0001144204-08-065459 Sample Contracts

AMENDMENT NO. 2 TO COLOMBIAN PARTICIPATION AGREEMENT BY AND AMONG GRAN TIERRA ENERGY COLOMBIA LTD., GRAN TIERRA ENERGY INC. AND CROSBY CAPITAL, LLC DATED AS OF JULY 3, 2008
Colombian Participation Agreement • November 19th, 2008 • Gran Tierra Energy, Inc. • Crude petroleum & natural gas

This Amendment No. 2 to Colombian Participation Agreement (this “Amendment”) is effective as of July 3, 2008 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”). 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 here in 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”).

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