BRIDGE LOAN AND CONTROL SHARE PLEDGE AND SECURITY AGREEMENT
THIS BRIDGE LOAN AND CONTROL SHARE PLEDGE AND SECURITY AGREEMENT (this
"Agreement") is made this 1st day of September, 2005, by and among GRAN TIERRA
ENERGY INC., an Alberta corporation ("Borrower"), and GOLDSTRIKE, INC., a Nevada
corporation ("Lender").
W I T N E S S E T H:
WHEREAS, Lender and Borrower have agreed upon the terms and conditions of
a merger (the "Merger") and related transactions (collectively, the
"Transactions"), as set forth in the Term Sheet attached hereto as Exhibit A
(the "Term Sheet"); and
WHEREAS, simultaneously herewith Lender has consummated a private
placement offering (the "PPO") of units of its securities, which PPO was
conducted pursuant to the exemption from registration provided by Rule 506 of
Regulation D under the Securities Act of 1933, as amended (the "Securities Act")
and/or Section 4(2) of the Securities Act;
WHEREAS, to provide Borrower with sufficient working capital to enable
Borrower to acquire certain Argentine oil and gas working interests (the
"Argentine Acquisition") while Lender and Borrower prepare the documentation
necessary and appropriate to consummate the Transactions and obtain all
necessary approvals from stockholders and third parties, Lender has agreed to
utilize the proceeds of the PPO to provide Borrower with a temporary loan;
WHEREAS, in order to secure the Borrower's obligations under such loan
including, but not limited to, the Borrower's obligations under the Note and
Security Agreement (hereinafter referenced), each dated as of even date
herewith, the Borrower has agreed to issue and pledge to the Lender 13,114,285
shares of its common stock (the "Borrower Control Shares") which will constitute
51% of the outstanding capital stock of Borrower, on a fully-diluted basis;
NOW, THEREFORE, in consideration of the premises and other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, Borrower and the Lenders, intending to be legally bound, agree as
follows:
ARTICLE I - LOAN
1.1. Loan. Lender agrees, on the terms and conditions of this Agreement,
to make loans to Borrower in an amount up to the entire proceeds of the PPO (the
"Commitment"), subject to the further terms hereof. Upon the execution and
delivery of this Agreement, the Lender shall loan to Borrower the amount of
Seven Million Dollars ($7,000,000), together with such adjustments for closing
and other expenses relating to the Argentine Acquisition as the parties may
mutually agree (the "Initial Amount"). The balance of the Commitment may be
drawn down by Borrower, in its discretion, upon compliance with the conditions
set forth in Exhibit B. The Initial Amount, together will all other amounts
borrowed hereunder, is sometimes hereinafter referred to as the "Loan".
1.2. The Note. Borrower has authorized the issuance of a promissory note
(the "Note") made in favor of Lender by Borrower, which shall be in the form set
forth in Exhibit B attached hereto. The Loan shall bear interest at the rate of
nine percent (9%) per annum on the full amount of the Commitment, regardless of
the actual amount borrowed by Borrower, and shall be due and payable to the
order of Lender 120 days after the date hereof (the "Due Date"); provided,
however, that from and after an Event of Default, as defined in Article VI
hereof, such interest rate shall increase to fifteen percent (15%) per annum.
1.3. Payments. Borrower will begin making consecutive monthly interest
only payments on the Loan of accrued interest commencing thirty (30) days the
date hereof and continuing through the Due Date, at which time Borrower shall
repay the unpaid principal amount of the Loan, together with accrued and unpaid
interest; provided, that upon the closing of the Merger, all amounts outstanding
under the Loan shall be forgiven, and the Note shall be deemed repaid in full.
ARTICLE II - SECURITY
As collateral security for Borrower's obligations hereunder and under the
Note, Borrower and each of Borrower's Subsidiaries will grant and pledge a
security interest in all of its respective assets to Lender, upon the terms and
conditions of a Security Agreement in the form set forth in Exhibit C attached
hereto, which is being executed and delivered simultaneously herewith. As an
additional inducement to Lender to make the Loan hereunder, the Borrower will
pledge the Borrower Control Shares, as provided for below. All certificates
representing Borrower's equity ownership of its Subsidiaries, together with all
certificates representing the Borrower Control Shares, shall be deposited into
escrow pursuant to the Pledge and Escrow Agreement (the "Escrow Agreement")
being executed simultaneously herewith
For purposes of this Agreement, a "Subsidiary" means any corporation,
partnership, joint venture or other entity in which Borrower has, directly or
indirectly, an equity interest representing 50% or more of the capital stock
thereof or other equity interests therein.
ARTICLE III - BORROWER CONTROL SHARES
3.1 Rights Relating to Borrower Control Shares. Prior to the occurrence of
an Event of Default (as defined herein) and the expiration of the applicable
Cure Period, (i) the Lender shall have no right to vote the Borrower Control
Shares at any meeting of the Borrower's stockholders, and (ii) the Lender shall
have no right to assign or transfer the Borrower Control Shares. Upon the
occurrence of such an Event of Default and the continuance thereof following the
expiration of the applicable Cure Period, the Lender shall be entitled (X) to
vote the Borrower Control Shares, and (Y) to assign or transfer such Borrower
Control Shares, and to enjoy all other rights and privileges incident to the
ownership of the Borrower Control Shares. Lender shall credit against the
amounts owed on the Loan, any dividends or distributions received with respect
to the Borrower Control Shares, and any proceeds received from the sale or
disposition of the Borrower Control Shares.
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3.2 Release of Pledged Shares from Pledge and Borrower Control Shares from
Escrow. Upon the payment of all amounts due to the Lender under the Loan
Documents by repayment in accordance with the terms of the Note, the parties
hereto shall notify the Escrow Agent to such effect in writing. Upon receipt of
such written notice, the Escrow Agent shall return to the party designated in
the notice the Transfer Documents and the certificates representing the Borrower
Control Shares. Notwithstanding anything to the contrary contained herein, upon
full payment of all amounts due to the Lender under the Loan Documents, by
repayment in accordance with the terms of the Note, this Agreement and Lender's
security interest and rights in and to the Borrower Control Shares shall
terminate.
ARTICLE IV - REPRESENTATIONS AND WARRANTIES OF BORROWER
Borrower represents and warrants as follows:
4.1. Organization. Borrower is a corporation duly existing under the laws
of its jurisdiction of incorporation and qualified and licensed to do business
in any jurisdiction in which the conduct of its business or its ownership of
property requires that it be so qualified, except where the failure to be so
qualified would not have a material adverse effect on the business, operations,
condition (financial or otherwise), property or prospects of Borrower or any
Subsidiary, or the ability of Borrower or any Subsidiary to carry out their
respective obligations under the Loan Documents (as defined in Section 4.2
below) (a "Company Material Adverse Effect").
4.2. Authorization. All corporate action on the part of Borrower and its
Subsidiaries and their respective officers, directors and stockholders necessary
for the authorization, execution, delivery and performance of all obligations of
Borrower and each such Subsidiary under this Agreement, the Note, the Security
Agreement, the Escrow Agreement and all other documents necessary or desirable
in connection with the Loan (collectively, the "Loan Documents") to which any of
them may be a party have been taken. This Agreement, the Notes, and the Security
Agreement, when executed and delivered by Borrower and each such Subsidiary,
shall constitute legal, valid and binding obligations of Borrower and each such
Subsidiary, enforceable against Borrower and each such Subsidiary in accordance
with their terms, except as such enforceability may be limited by applicable
bankruptcy, insolvency, moratorium or similar laws affecting creditors' rights
and the enforcement of debtors' obligations generally and by general principles
of equity, regardless of whether enforcement is pursuant to a proceeding in
equity or at law.
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4.3. Absence of Conflicts. The execution, delivery and performance of this
Agreement is not in conflict with nor does it constitute a breach of any
provision contained in Borrower's organizational documents, nor will it
constitute an event of default under any material agreement to which Borrower is
a party or by which Borrower is bound.
4.4. Consents and Approvals. Borrower has obtained all consents, approvals
and authorizations of, made all declarations or filings with, and given all
notices to, all governmental authorities and agencies that are necessary for the
continued operation of Borrower's business as currently conducted, or are
required by law.
4.5. Capitalization. The authorized and outstanding share capital of
Borrower is described on Schedule 4.5 attached hereto. Except as set forth on
Schedule 4.5 or as contemplated by the Transactions, there are no subscriptions,
convertible securities, options, warrants or other rights (contingent or
otherwise) currently outstanding to purchase any of the authorized but unissued
capital stock of Borrower. Except as set forth in Schedule 4.5 or as
contemplated by the Transactions, Borrower has no obligation to issue shares of
its capital stock, or subscriptions, convertible securities, options, warrants,
or other rights (contingent or otherwise) to purchase any shares of its capital
stock or to distribute to holders of any of its equity securities, any evidence
of indebtedness or asset. No shares of Borrower capital stock are subject to a
right of withdrawal or a right of rescission under any applicable securities
law. Except as set forth in Schedule 4.5, there are no outstanding or authorized
stock appreciation, phantom stock or similar rights with respect to the
Borrower. To the Knowledge of the Borrower, except as described in Schedule 4.5
or otherwise contemplated by this Agreement, there are no agreements to which
the Borrower is a party or by which it is bound with respect to the voting
(including without limitation voting trusts or proxies), registration under any
applicable securities laws, or sale or transfer (including without limitation
agreements relating to pre-emptive rights, rights of first refusal, co-sale
rights or "drag-along" rights) of any securities of the Borrower. To the
Knowledge of the Borrower, there are no agreements among other parties, to which
the Borrower is not a party and by which it is not bound, with respect to the
voting (including without limitation voting trusts or proxies) or sale or
transfer (including without limitation agreements relating to rights of first
refusal, co-sale rights or "drag-along" rights) of any securities of the
Borrower.
4.6. Litigation. Except as disclosed on Schedule 4.6, there are no
actions, suits, claims, investigations, arbitrations or other legal or
administrative proceedings, to the Knowledge of Borrower, threatened against
Borrower at law or in equity, and to Borrower's Knowledge, there is no basis for
any of the foregoing. Except as disclosed on Schedule 4.6, there are no
unsatisfied judgments, penalties or awards against or affecting Borrower or its
businesses, properties or assets. Except as disclosed on Schedule 4.6, Borrower
is not in default, and no event has occurred which with the passage of time or
giving of notice or both would constitute a default by Borrower with respect to
any order, writ, injunction or decree known to or served upon Borrower of any
court or of any foreign, federal, state, municipal or other governmental
department, commission, board, bureau, agency or instrumentality, domestic or
foreign. Except as disclosed on Schedule 4.6, there is no action or suit by
Borrower pending or threatened against others. Except as disclosed on Schedule
4.6, Borrower has complied with all laws, rules, regulations and orders
applicable to its current business, operations, properties, assets, products and
services the violation of which would have a material adverse effect. There is
no existing law, rule, regulation or order, and Borrower has no Knowledge of any
proposed law, rule, regulation or order, whether foreign, federal or state, that
would prohibit or materially restrict Borrower from, or otherwise materially
adversely affect Borrower in, conducting its businesses in any jurisdiction in
which it is now conducting business.
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As defined in this Agreement, "Knowledge" of Borrower means the actual
knowledge by a director or officer of Borrower of a particular fact or
circumstance or such knowledge as may reasonably be imputed to such person as a
result of his actual knowledge of other facts or circumstances as well as any
other knowledge which such person would have possessed had they made reasonable
inquiry of appropriate employees and agents of Borrower with respect to the
matter in question.
4.7. Absence of Certain Events. To the Borrower's Knowledge, there is no
existing condition, event or series of events which reasonably would be expected
to have a Company Material Adverse Effect.
4.8 Title to Property and Assets. Borrower does not own any real property.
Except as set forth on Schedule 4.8, Borrower has good and marketable title to
all of its personal property and assets free and clear of any material
restriction, mortgage, deed of trust, pledge, lien, security interest or other
charge, claim or encumbrance which would have a material adverse effect. Except
as set forth on Schedule 4.8, with respect to properties and assets it leases,
Borrower is in material compliance with such leases and holds a valid leasehold
interest free of any liens, claims or encumbrances which would have a material
adverse effect.
4.9. Governmental Permits. Borrower (including its Subsidiaries) holds all
licenses, franchises, permits and other governmental authorizations which are
required for the conduct of any aspect of Borrower's (including its
Subsidiaries') business, as presently conducted and as presently contemplated to
be conducted, including, but not limited to, all such business operations
contemplated by, or incident to, the Transactions and the Argentine Acquisition.
All such licenses, franchises, permits and other governmental authorizations are
valid and current, and Borrower has not received any notice that any
governmental authority intends to cancel, terminate or not renew any such
license, franchise, permit or other governmental authorization. Borrower has
conducted and is conducting its business in compliance with the requirements,
standards, criteria and conditions set forth in such licenses, franchises,
permits and other governmental authorizations, and all laws and regulations
applicable thereto, and is not in violation of any of the foregoing. The
consummation of the transactions contemplated hereunder will not alter or impair
or require changes to any such license, franchise, permit or other governmental
authorization.
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4.10 Borrower Control Shares. The Borrower Control Shares have been duly
and validly authorized for issuance and pledge pursuant to this Agreement and,
when issued and delivered as provided hereunder, will be duly authorized,
validly issued, fully paid and non-assessable and free and clear of all Liens
imposed by the Borrower or any other person other than restrictions on transfer
provided for in the Loan Documents. As used in this Agreement "Lien" means a
lien, charge, security interest, right of first refusal, preemptive right,
mortgage, pledge, title retention device, or other encumbrance or restriction.
ARTICLE V - COVENANTS OF BORROWER
So long as the Note is outstanding, Borrower agrees that, unless Lender
shall give its prior consent in writing, which consent shall not be unreasonably
withheld:
5.1. Ordinary Course. Borrower shall carry on its business in the ordinary
course substantially as conducted heretofore, and shall not engage in any
transaction outside of the ordinary course of business.
5.2. Maintain Properties. Borrower shall maintain its properties and
facilities in good working order and condition, reasonable wear and tear
excepted.
5.3. Performance under Agreements. Borrower shall perform all of its
obligations under agreements relating to or affecting its assets, properties or
rights.
5.5. Cooperation with Lender. Borrower shall cooperate with Lender and
shall use its reasonable best efforts to complete and sign the merger agreement
(the "Merger Agreement") contemplated by the Merger and shall use its reasonable
best efforts to consummate the Transactions contemplated thereby.
5.5. Financial Statements. Borrower shall provide to Lender prior to the
Due Date any such audited or unaudited financial statements as may be required
under applicable U.S. Securities Exchange Commission ("SEC") regulations for
inclusion of such statements in Lender's SEC and other regulatory filings upon
and following the Closing of the Merger.
5.6. Maintenance of Business Organization. Borrower shall maintain and
preserve its business organization intact and use its best efforts to retain its
present key employees and relationships with suppliers, customers and others
having business relationships with Borrower.
5.7. Compliance with Permits. Borrower shall maintain compliance with all
permits, laws, rules and regulations, consent orders and all other orders of
applicable courts, regulatory agencies, and similar governmental authorities.
5.8. Leases. Borrower shall maintain its present leases in accordance with
their respective terms, and shall not enter into new or amended lease
instruments.
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5.9. Payments. Except with respect to fees due to attorneys, accountants,
and investment bankers relating to the Transactions, including with respect to
the Loan, Borrower shall not make any payment, or incur any obligation to make
any payment in the ordinary course of business in excess of $25,000 without the
prior written consent of the Lender.
5.10. Loan Documents. Borrower shall comply in all respects with the terms
of the Security Agreement and all other Loan Documents.
5.11. Indebtedness. Except as contemplated by the Argentine Acquisition,
Borrower shall not incur any indebtedness other than: (i) trade debt incurred in
the ordinary course of business, (ii) purchase money obligations in the ordinary
course of business up to $25,000, or (iii) taxes and assessments not delinquent
or actively being contested in good faith by Borrower and for which Borrower has
adequate reserves
5.12. Liens. Borrower shall not permit to exist against any of its assets
any Lien except for (i) Permitted Liens (as defined in the Security Agreement),
(ii) taxes and assessments not delinquent or actively being contested in good
faith by Borrower and for which Borrower has adequate reserves, or (iii)
deposits or pledges for goods or services made in the ordinary course of
business.
5.13. Mergers. Except as contemplated by the Transactions, Borrower shall
not merge or consolidate with or into any other corporation, or sell, assign,
lease or otherwise dispose of or voluntarily part with the control (whether in
one transaction or in a series of related transactions) of assets (whether now
owned or hereafter acquired) having a fair market value of more than $25,000 at
the time(s) of transfer, or sell, assign or otherwise dispose of (whether in one
transaction or in a series of transactions) any of its accounts receivable
(whether now in existence or hereafter created) at a discount or with recourse,
to any person, except sales or other dispositions of assets in the ordinary
course of business.
5.15. Issuance of Capital Stock. Except as contemplated by the
Transactions, Borrower shall not issue, or agree or commit to issue, any shares
of capital stock, or to issue or grant any option, warrant, security or other
rights (contingent or otherwise) to purchase or acquire shares of its capital
stock, or any bond, debenture or other instrument or obligation which has the
power to vote in respect to the corporate affairs and management of Borrower.
The foregoing restriction shall not be construed to limit Borrower's ability to
issue or agree to issue shares of its capital stock, or to issue or grant any
option, warrant, security or other rights (contingent or otherwise) to purchase
or acquire shares of its capital stock, or any bond, debenture or other
instrument or obligation to the extent such sale or issuance is necessary to
enable Borrower, with Lender's consent not to be unreasonably withheld or
delayed, to cure an Event of Default under Article VI.
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5.15. Charter Documents. Borrower shall not make any amendment to its
Certificate of Incorporation or its By-Laws.
Within three (3) business days following Borrower's request for a waiver
of any provision of this Article V, the Lenders shall provide Borrower with
their response to such request.
ARTICLE VI - DEFAULTS AND REMEDIES
6.1. An "Event of Default" occurs if:
(a) Borrower defaults in the payment of any principal or interest of
the Note when the same shall become due, either by the terms thereof or
otherwise as herein provided; or
(b) Borrower defaults in the performance or observance of any other
agreement, term or condition contained in the Note or the other Loan Documents;
or
(c) Borrower shall default in the payment of any principal of, or
premium, if any, or interest on, any other indebtedness in excess of $25,000 or
obligation with respect to borrowed money after expiration of any grace or cure
period or shall default in the performance of any material term of any
instrument evidencing such Indebtedness or of any mortgage, indenture or
agreement relating thereto after expiration of any grace or cure period, and the
effect of such default is to cause or to permit the holder or holders of such
obligation to cause, such Indebtedness or obligation to become due and payable
prior to its stated maturity; or
(d) The Merger shall not have closed by the Due Date; or
(e) Borrower pursuant to or within the meaning of any Bankruptcy
Law:
(i) commences a voluntary case,
(ii) consents to the entry of an order for relief against it
in an involuntary case,
(iii) consents to the appointment of a Custodian of it or for
all or substantially all of its property,
(iv) makes a general assignment for the benefit of its
creditors, or
(v) is the debtor in an involuntary case which is not
dismissed within thirty (30) days of the commencement thereof, or
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(f) A court of competent jurisdiction enters an order or decree
under any Bankruptcy Law that:
(i) provides for relief against Borrower in an involuntary
case,
(ii) appoints a Custodian of Borrower for all or substantially
all of its property, or
(iii) orders the liquidation of Borrower,
(g) A final judgment for the payment of money in an amount in excess
of $25,000 shall be rendered against Borrower (other than any judgment as to
which a reputable insurance company shall have accepted full liability in
writing) and shall remain undischarged for a period (during which execution
shall not be effectively stayed) of 20 days after the date on which the right to
appeal has expired;
(h) Any representation or warranty made by Borrower in this
Agreement, any other Loan Document or in any other document or instrument
furnished in connection with the transactions contemplated hereby shall prove to
be materially false or incorrect on the date as of which made; or
(i) An event shall occur or there exist facts or circumstances which
create or result in a Material Adverse Effect;
then upon the occurrence of any Event of Default described in paragraphs (e) or
(f), the unpaid principal amount of and accrued interest on the Note shall
automatically become due and payable, without presentment, demand, protest or
notice of any kind, all of which are hereby waived by Borrower.
Upon the occurrence of any other Event of Default, Lender shall give
Borrower written notice of default. Borrower shall have seventy five (75) days
(the "Cure Period") after receipt of written notice of default from Lender to
cure said default. Borrower may cure the default prior to the expiration of the
Cure Period by (i) making payment in full to Lender of the entire principal
amount outstanding under the Note and all accrued interest thereon, together
with all other sums due thereunder and hereunder and (ii) Lender shall cause the
Escrow Agent to release the Borrower Control Shares to Borrower. During the Cure
Period Lender may not exercise the rights and remedies granted to it with
respect to the Collateral under the Loan Documents.
Notwithstanding the foregoing, if an Event of Default is cured prior to
the end of the Cure Period (including, but not limited to, an Event of Default
pursuant to Section 6.1(d) above), Borrower shall use its best efforts to ensure
that the Merger and the Transactions are consummated.
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If the Event of Default is not cured by the end of the Cure Period, then
in addition to any other rights, powers and remedies permitted by law or in
equity, the Lender may, at its option, by notice in writing to Borrower, declare
the Note to be, and the Notes shall thereupon be and become, immediately due and
payable, together with interest accrued thereon and all other sums due
hereunder, without presentment, demand, protest or other notice of any kind, all
of which are waived by Borrower.
Upon the continuance of any Event of Default after the expiration of the
applicable Cure Period, the holder of the Note may proceed to protect and
enforce its rights by an action at law, suit in equity or other appropriate
proceeding, whether for the specific performance of any agreement contained
herein or in the Note held by it, for an injunction against a violation of any
of the terms hereof or thereof, or for the pursuit of any other remedy which it
may have by virtue of this Agreement, the Security Agreement or pursuant to
applicable law. Borrower shall pay to the holder of the Notes upon demand the
reasonable costs and expenses of collection and of any other actions referred to
in this Article, including without limitation reasonable attorneys' fees,
expenses and disbursements.
No course of dealing and no delay on the part of the holder of the Note in
exercising any of its rights shall operate as a waiver thereof or otherwise
prejudice the rights of such holders, nor shall any single or partial exercise
of any right, power or remedy preclude any other or further exercise thereof or
the exercise of any other right, power or remedy hereunder. No right, power or
remedy conferred hereby or by the Note on the holder thereof shall be exclusive
of any other right, power or remedy referred to herein or therein or now or
hereafter available at law, in equity, by statute or otherwise.
6.2. For purposes of this Article, the following definitions shall apply:
"Bankruptcy Law" means Title 11, U.S. Code or any similar federal or state
law for the relief of debtors, or equivalent law of a non-U.S. jurisdiction.
"Custodian" means any receiver, trustee, assignee, liquidator or similar
official under any Bankruptcy Law.
ARTICLE VII - NOTICES
All notices, requests and demands shall be given to or made upon the
respective parties hereto in writing, such address as may be designated by it in
a written notice to the other party. All notices, requests, consents and demands
hereunder shall be effective when duly deposited in the mails (by overnight
delivery by a nationally-recognized overnight courier service or by United
States or Canadian registered or certified mail, postage prepaid, return receipt
requested) with a copy via facsimile. Unless the parties designate otherwise,
notices should be addressed as follows:
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If to Borrower:
Gran Tierra Energy Inc.
▇▇▇▇▇ ▇▇▇▇▇, ▇▇ - ▇▇▇ ▇▇▇▇▇▇ ▇.▇.
▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇ ▇▇▇
Attn: ▇▇▇▇ ▇▇▇▇▇▇▇▇, President and Chief Executive Officer
Facsimile: (▇▇▇)▇▇▇-▇▇▇▇
with a copy to:
McGuireWoods LLP
▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
Attn: ▇▇▇▇▇ ▇. ▇▇▇▇▇, Esq.
Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇
If to Lender:
Goldstrike Inc.
▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇▇, ▇.▇. ▇▇▇▇▇▇ ▇▇▇ ▇▇▇
Attn: ▇▇. ▇▇▇ ▇▇▇
Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇
with a copy to:
Gottbetter & Partners, LLP
▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
Attn: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇, Esq.
Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇
ARTICLE VIII - MISCELLANEOUS
8.1. Governing Law. This Agreement shall be governed by and construed in
accordance with the laws of the State of New York, without regard to conflicts
of laws principles thereof.
8.2. Amendment. This Agreement may be amended, modified or terminated only
by an instrument in writing signed by all parties.
8.3. No Assignment. Neither this Agreement nor any right or obligation
provided for herein may be assigned by any party without the prior written
consent of the other parties.
8.4. Successors. The terms and provisions of this Agreement shall be
binding upon and inure to the benefit of, and be enforceable by, the respective
successors and assigns of the parties hereto.
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8.5. Counterparts. The Agreement may be executed in any number of
counterparts, with the same effect as if all parties had signed the same
document. All such counterparts shall be deemed an original, shall be construed
together and shall constitute one and the same instrument. This Agreement may be
executed by facsimile signature.
8.6. Construction. The language used in this Agreement shall be deemed to
be the language chosen by the parties to express their mutual intent, and no
rule of strict construction shall be applied against any party.
8.8. Counterparts. The section headings contained in this Agreement are
inserted for convenience only and shall not affect in any way the meaning or
interpretation of this Agreement.
8.8. Severability. Any term or provision of this Agreement that is invalid
or unenforceable in any situation in any jurisdiction shall not affect the
validity or enforceability of the remaining terms and provisions hereof or the
validity or enforceability of the offending term or provision in any other
situation or in any other jurisdiction. If the final judgment of a court of
competent jurisdiction declares that any term or provision hereof is invalid or
unenforceable, the parties agree that the court making the determination of
invalidity or unenforceability shall have the power to limit the term or
provision, to delete specific words or phrases, or to replace any invalid or
unenforceable term or provision with a term or provision that is valid and
enforceable and that comes closest to expressing the intention of the invalid or
unenforceable term or provision, and this Agreement shall be enforceable as so
modified.
12
IN WITNESS WHEREOF, the parties hereto have caused this Bridge Loan
Agreement to be duly executed as of the day and year first above written.
BORROWER:
GRAN TIERRA ENERGY INC.
By:
--------------------------------
Name:
Title
LENDER:
GOLDSTRIKE INC.
By:
--------------------------------
Name:
Title
13
EXHIBIT A
[Term Sheet]
14
EXHIBIT B
Conditions to Draw Down
Borrower shall provide to Lender notice of its intention to draw down
funds, setting forth the amount to be drawn down and the date of funding (which
date shall be at least five (5) days following the date of receipt by the Lender
of the notice). The Lender agrees to advance such sums in accordance with
Borrower's notices, provided that at the time of each request, Borrower has
provided assurances acceptable to the Lender that there exists no Event of
Default under this Agreement or the other Loan Documents.
15
EXHIBIT C
[Security Agreement]
16
