelihood
of success of the Arrangement, provided that, if the Shareholder is
a
director or officer of GT, the foregoing provisions of this Section
2.2
shall not restrict the Shareholder from discharging his or her fiduciary
duties to GT as a director or officer (or
both).
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| 2.3 |
The
Shareholder covenants and agrees with Xxxxxx that so long as the
Shareholder is required to vote the Subject Securities in favour of
the
Arrangement hereunder, that:
|
| (a) |
except
as contemplated herein, it shall not sell, assign, convey, otherwise
dispose of or pledge, charge, encumber or grant a security interest
in or
grant to any other person any interest in any of the Subject
Securities;
|
| (b) |
it
shall not exercise any shareholder rights or remedies available at
common
law or pursuant to applicable securities or corporate laws to delay,
hinder, upset or challenge the
Arrangement;
|
| (c) |
it
shall exercise all voting rights attached to the Subject Securities
to
vote against any resolution to be considered by the securityholders
of GT
that, if approved, could reasonably be considered to reduce the likelihood
of success of the Arrangement;
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| (d) |
it
shall exercise all voting rights attached to the Subject Securities
owned
or controlled by the Shareholder to cause GT and its subsidiaries to
carry
on their respective businesses in the regular and ordinary course
consistent with past practice; and
|
| (e) |
it
shall use its reasonable commercial efforts to cause GT to perform
its
obligations under the Arrangement Agreement, to the extent such is
within
its power (subject to any fiduciary duties to which the Shareholder
may be
subject).
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ARTICLE
3
REPRESENTATIONS
AND WARRANTIES OF SOLANA
| 3.1 |
Solana
represents and warrants to the Shareholder, and acknowledges that the
Shareholder is relying upon such representations and warranties in
entering into this Shareholder Support Agreement,
that:
|
| (a) |
it
has good and sufficient power, authority and right to enter into this
Shareholder Support Agreement, and the Arrangement Agreement, and to
complete the transactions contemplated hereby and
thereby;
|
| (b) |
upon
the due execution and delivery of this Shareholder Support Agreement
by
the Shareholder, this Shareholder Support Agreement is a legal, valid
and
binding obligation of Solana enforceable by the Shareholder against
Xxxxxx
in accordance with its terms, and the consummation by Xxxxxx of the
transactions contemplated hereby will not constitute a violation of
or
default under, or conflict with, any contract, commitment, agreement,
arrangement, understanding or restriction of any kind to which it is
a
party or by which it is bound; and
|
| (c) |
the
execution and delivery by Xxxxxx of this Shareholder Support Agreement
and
the performance by Xxxxxx of its obligations hereunder will not result
in
a violation or breach of any provision
of:
|
| (i) |
Xxxxxx's
articles or by-laws; or
|
| (ii) |
any
law, regulation, order, judgment or decrees applicable to
Xxxxxx,
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and,
other than as set out in or contemplated by the Arrangement Agreement, no
authorization, consent or approval of, or filing with, any public body or court
of authority is necessary for the fulfillment by Xxxxxx of its obligations
in
respect of the Arrangement.
The
foregoing representations and warranties will be true and correct on the date
hereof and on the date of completion of the transactions contemplated by the
Arrangement.
ARTICLE
4
TERMINATION
| 4.1 |
The
obligations hereunder of the Shareholder and this Shareholder Support
Agreement shall terminate at the option of the Shareholder (without
entitlement to compensation of any nature whatsoever payable to Solana)
upon written notice given by the Shareholder to Solana
if
the Arrangement Agreement is terminated in accordance with its terms,
other than as a result of a breach of this Shareholder Support Agreement
by the Shareholder.
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4 -
| 4.2 |
The
obligations hereunder of Xxxxxx and this Shareholder Support Agreement
shall terminate at the option of Solana (without entitlement to
compensation of any nature whatsoever payable to the Shareholder) upon
written notice given by Xxxxxx to the
Shareholder:
|
| (a) |
if
the Shareholder has breached or failed to perform and satisfy any of
its
covenants or agreements herein contained in a material respect or any
of
the representations and warranties of the Shareholder contained herein
are
not true and correct in a material respect;
or
|
| (b) |
if
the Arrangement Agreement is terminated in accordance with its
terms.
|
| 4.3 |
In
the event of the termination of this Shareholder Support Agreement
as
provided in Sections 4.1
and 4.2
above, this Shareholder Support Agreement shall forthwith become void
and
shall be of no further force or effect and there shall be no liability
on
the part of any party hereto, provided that the foregoing shall not
relieve any party from any liability for any breach of this Shareholder
Support Agreement that occurs prior to such
termination.
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ARTICLE
5
REGULATORY
APPROVALS
| 5.1 |
The
Shareholder covenants that the Shareholder shall, acting reasonably,
at
Xxxxxx's cost, co-operate with Solana in obtaining all governmental
and
regulatory approvals as may reasonably be required to permit Xxxxxx
to
complete the Arrangement in accordance with its
terms.
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ARTICLE
6
PUBLIC
DISCLOSURE
| 6.1 |
The
Shareholder agrees not to make any public disclosure or announcement
of or
pertaining to this Shareholder Support Agreement or the Arrangement
Agreement or the Arrangement nor to disclose that any discussions or
negotiations are taking place in connection therewith, without the
prior
written consent of Xxxxxx or except as required by
law.
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ARTICLE
7
NOTICE
| 7.1 |
Any
notice or other communication required or permitted to be given hereunder
shall be sufficiently given if delivered:
|
| (a) |
in
the case of the Shareholder, to the address appearing on the first
page of
this Shareholder Support Agreement; and
|
| (b) |
in
the case of Xxxxxx, to:
|
Solana
Resources Limited
Suite
000, 000 00xx
Xxx.,
X.X.
Calgary,
Alberta, T2R 0C8, Canada
Attention: Xxxxx
Xxxxx, President & CEO
Facsimile
No.: (000)
000-0000
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5 -
or
to
such other address as the party to which such notice or other communication
is
to be given has last notified the party giving the same in the manner provided
in this paragraph. Any notice or other communication given or made shall be
deemed to have been duly given or made as at the date delivered or sent if
delivered personally or sent by facsimile transmission at the address for
service provided herein.
ARTICLE
8
GENERAL
| 8.1 |
All
references to Solana Shares and GT Shares herein shall include any
shares
into which the Solana Shares or GT Shares, respectively, may be
reclassified, subdivided, redivided, consolidated or converted by
amendment to the articles of Solana or GT, respectively, or otherwise
and
the price per share referred to herein shall be amended
accordingly.
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| 8.2 |
Words
signifying the singular number shall include, whenever appropriate,
the
plural and vice versa; and words signifying the masculine gender shall
include, whenever appropriate, the feminine
gender.
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| 8.3 |
This
Shareholder Support Agreement and the rights and obligations of the
parties hereto shall be governed by and construed in accordance with
the
laws of the Province of Alberta and the federal laws of Canada applicable
therein.
|
| 8.4 |
This
Shareholder Support Agreement may not be modified, amended, altered
or
supplemented except upon the execution and delivery of a written agreement
executed by the parties hereto. No party to this Shareholder Support
Agreement may assign any of its rights or obligations under this
Shareholder Support Agreement without the prior written consent of
the
other party.
|
| 8.5 |
Time
shall be of the essence of this Shareholder Support
Agreement.
|
| 8.6 |
This
Shareholder Support Agreement shall be binding upon, enure to the benefit
of and be enforceable by the Shareholder, Xxxxxx and their respective
heirs, executors, legal personal representatives, successors and permitted
assigns, as the case may be.
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| 8.7 |
The
representations, warranties and covenants of the Shareholder and Xxxxxx
herein shall survive the consummation of the Arrangement and the
acquisition of the Subject Securities by GT and
Exchangeco.
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| 8.8 |
Xxxxxx
and the Shareholder agree to pay their own respective expenses incurred
in
connection with this Shareholder Support Agreement and the transactions
contemplated hereby.
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6 -
If
you
are in agreement with the foregoing, kindly signify your acceptance by signing
the second copy of this Shareholder Support Agreement and delivering it to
Solana in the manner provided below. This Shareholder Support Agreement may
be
signed in two or more counterparts that together shall be deemed to constitute
one valid and binding agreement and delivery of counterparts may be effected
by
means of facsimile transmission.
Yours
very truly,
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Solana
Resources Limited
Per:
______________________________________
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|
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Name:
Title:
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In
consideration of your entering into of the Arrangement Agreement and other
good
and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the Shareholder hereby irrevocably accepts the foregoing as of
this 28th
day
of July, 2008.
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(Signature
of Shareholder)
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(Name
of Shareholder - please print)
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(Number
of GT Shares owned or controlled)
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