0001144204-06-025642 Sample Contracts

GRAN TIERRA ENERGY INC. REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • June 21st, 2006 • Gran Tierra Energy, Inc. • Crude petroleum & natural gas • New York

This REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made as of June 20, 2006 by and among GRAN TIERRA ENERGY INC., a Nevada corporation, (the “Company”), and each investor listed on Schedule 1 hereto (each such investor, individually, an “Initial Investor” and, collectively, the “Initial Investors”).

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GRAN TIERRA ENERGY INC. FORM OF SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • June 21st, 2006 • Gran Tierra Energy, Inc. • Crude petroleum & natural gas • New York

This SECURITIES PURCHASE AGREEMENT (this “Agreement”) is dated as of June 20, 2006 and is by and among GRAN TIERRA ENERGY INC., a Nevada corporation, with its principal office at 300, 611-10th Avenue S.W. Floor, 610-8th Avenue S.W., Calgary, Alberta CANADA (the “Company”), and each investor listed on Schedule 1 hereto (each such investor individually, a “Purchaser” and, collectively, the “Purchasers”).

GRAN TIERRA ENERGY INC. REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • June 21st, 2006 • Gran Tierra Energy, Inc. • Crude petroleum & natural gas • New York

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”).

Lock-Up Letter Gran Tierra Energy Inc. Private Placement of Common Stock
Lock-Up Letter • June 21st, 2006 • Gran Tierra Energy, Inc. • Crude petroleum & natural gas
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