Common use of Payment Acknowledgement Clause in Contracts

Payment Acknowledgement. (a) The Subscription Receipt Agent hereby: (i) acknowledges the receipt of Canadian Proceeds in the amount of $51,596,875 from Clarus; (ii) confirms that the Canadian Proceeds referred to in Section 2.2(a)(i) shall be immediately deposited by the Subscription Receipt Agent in one or more interest-bearing trust accounts in accordance with Section 6.1 and, pending the Acquisition Closing Date, will be invested in accordance with Section 6.1; and (iii) confirms that Subscription Receipt Certificates have been issued, in accordance with written directions of the Company, representing the Subscription Receipts created and issued pursuant to Section 2.1. (b) The U.S. Escrow Agent hereby: (i) acknowledges the receipt of U.S. Proceeds in the amount of $6,650,000; and (ii) confirms that the U.S. Proceeds referred to in Section 2.2(b)(i) shall be immediately deposited by the U.S. Escrow Agent in one or more interest-bearing trust accounts in accordance with Section 6.1 and, pending the Acquisition Closing Date, will be invested in accordance with Section 6.1. (c) The Company hereby: (i) acknowledges that the amount received by the Subscription Receipt Agent pursuant to Section 2.2(a)(i) and the amount received by the U.S. Escrow Agent pursuant to Section 2.2(b)(i) represent payment in full by the Agents of the Subscription Receipt Price for an aggregate of 12,262,500 Subscription Receipts; (ii) irrevocably directs the Subscription Receipt Agent to retain the Canadian Proceeds and the U.S. Escrow Agent to retain the U.S. Proceeds, each in accordance with the terms of this Agreement pending payment of such amounts in accordance with the terms of this Agreement; and (iii) irrevocably directs the Subscription Receipt Agent, concurrently with the execution and delivery of this Agreement, to certify, countersign and deliver Subscription Receipt Certificates representing an aggregate of 12,262,500 Subscription Receipts, in accordance with written directions from the Company. (d) The Agents hereby: (i) acknowledge receipt of the Subscription Receipt Certificates representing 12,262,500 Subscription Receipts; (ii) irrevocably direct the Subscription Receipt Agent to retain the total amount received by the Subscription Receipt Agent in respect of 10,862,500 Subscription Receipts in accordance with the terms of this Agreement pending payment of such amount in accordance with the terms of this Agreement; and (iii) irrevocably direct the U.S. Escrow Agent to retain the total amount received by the U.S. Escrow Agent in respect of 1,400,000 Subscription Receipts in accordance with the terms of this Agreement pending payment of such amount in accordance with the terms of this Agreement.

Payment Acknowledgement. (a) The Subscription Receipt Agent hereby: (i) hereby acknowledges receipt from the receipt Lead Underwriter, on behalf of Canadian Proceeds the Underwriters, of a wire transfer of funds in the aggregate amount of $51,596,875 from Clarus; (ii) l and confirms that such funds have been deposited in a segregated account in the Canadian Proceeds referred to name of the Corporation designated as “Gran Tierra Energy Inc. - Subscription Receipts”, or as otherwise directed by the Corporation in Section 2.2(a)(i) shall be immediately deposited by writing, and the Subscription Receipt Agent in one or more interest-bearing trust accounts in accordance with Section 6.1 and, pending the Acquisition Closing Date, will be invested in accordance with Section 6.1; and (iii) confirms that Subscription Receipt Certificates have been issued, in accordance with written directions of the Company, representing the Subscription Receipts created and issued pursuant to Section 2.1. (b) The U.S. Escrow Agent hereby: (i) acknowledges the receipt of U.S. Proceeds in the amount of $6,650,000; and (ii) confirms that the U.S. Proceeds referred to in Section 2.2(b)(i) shall be immediately deposited by the U.S. Escrow Agent in one or more interest-bearing trust accounts in accordance with Section 6.1 and, pending the Acquisition Closing Date, will be invested in accordance with Section 6.1. (c) The Company hereby: (i) acknowledges that the amount received by the Subscription Receipt Agent pursuant to Section 2.2(a)(i) and the amount received by the U.S. Escrow Agent pursuant to Section 2.2(b)(i) represent payment in full by the Agents of the Subscription Receipt Price for an aggregate of 12,262,500 Subscription Receipts; (ii) irrevocably directs the Subscription Receipt Agent to retain the Canadian Proceeds and the U.S. Escrow Agent to retain the U.S. Proceeds, each in accordance with the terms of this Agreement pending payment of such amounts in accordance with the terms of this Agreement; and (iii) irrevocably directs the Subscription Receipt Agent, concurrently with the execution and delivery of this Agreement, to certify, countersign and deliver Subscription Receipt Certificates representing an aggregate of 12,262,500 Subscription Receipts, in accordance with written directions from the Company. (d) The Agents hereby: (i) acknowledge receipt of the Subscription Receipt Certificates representing 12,262,500 Subscription Receipts; (ii) irrevocably direct the Subscription Receipt Agent to retain the total amount received by the Subscription Receipt Agent in respect of 10,862,500 Subscription Receipts in accordance with the terms of this Agreement pending payment of such amount in accordance with the terms of this Agreement; and (iii) irrevocably direct the U.S. Escrow Agent to retain the total amount received by the U.S. Escrow Agent in respect of 1,400,000 Subscription Receipts in accordance with the terms of this Agreement pending payment of such amount in accordance with the terms of this Agreement. (b) The Corporation hereby: (i) acknowledges that the amount received by the Subscription Receipt Agent pursuant to Subsection 2.1(a) represents payment in full by the Underwriters of the aggregate Subscription Price for l Subscription Receipts, net of the amount contemplated by Subsection 2.1(c)(ii); and (ii) irrevocably directs the Subscription Receipt Agent to retain the amount specified in Subsection 2.1(a) in accordance with the terms of this Agreement pending payment of such amount in accordance with the terms of this Agreement. (c) On behalf of the Underwriters, the Lead Underwriter acknowledges: (i) receipt of one or more Global Subscription Receipts representing l Subscription Receipts registered in the name of CDS (or its nominee)[; and (ii) satisfaction by the Corporation of its obligation to pay the first half of the Underwriters’ Fee payable to the Underwriters pursuant to the Underwriting Agreement].

Payment Acknowledgement. (a1) The Subscription Receipt Agent hereby: (i) acknowledges shall, in writing, promptly acknowledge receipt from the receipt Orion Subscriber of Canadian Proceeds funds by wire transfer, in the aggregate amount of $51,596,875 from Clarus; (ii) confirms US$110,000,000, and shall confirm that such funds have been deposited in a segregated interest-bearing account with a US Approved Bank in the Canadian Proceeds referred to in Section 2.2(a)(i) shall be immediately deposited by name of the Subscription Receipt Agent in one designated as “Computershare Trust Company of Canada as Subscription Receipt Agent for Stornoway Diamond Corporation USD Private Placement” (the “US Escrow Account”) or more interest-bearing trust accounts in accordance as otherwise directed by the Corporation (with Section 6.1 andthe prior written consent of Orion), pending the Acquisition Closing Date, and will be invested in accordance with Section 6.1; and (iii) confirms that Subscription Receipt Certificates have been issued, Article 4 hereof and paid in accordance with written directions of the Company, representing the Subscription Receipts created and issued pursuant to Section 2.1.Article 3 hereof; (b2) The U.S. Escrow Subscription Receipt Agent hereby: shall, in writing, promptly acknowledge receipt (i) acknowledges the receipt from RQ of U.S. Proceeds funds by wire transfer, in the aggregate amount of $6,650,000; and 100,000,000, and (ii) confirms from CDPQ of funds by wire transfer, in the aggregate amount of $22,000,000, and shall confirm that the U.S. Proceeds referred to such funds have been deposited in Section 2.2(b)(i) shall be immediately deposited by the U.S. Escrow Agent in one or more a segregated interest-bearing trust accounts account with a CDN Approved Bank in accordance the name of the Subscription Receipt Agent designated as “Computershare Trust Company of Canada as Subscription Receipt Agent for Stornoway Diamond Corporation CDN Private Placement” (the “CDN Escrow Account”) or as otherwise directed by the Corporation (with Section 6.1 andthe prior written consent of RQ and CDPQ), pending the Acquisition Closing Date, and will be invested in accordance with Section 6.1.Article 4 hereof and paid in accordance with Article 3 hereof; (c3) The Company Corporation hereby: (ia) acknowledges that the amount amounts received by the Subscription Receipt Agent pursuant to Section 2.2(a)(i) and the amount received 2.2(1), as evidenced by the U.S. Escrow Agent pursuant receipt referred to in Section 2.2(b)(i) 2.2(1), represent payment in full by the Agents Orion Subscriber of the aggregate Subscription Receipt Price for an aggregate of 12,262,500 171,254,203 Subscription Receipts; (b) acknowledges that the amounts received by the Subscription Receipt Agent pursuant to Section 2.2(2), as evidenced by the receipts referred to in Section 2.2(2), represent payment in full (i) by RQ of the aggregate Subscription Price for 142,857,142 Subscription Receipts, and (ii) by CDPQ of the aggregate Subscription Price for 31,428,571 Subscription Receipts; and (c) irrevocably directs the Subscription Receipt Agent to retain the Canadian Proceeds and the U.S. Escrow Agent to retain the U.S. Proceeds, each such amounts in accordance with the terms of this Agreement pending payment of such amounts in accordance with the terms of this Agreement; and (iii) irrevocably directs the Subscription Receipt Agent, concurrently with the execution and delivery of this Agreement, to certify, countersign and deliver Subscription Receipt Certificates representing an aggregate of 12,262,500 Subscription Receipts, in accordance with written directions from the Company. (d) The Agents hereby: (i) acknowledge receipt of the Subscription Receipt Certificates representing 12,262,500 Subscription Receipts; (ii) irrevocably direct the Subscription Receipt Agent to retain the total amount received by the Subscription Receipt Agent in respect of 10,862,500 Subscription Receipts in accordance with the terms of this Agreement pending payment of such amount in accordance with the terms of this Agreement; and (iii) irrevocably direct the U.S. Escrow Agent to retain the total amount received by the U.S. Escrow Agent in respect of 1,400,000 Subscription Receipts in accordance with the terms of this Agreement pending payment of such amount in accordance with the terms of this Agreement.