ASSIGNMENT AGREEMENT
This Agreement dated as of the 10th day of November, 2005
BETWEEN:
GOLDSTRIKE INC.
Incorporated under the laws of the State of Nevada
(herein called "Goldstrike")
- AND -
GRAN TIERRA GOLDSTRIKE INC.
Incorporated under the laws of the Province of Alberta
(herein called "ExchangeCo")
WHEREAS:
A. Goldstrike is a party to a share purchase agreement (the "Assumed
Contract") dated November 10, 2005 among Gran Tierra Energy Inc. ("Gran
Tierra"), the vendors named in the Assumed Contract, as vendors, and
Goldstrike, as purchaser, pursuant to which Goldstrike has agreed to
purchase certain securities of Gran Tierra Energy Inc; and
B. Goldstrike wishes to assign and ExchangeCo wishes to assume Goldstrike's
rights and obligations under the Assumed Contract effective November 10,
2005 (the "Effective Date").
WITNESSES THAT in consideration of the mutual covenants contained in this
Agreement and other good and valuable consideration (the receipt and sufficiency
of which is acknowledged by each of the parties), the parties covenant and agree
as follows:
1. ASSIGNMENT OF ASSUMED CONTRACT
1.1. Goldstrike hereby absolutely assigns, transfers and sets over unto
ExchangeCo as and from the Effective Date, with respect to the
Assumed Contract:
1.1.1 all the rights, title and interest of Goldstrike in, to, under
and in respect of the Assumed Contract;
1.1.2 the benefit of all covenants and agreements and guarantees and
indentures (the "Covenants") in respect of the Assumed
Contract;
with full power and authority to demand or xxx for performance of
the Covenants, in the name of Goldstrike, but at the cost and
expense of ExchangeCo.
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1.2. ExchangeCo hereby assumes the obligations and liabilities of
Goldstrike under the Assumed Contract arising or to be performed
from and after the Effective Date, including but not limited to all
covenants of confidentiality, and agrees to indemnify and save
harmless Goldstrike with respect to all Damages (as defined in the
Assumed Contract) arising from or in connection with, or resulting
from, any breach or non-observance by ExchangeCo or those for whom
it is responsible in law, from and after the Effective Date of any
of ExchangeCo's obligations and liabilities under the Assumed
Contract.
1.3. Without limiting paragraph 1.2, ExchangeCo confirms and agrees that
from the Effective Date it shall be liable as a principal and not as
a surety in respect of the representations, warranties, covenants,
indemnities and agreements of Goldstrike as contained in the Assumed
Contract.
2. GOLDSTRIKE'S COVENANTS
2.1. Goldstrike covenants and agrees:
2.1.1 to pay all costs in respect of obligations which arise prior
to the Effective Date which are the responsibility of
Goldstrike under the Assumed Contract; and
2.1.2 that it will remain responsible to ExchangeCo for liabilities
for obligations under the Assumed Contract arising or to be
performed prior to the Effective Date and defaults of
Goldstrike under the Assumed Contract either incurred or
committed prior to the Effective Date and agrees to indemnify
and save harmless ExchangeCo with respect to all Damages
arising from or in connection with, or resulting from, any
breach or non-observance by Goldstrike or those for whom it is
responsible in law, prior to the Effective Date, of any of
Goldstrike's obligations and liabilities under the Assumed
Contract.
3. MISCELLANEOUS
3.1. In this Agreement, where the context so requires, the singular of
any word includes the plural, and vice versa, the use of any term is
generally applicable to any gender and, where applicable, to a
corporation.
3.2. The headings in this Agreement are inserted for convenience of
reference only and shall not constitute a part hereof and are not to
be considered in the interpretation hereof.
3.3. Each of the parties hereto shall at all times after the date of this
Agreement execute and do all such further deeds, acts things and
assurances as may be reasonably requisite to carry out the intent of
this Agreement.
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3.4. This Agreement will enure to the benefit of and be binding upon the
parties hereto and their respective successors and assigns.
3.5. This Agreement shall be governed by and construed in accordance with
the laws of the Province of Alberta and the laws of Canada
applicable therein and shall be treated in all respects as an
Alberta contract.
3.6. This Agreement may not be modified or amended except in writing
signed by the parties hereto.
3.7. The provisions of this Agreement shall survive the Closing (as
defined in the Assumed Contract).
3.8. This Agreement may be executed in any number of counterparts, each
of which shall be deemed an original. This Agreement may be executed
and delivered by facsimile transmission.
IN WITNESS OF WHICH this Agreement has been executed as of the day and
year first above written.
GOLDSTRIKE INC.
Per:
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Name:
Title:
GRAN TIERRA GOLDSTRIKE INC.
Per:
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Name:
Title:
ACCEPTED AND AGREED TO:
GRAN TIERRA ENERGY INC.
Per:
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Name:
Title:
