0001140361-12-023165 Sample Contracts

AMENDMENT TO EMPLOYMENT AGREEMENT
Employment Agreement • May 7th, 2012 • Gran Tierra Energy, Inc. • Crude petroleum & natural gas

GRAN TIERRA ENERGY CANADA ULC, an company organized and existing under the laws of Province of Alberta, Canada (”GTE ULC”); and

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FOURTH AMENDMENT TO CREDIT AGREEMENT dated as of February 14, 2012 among SOLANA RESOURCES LIMITED, as Borrower, GRAN TIERRA ENERGY INC., BNP PARIBAS, as Administrative Agent and Global Coordinator, and The Lenders Party Hereto
Credit Agreement • May 7th, 2012 • Gran Tierra Energy, Inc. • Crude petroleum & natural gas • New York

THIS FOURTH AMENDMENT TO CREDIT AGREEMENT (this “Fourth Amendment”) dated as of February 14, 2012, is among SOLANA RESOURCES LIMITED, a corporation duly formed and existing under the laws of the Province of Alberta, Canada (the “Borrower”); GRAN TIERRA ENERGY INC., a corporation formed and existing under the laws of the State of Nevada (the “Parent”); BNP PARIBAS, as administrative agent (in such capacity, together with its successors in such capacity, the “Administrative Agent”) for the lenders party to the Credit Agreement referred to below (collectively, the “Lenders”) and as global coordinator; and the undersigned Lenders.

AMENDMENT NO. 4 TO COLOMBIAN PARTICIPATION AGREEMENT BY AND AMONG GRAN TIERRA ENERGY COLOMBIA LTD., GRAN TIERRA ENERGY INC. AND CROSBY CAPITAL, LLC DATED AS OF JUNE 13, 2011
Colombian Participation Agreement • May 7th, 2012 • Gran Tierra Energy, Inc. • Crude petroleum & natural gas

This Amendment No. 4 to Colombian Participation Agreement (this ”Amendment”) is effective as of June 13, 2011 by and among Gran Tierra Energy Colombia Ltd., (the “Partnership”), a Utah partnership (formerly known as Argosy Energy International, a Utah limited partnership (“Argosy”)), Gran Tierra Energy Inc., a Nevada corporation (“Gran Tierra”), and Crosby Capital, LLC, a Texas limited liability company (“Crosby”) on behalf of itself and its assigns. The Partnership, Gran Tierra and Crosby are each individually referred to herein as a “Party”, and collectively as the “Parties”. All capitalized terms not otherwise defined herein shall be given the meaning assigned to such terms in that certain Colombian Participation Agreement, dated as of June 22, 2006, by and among Argosy, Gran Tierra and Crosby (the “Original Participation Agreement”), as amended by Amendment No. 1 dated as of November 1, 2006 (“Amendment No. 1”), Amendment No. 2 dated as of July 3, 2008 (“Amendment No. 2”), and Amen

AMENDMENT NO. 5 TO COLOMBIAN PARTICIPATION AGREEMENT BY AND AMONG GRAN TIERRA ENERGY COLOMBIA LTD., GRAN TIERRA ENERGY INC. AND CROSBY CAPITAL, LLC DATED AS OF FEBRUARY 10, 2011
Colombian Participation Agreement • May 7th, 2012 • Gran Tierra Energy, Inc. • Crude petroleum & natural gas

This Amendment No. 5 to Colombian Participation Agreement (this ”Amendment”) is effective as of February 10, 2011 by and among Gran Tierra Energy Colombia Ltd., (the “Partnership”), a Utah partnership (formerly known as Argosy Energy International, a Utah limited partnership (“Argosy”)), Gran Tierra Energy Inc., a Nevada corporation (“Gran Tierra”), and Crosby Capital, LLC, a Texas limited liability company (“Crosby”) on behalf of itself and its assigns. The Partnership, Gran Tierra and Crosby are each individually referred to herein as a “Party”, and collectively as the “Parties”. All capitalized terms not otherwise defined herein shall be given the meaning assigned to such terms in that certain Colombian Participation Agreement, dated as of June 22, 2006, by and among Argosy, Gran Tierra and Crosby (the “Original Participation Agreement”), as amended by Amendment No. 1 dated as of November 1, 2006 (“Amendment No. 1”), Amendment No. 2 dated as of July 3, 2008 (“Amendment No. 2”), Amen

AMENDMENT NO. 6 TO COLOMBIAN PARTICIPATION AGREEMENT BY AND AMONG GRAN TIERRA ENERGY COLOMBIA LTD., GRAN TIERRA ENERGY INC. AND CROSBY CAPITAL, LLC DATED AS OF MARCH 1, 2012
Colombian Participation Agreement • May 7th, 2012 • Gran Tierra Energy, Inc. • Crude petroleum & natural gas

this amendment to the Colombian Participation Agreement (this ”Amendment”) is effective as of March 1, 2012 by and among Gran Tierra Energy Colombia Ltd., (the “Partnership”), a Utah partnership (formerly known as Argosy Energy International, a Utah limited partnership (“Argosy”)), Gran Tierra Energy Inc., a Nevada corporation (“Gran Tierra”), and Crosby Capital, LLC, a Texas limited liability company (“Crosby”) on behalf of itself and its assigns. The Partnership, Gran Tierra and Crosby are each individually referred to herein as a “Party”, and collectively as the “Parties”. All capitalized terms not otherwise defined herein shall be given the meaning assigned to such terms in that certain Colombian Participation Agreement, dated as of June 22, 2006, by and among Argosy, Gran Tierra and Crosby (the “Original Participation Agreement”), as previously amended by Amendment No. 1 dated as of November 1, 2006 (“Amendment No. 1”), Amendment No. 2 dated as of July 3, 2008 (“Amendment No. 2”),

EXECUTIVE EMPLOYMENT AGREEMENT
Executive Employment Agreement • May 7th, 2012 • Gran Tierra Energy, Inc. • Crude petroleum & natural gas • Alberta

GRAN TIERRA ENERGY CANADA ULC, an Alberta corporation (“GTE ULC”) and GRAN TIERRA ENERGY INC., a Nevada corporation (“Gran Tierra”)

AMENDMENT TO EMPLOYMENT AGREEMENT
Employment Agreement • May 7th, 2012 • Gran Tierra Energy, Inc. • Crude petroleum & natural gas

GRAN TIERRA ENERGY CANADA ULC, an company organized and existing under the laws of Province of Alberta, Canada (”GTE ULC”); and

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