Gran Tierra Energy, Inc. Sample Contracts

RECITALS:
Registration Rights Agreement • December 19th, 2005 • Gran Tierra Energy, Inc. • Metal mining • New York
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and
Share Purchase Agreement • November 10th, 2005 • Goldstrike Inc • Metal mining • Alberta
RECITALS:
Subscription Agreement • December 19th, 2005 • Gran Tierra Energy, Inc. • Metal mining • New York
ASSIGNMENT AGREEMENT
Assignment Agreement • November 10th, 2005 • Goldstrike Inc • Metal mining • Alberta
GRAN TIERRA ENERGY INC., Issuer AND [TRUSTEE], Trustee INDENTURE Dated as of [•], 20__ Debt Securities
Indenture • August 2nd, 2016 • Gran Tierra Energy Inc. • Crude petroleum & natural gas • New York

Whereas, for its lawful corporate purposes, the Company has duly authorized the execution and delivery of this Indenture to provide for the issuance of debt securities (hereinafter referred to as the “Securities”), in an unlimited aggregate principal amount to be issued from time to time in one or more series as in this Indenture provided, as registered Securities without coupons, to be authenticated by the certificate of the Trustee;

AND U.S. BANK NATIONAL ASSOCIATION, as Trustee INDENTURE Dated as of April 6, 2016 5.00% Convertible Senior Notes due 2021
Indenture • April 6th, 2016 • Gran Tierra Energy Inc. • Crude petroleum & natural gas • New York

INDENTURE dated as of April 6, 2016 between GRAN TIERRA ENERGY INC., a Nevada corporation, as issuer (the “Company,” as more fully set forth in Section 1.01) and U.S. BANK NATIONAL ASSOCIATION, a national banking association, as trustee (the “Trustee,” as more fully set forth in Section 1.01).

GRAN TIERRA ENERGY INC. AND _____________, AS WARRANT AGENT FORM OF COMMON STOCK WARRANT AGREEMENT DATED AS OF __________
Common Stock Warrant Agreement • August 2nd, 2016 • Gran Tierra Energy Inc. • Crude petroleum & natural gas • New York

This Common Stock Warrant Agreement (this “Agreement”), dated as of [●], between Gran Tierra Energy Inc., a Nevada corporation (the “Company”) and [●], a [corporation] [national banking association] organized and existing under the laws of [●] and having a corporate trust office in [●], as warrant agent (the “Warrant Agent”).

Gran Tierra Energy Inc. and _____________, As Warrant Agent Form Of Debt Securities Warrant Agreement Dated As Of __________
Warrant Agreement • July 22nd, 2015 • Gran Tierra Energy Inc. • Crude petroleum & natural gas • New York

This Debt Securities Warrant Agreement (this “Agreement”), dated as of [●], between Gran Tierra Energy Inc., a Nevada corporation (the “Company”) and [●], a [corporation] [national banking association] organized and existing under the laws of [●] and having a corporate trust office in [●], as warrant agent (the “Warrant Agent”).

GRAN TIERRA ENERGY INC. AND _____________, AS WARRANT AGENT FORM OF PREFERRED STOCK WARRANT AGREEMENT DATED AS OF __________
Preferred Stock Warrant Agreement • August 2nd, 2016 • Gran Tierra Energy Inc. • Crude petroleum & natural gas • New York

This Preferred Stock Warrant Agreement (this “Agreement”), dated as of [●], between GRAN TIERRA ENERGY INC., a Nevada corporation (the “Company”) and [●], a [corporation] [national banking association] organized and existing under the laws of [●] and having a corporate trust office in [●], as warrant agent (the “Warrant Agent”).

INDEMNITY AGREEMENT
Indemnity Agreement • November 4th, 2016 • Gran Tierra Energy Inc. • Crude petroleum & natural gas • Delaware

This Indemnity Agreement (this “Agreement”) dated as of October 31, 2016, is made by and between Gran Tierra Energy Inc., a Delaware corporation (the “Company”), and [•] (“Indemnitee”).

GRAN TIERRA ENERGY INC. AND _____________, AS WARRANT AGENT FORM OF DEBT SECURITIES WARRANT AGREEMENT DATED AS OF __________
Securities Warrant Agreement • August 2nd, 2016 • Gran Tierra Energy Inc. • Crude petroleum & natural gas • New York

This Debt Securities Warrant Agreement (this “Agreement”), dated as of [●], between Gran Tierra Energy Inc., a Nevada corporation (the “Company”) and [●], a [corporation] [national banking association] organized and existing under the laws of [●] and having a corporate trust office in [●], as warrant agent (the “Warrant Agent”).

RECITALS:
Pledge and Escrow Agreement • September 7th, 2005 • Goldstrike Inc • Metal mining • New York
SUBSCRIPTION RECEIPT AGREEMENT GRAN TIERRA ENERGY INC. - and - [UNDERWRITER] - and - [TRUSTEE] Providing for the Issue of Subscription Receipts of Gran Tierra Energy Inc. Made as of l
Subscription Receipt Agreement • August 2nd, 2016 • Gran Tierra Energy Inc. • Crude petroleum & natural gas • New York

[UNDERWRITER] (the “Lead Underwriter”), on its own behalf and on behalf of the underwriters who are party to the Underwriting Agreement providing for the issue and sale to investors of the Subscription Receipts

RECITALS:
Security Agreement • September 7th, 2005 • Goldstrike Inc • Metal mining • New York
EXECUTIVE EMPLOYMENT AGREEMENT
Executive Employment Agreement • February 20th, 2024 • Gran Tierra Energy Inc. • Crude petroleum & natural gas • Alberta
REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • December 7th, 2006 • Gran Tierra Energy, Inc. • Crude petroleum & natural gas • New York

This Registration Rights Agreement (this “Agreement”) is made and entered into as of the ___ day of ________ 2006 (the “Effective Date”) between Gran Tierra Energy, Inc. f/k/a. Goldstrike, Inc., a Nevada corporation (the “Company”), and the parties set forth on the signature page and Exhibit A hereto (each, a “Purchaser” and collectively, the “Purchasers”).

FORM OF REGISTRATION RIGHTS AGREEMENT GRAN TIERRA ENERGY INC. REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • July 5th, 2006 • Gran Tierra Energy, Inc. • Crude petroleum & natural gas • New York

This REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made as of June 30, 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”).

Execution Date City and Date Bogotá D. C. the 29th of August of 2014 Addendum No. 1 Crude Oil Transportation Agreement - DC - 017 - 2013 SENDER PETROLIFERA PETROLEUM (COLOMBIA) LIMITED NIT 900.139.306-1 OPERATOR CENIT TRANSPORTE Y LOGÍSTICA DE...
Gran Tierra Energy Inc. • November 6th, 2014 • Crude petroleum & natural gas

This Addendum No. 1 to the Contract for the Transportation of Crude Oil on the Mansoyá - Orito Pipeline entered into on the 31st of August of 2013 (the “Agreement”), is entered into on the 29th day of the month of August of 2014 (“Execution Date”) by:

Crude Oil Transportation Agreement
Transportation Agreement • December 24th, 2014 • Gran Tierra Energy Inc. • Crude petroleum & natural gas

The Parties have agreed to enter into this Agreement which will be governed by the terms and conditions stipulated in the clauses set forth below, after the following

GRAN TIERRA ENERGY INC. 9.500% SENIOR SECURED AMORTIZING NOTES DUE 2029 INDENTURE Dated as of October 20, 2023 GRAN TIERRA ENERGY INC., as Issuer GRAN TIERRA ENERGY CI GMBH, GRAN TIERRA OPERATIONS COLOMBIA GMBH, AND GRAN TIERRA ENERGY COLOMBIA GMBH,...
Indenture • October 24th, 2023 • Gran Tierra Energy Inc. • Crude petroleum & natural gas • New York

INDENTURE, dated as of October 20, 2023, among GRAN TIERRA ENERGY INC., a Delaware corporation (the “Issuer”), the NOTE GUARANTORS listed in Schedule 1 (each individually, together with its successors, a “Note Guarantor”, and collectively together with the Issuer, the “Note Guarantors”) and U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, as trustee (together with its successors hereunder, in such capacity, the “Trustee”), security registrar (together with its successors hereunder, in such capacity, the “Security Registrar”), paying agent (together with its successors hereunder, in such capacity, the “Paying Agent”, and together with any other paying agents under this Indenture in their respective capacities as such, the “Paying Agents”) and security agent (together with its successors hereunder, in such capacity, the “Security Agent”).

AMENDMENT NO. 2 TO EXECUTIVE EMPLOYMENT AGREEMENT
Executive Employment Agreement • August 5th, 2015 • Gran Tierra Energy Inc. • Crude petroleum & natural gas • Alberta

This Amendment No. 2 to Executive Employment Agreement, is made as of May 7, 2015 (this “Amendment”), by and among Gran Tierra Energy Inc., a Nevada corporation (“Gran Tierra”), Gran Tierra Energy Canada ULC, an Alberta corporation (“GTE ULC”) (Gran Tierra and GTE ULC are collectively referred to herein as the “Company”) and David Hardy, a citizen of Canada with a residence in City of Calgary in the Province of Alberta (the “Executive”). The Company and Executive are each sometimes referred to herein as a “Party” and collectively as the “Parties.”

FORM OF SECURITIES PURCHASE AGREEMENT GRAN TIERRA ENERGY INC. SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • July 5th, 2006 • Gran Tierra Energy, Inc. • Crude petroleum & natural gas • New York

This SECURITIES PURCHASE AGREEMENT (this “Agreement”) is dated as of June 30, 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”).

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EXECUTIVE EMPLOYMENT AGREEMENT
Employment Agreement • February 4th, 2009 • Gran Tierra Energy, Inc. • Crude petroleum & natural gas • Alberta
Lock-Up Email Agreement MMCAP International Inc. SPC
Gran Tierra Energy Inc. • June 5th, 2019 • Crude petroleum & natural gas

Further to our previous correspondence, Gran Tierra Energy Inc. (“Gran Tierra”) is currently considering making an offer (the “Offer”) to purchase all of the issued and outstanding 5.00% Convertible Senior Notes due 2021 (being US$115 million aggregate principal amount) of Gran Tierra (the “Convertible Notes”) from the holders thereof at the purchase price of US$1,075 per US$1,000 principal amount of Convertible Notes (the “Purchase Price”). In addition, noteholders who deposit their Convertible Notes to the Offer will receive a cash payment in respect of all accrued and unpaid interest outstanding on such Convertible Notes up to, but excluding, the date on which such Convertible Notes are taken up by Gran Tierra pursuant to the Offer.

Crude Oil Transportation Agreement
Transportation Agreement • November 12th, 2013 • Gran Tierra Energy Inc. • Crude petroleum & natural gas

This Crude Oil Transportation Agreement (hereinafter, the “Agreement”) is entered into on the thirty first (31st) of August of 2013 (the “Execution Date”):

THIRD AMENDMENT TO CREDIT AGREEMENT
Credit Agreement • August 29th, 2016 • Gran Tierra Energy Inc. • Crude petroleum & natural gas • New York

This Third Amendment to Credit Agreement (this “Amendment”) is entered into effective as of the 23rd day of August, 2016, by and among Gran Tierra Energy International Holdings Ltd., an exempted company incorporated with limited liability under the laws of the Cayman Islands (the “Borrower”), Gran Tierra Energy Inc., a corporation duly formed and existing under the laws of the State of Nevada (the “Parent”), The Bank of Nova Scotia, as administrative agent (the “Administrative Agent”) and the Lenders party hereto.

Gran Tierra Energy Inc. 7.750% Senior Unsecured Notes due 2027 PURCHASE AGREEMENT May 20, 2019 May 20, 2019
Gran Tierra Energy Inc. • May 23rd, 2019 • Crude petroleum & natural gas • New York

Initial Guarantors: Gran Tierra Energy International Holdings Ltd. and each of the other subsidiaries of Gran Tierra Energy Inc., other than immaterial subsidiaries, that is a guarantor under the credit agreement

VOTING SUPPORT AGREEMENT
Voting Support Agreement • January 21st, 2011 • Gran Tierra Energy, Inc. • Crude petroleum & natural gas • Alberta

For good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged by you (the "Securityholder"), and in consideration of the entering into by Petrolifera Petroleum Limited ("TargetCo") and Gran Tierra Energy Inc. ("AcquireCo") of the arrangement agreement (the "Arrangement Agreement") dated the date hereof relating to the proposed acquisition of TargetCo by AcquireCo (the "Arrangement") and providing for, amongst other things, the issuance of 0.1241 of an AcquireCo Share for each TargetCo Share subject to rounding, the Securityholder agrees as follows (unless otherwise defined herein, capitalized terms shall have the meanings ascribed thereto in the Arrangement Agreement):

CONTRACT No.: VSM-GPS-065-2013 AGREEMENT FOR THE PURCHASE OF COMMODITIES (CRUDE OIL) SPECIAL CONDITIONS These are the Special Conditions of Contract VSM- GPS-065-2013, hereinafter the “Agreement”. The Agreement will be governed by the Special...
Demand Anticipation Agreement • February 24th, 2014 • Gran Tierra Energy Inc. • Crude petroleum & natural gas • Bogotá D.C.

Founded by Decentralized entity of the national order, created by Law 165 of 1948, NIT 899-999-068-1, organized as Mixed Economy Company based on the provisions of Article 2 of Law 1118 of 2006, attached to the Ministry of Mines and Energy, domiciled in Bogotá D.C., whose Bylaws are integrally contained in Public Deed No. 5314 of December 14, 2007 and its subsequent amendments, all granted before the Second Notary Public of the Notary Circuit of Bogotá DC., and registered with the Chamber of Commerce of Bogotá D.C., hereinafter and for purposes of this Agreement referred to as the “BUYER”.

Free translation of Spanish language document
Sale and Purchase Agreement • February 24th, 2014 • Gran Tierra Energy Inc. • Crude petroleum & natural gas

This Addendum (hereinafter the “Addendum”) to the Agreement (as defined below) is entered into on the 22nd of November of 2013 by and between PETROLIFERA PETROLEUM (COLOMBIA) LTD., a limited liability company organized and existing under the laws of the Cayman Islands, acting through its duly registered branch office (hereinafter the “SELLER”), jointly represented by Duncan Nightingale, identified with Colombian Alien I. D. No. 391739 and Manuel Antonio Buitrago Vives, identified with Colombian I. D. No. 72.191.666, duly authorized to enter into this Addendum according to the Certificate of Existence and Incumbency issued by the Chamber of Commerce attached hereto, and GUNVOR COLOMBIA SAS, a company organized under the laws of the Republic of Colombia (hereinafter the “BUYER”), represented by Jaime Alejandro Hoyos Juliao, identified with Colombian I. D. No. 80.082.474, duly authorized to enter into this Addendum according to the written vote dated on the 30th of November of 2012 of the

VETRA ENERGÍA, S.L. as Seller; GRAN TIERRA RESOURCES LIMITED as Purchaser; -and- INVERSIONES FRIEIRA, S.L. VETRA ENERGY GROUP LLC as Parent Companies; SALE AND PURCHASE AGREEMENT* for all of the issued share capital of Vetra Southeast S.L.U.
Sale and Purchase Agreement • February 25th, 2019 • Gran Tierra Energy Inc. • Crude petroleum & natural gas

Vetra Energía, S.L., a company incorporated and existing under the laws of the Kingdom of Spain whose registered office is at Fernández de la Hoz, 9, 28010, Madrid, Spain;

ADDENDUM No. 1 TO CONTRACT No.: VSM-GPS-064-2013 COMMODITIES (CRUDE OIL) PURCHASE AGREEMENT SPECIAL CONDITIONS These are the Special Conditions of the Addendum to Contract No. VSM-GPS-064-2013, hereinafter “Addendum No. 1”.
Special Conditions • November 6th, 2014 • Gran Tierra Energy Inc. • Crude petroleum & natural gas

BUYER Name ECOPETROL S.A. Founded by Decentralized entity of the national order, created by Law 165 of 1948, NIT 899.999.068-1, organized as Mixed Economy Company based on the provisions of Article 2 of Law 1118 of 2006, attached to the Ministry of Mines and Energy, domiciled in Bogotá D.C., whose Bylaws are integrally contained in Public Deed No. 5314 of December 14, 2007 and its subsequent amendments, all granted before the Second Notary Public of the Notary Circuit of Bogotá DC., and registered with the Chamber of Commerce of Bogotá, D.C., hereinafter and for purposes of this Addendum No. 1 referred to as the “BUYER”, represented herein by LUIS FRANCISCO SANABRIA CHACÓN, bearer of citizenship card No. 79.538.375, acting in his capacity as National Manager of Refined and Crude Oil and duly authorized to enter into this Addendum No. 1, as evidenced by the attached Certificate of Incorporation and Legal Representation. Address Carrera 7 No. 37-69, Piso 7, Bogotá, D.C. NIT 899.999.068-1

COSTAYACO CRUDE OIL SALES / PURCHASE AGREEMENT
Sales / Purchase Agreement • February 26th, 2013 • Gran Tierra Energy Inc. • Crude petroleum & natural gas

This CRUDE OIL SALES / PURCHASE AGREEMENT (hereinafter the “Agreement”) is entered into on December 3, 2012 and shall be in effect as of this date, by and between PETROLIFERA PETROLEUM (COLOMBIA) LIMITED a limited liability company organized under the Laws of Cayman Islands, acting through its duly registered Colombian branch (hereinafter the “SELLER”), jointly represented by Alejandra Escobar Herrera, identified with Citizenship Card No. 52.646.943 and Manuel Antonio Buitrago Vives, identified with Citizenship Card No 72.191.666, duly authorized to enter into this Agreement pursuant to the Certificate of Incorporation and Legal Representation attached hereto, issued by the Chamber of Commerce, and GUNVOR COLOMBIA SAS, a company organized under the Laws of the Republic of Colombia (hereinafter the “BUYER”), represented by Jaime Alejandro Hoyos Juliao, bearer of Citizenship Card No. 80.082.474, duly authorized to enter into this Agreement pursuant to the vote in writing dated November 3

GRAN TIERRA ENERGY INC. FORM OF SECURITIES PURCHASE AGREEMENT
Form of 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”).

EXECUTIVE EMPLOYMENT AGREEMENT
Executive Employment Agreement • February 27th, 2009 • Gran Tierra Energy, Inc. • Crude petroleum & natural gas • Alberta
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