0001144204-16-136718 Sample Contracts

43,335,000 Shares GRAN TIERRA ENERGY INC. Common Stock UNDERWRITING AGREEMENT
Participation Agreement • November 28th, 2016 • Gran Tierra Energy Inc. • Crude petroleum & natural gas • New York

Gran Tierra Energy Inc., a Delaware corporation (the “Company”), proposes to issue and sell to the several Underwriters named in Schedule I hereto (the “Underwriters”) for which Scotia Capital Inc., RBC Dominion Securities Inc. and Dundee Securities Ltd. are acting as representatives (the “Representatives”), 43,335,000 shares of common stock of the Company, par value $0.001 per share (“Common Stock,” and such shares of Common Stock, the “Firm Shares”).

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