E XHIBIT 2.1 

GRAN TIERRA Energy INTERNATIONAL Holdings Ltd.

as Purchaser

and

TRIBECA OIL & GAS INC.

MACQUARIE BANK LIMITED

RORICK VENTURES GROUP INC.

as Vendors

and

PETROLATINA ENERGY LIMITED

share purchase agreement

June 30, 2016

TABLE OF CONTENTS

SHARE PURCHASE AGREEMENT

THIS SHARE PURCHASE AGREEMENT is dated June 30, 2016,

AMONG:

GRAN TIERRA ENERGY INTERNATIONAL Holdings LTD. , a corporation existing under the laws of the Cayman Islands (the “ Purchaser ”)

- and –

TRIBECA OIL & GAS INC. , a company registered in Panama under number 1346015-1-615421 (“ Tribeca ”)

- and -

MACQUARIE BANK LIMITED , a company registered in Australia under number ABN 46 008 583 542 (“ Macquarie ”)

- and -

RORICK VENTURES GROUP INC. , a company incorporated under the laws of British Virgin Islands, company number 1492380 (“ Rorick ” and, collectively with Tribeca and Macquarie, the “ Vendors ” and each a “ Vendor ”)

- and -

PETROLATINA ENERGY LIMITED , company incorporated in England and Wales under the 1985 Act, with registered number 05173588 (the “ Corporation ”).

WHEREAS the Vendors are the registered and beneficial owners of the Purchased Securities;

AND WHEREAS the Purchaser desires to purchase from the Vendors and the Vendors desire to sell to the Purchaser all of the Purchased Securities;

AND WHEREAS the Purchaser and the Vendors desire that the Corporation provide, and the Corporation desires to provide, certain covenants and agreements in connection with the foregoing;

NOW THEREFORE , in consideration of the covenants and agreements herein contained and other good and valuable consideration (the receipt and sufficiency of which are hereby acknowledged), the Parties do hereby covenant and agree as follows:

Article 1
INTERPRETATION

Section 1.1            Defined Terms.

As used in this Agreement, the capitalized terms listed below shall have the corresponding meanings.

“ Advance Amount ” has the meaning specified in Section 2.5(1).

“ Accounts Receivable ” means all accounts receivables, notes receivables and other debts due or accruing due to any Purchased Corporation.

“ Additional Share Transactions ” means the acquisition by the Purchaser of all (but not less than all) of the Corporation Shares held by the Corporation Shareholders (other than the Vendors) pursuant to the Drag Along Procedures.

“ Adjustment Escrow Fund ” has the meaning specified in Section 2.6(a).

“ Affiliate ” means, with respect to any Person, any other Person that, directly or indirectly through one or more intermediaries, controls, or is controlled by, or is under common control with, such Person, and the term “control” (including the terms “controlled by” and “under common control with”) means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such Person, whether through ownership of voting stock, ownership interest or securities, by contract or otherwise.

“ Agreement ” means this share purchase agreement.

“ Ancillary Agreements ” means all agreements, certificates and other instruments delivered or given pursuant to this Agreement.

“ ANH ” means the Agencia Nacional de Hidrocarburos, or National Hydrocarbon Agency, an agency of the Colombian government.

“ ANH Approval ” means the approval of the ANH required in connection with the transactions contemplated by this Agreement (including, for certainty, the Additional Share Transactions) , under Applicable Laws.

“ Applicable Laws ” means all laws (including common law), by-laws, statutes, rules, regulations, orders, ordinances, codes, and judgments or other requirements and the terms and conditions of any grant, approval, permission, authority, license or other Authorization of any Governmental Authority as are applicable to a Person or its business, undertaking, property or securities and emanate from another Person having jurisdiction over the first Person or its business, undertaking, property or securities and to the extent that they have the force of law, policies, guidelines, written notices, directions and protocols of any Governmental Authority; and, for greater certainty, “Applicable Laws” includes Environmental Laws.

“ Assets ” means the Oil and Gas Assets, the Non-Oil and Gas Owned Real Property, the Non-Oil and Gas Leased Real Property and the Other Personal Property.

“ Authorization ” means, with respect to any Person, any order, permit, approval, consent, waiver, licence or other authorization of any Governmental Authority having jurisdiction over the Person.

“ Balance Sheet Date ” means December 31, 2015 .

“ Books and Records ” means all information in any form relating to the business of any Purchased Corporation, including books of account, financial, tax, business, marketing, personnel and research information and records, equipment logs, operating guides and manuals and all other documents, files, correspondence and other information.

“ Bribery Act ” means the Bribery Act 2010 (UK), c 23.

“ Buildings and Fixtures ” means all plant, buildings, structures, erections, improvements, appurtenances and fixtures (including fixed machinery and fixed equipment) situate on any of the Subject Properties.

“ Business Day ” means any day of the year, other than a Saturday, Sunday or any day on which major Canadian, U.S. or Colombian chartered banks are closed for business in Calgary, Alberta, New York, NY or Bogotá, Colombia, respectively.

“ CFPOA ” means the Corruption of Foreign Public Officials Act , RSC 1998, c 34 (Canada).

“ Change of Control Obligations ” means all amounts payable to current or former employees of the Corporation upon the consummation of, or relating to, or resulting from the transactions contemplated by this Agreement and the Additional Share Transactions as set out in Section 3.1(ss) of the Disclosure Letter, including, for certainty, all amounts that may become payable to any officer, director or employee of a Purchased Corporation as a result of the termination of that officer, director or employee at Closing .

“ Closing ” means the completion of the transaction of purchase and sale contemplated in this Agreement.

“ Closing Date ” means the later of August 15, 2016 and the date that is five Business Days after the satisfaction or waiver of the last of the closing conditions set out in this Agreement (other than those conditions in Section 6.1(a), Section 6.1(b), Section 6.1(d), Section 6.1(e), Section 6.1(f), Section 6.1(g), Section 6.1(h), Section 6.1(j), Section 6.2(a), Section 6.2(b), and Section 6.2(d) that by their nature are to be (and will be) satisfied on Closing, but subject to the satisfaction or waiver of those conditions), provided that such date may not be later than the Outside Date .

“ Closing Obligations ” means all: (i) Indebtedness as of the close of business on the Closing Date; (ii) Change of Control Obligations; (iii) 50% of the Transaction Expenses as of the close of business on the Closing Date (without duplication of corresponding Working Capital) and (iv) without duplication of the foregoing (i) through (iii), any liabilities that would be recorded on the consolidated balance sheet of the Corporation in accordance GAAP as of the Closing Date.

“ Confidential Information ” has the meaning specified in Section 10.2.

“ Contract ” means any agreement, contract, lease, license, undertaking, engagement or commitment of any nature, whether written or oral.

“ Corporate Records ” has the meaning specified in Section 3.1(f).

“ Corporation ” has the meaning specified in the recitals.

“ Corporation Shareholders ” means all of the shareholders of the Corporation.

“ Corporation Shares ” means ordinary shares of US$0.10 each in the capital of the Corporation.

“ Corporation Warrants ” means warrants of the Corporation for the purchase of Corporation Shares.

“ Damages ” means any losses, liabilities, damages or expenses (including reasonable legal fees and expenses) whether resulting from an action, suit, proceeding, arbitration, claim or demand that is instituted or asserted by a third party, including a Governmental Authority, or a cause, act, omission or state of facts not involving a third party.

“ Deposit Escrow Agent ” has the meaning specified in Section 2.5(1).

“ Deposit Escrow Agreement ” has the meaning specified in Section 2.5(1).

“ Disclosure Letter ” means the disclosure letter dated the date of this Agreement and delivered by the Vendors to the Purchaser with this Agreement.

“ Documents of Title ” means: (i) the E&P Contracts of any Purchased Corporation; (ii) all other Contracts of any Purchased Corporation relating to the ownership or operation of its Oil and Gas Assets entered into in the normal course of business, including: joint operating agreements, operating procedures, unit agreements and unit operating agreements; agreements for the construction, ownership and operation of gas plants, pipelines, gas gathering systems and similar facilities; pooling agreements, royalty agreements, farmin agreements, farmout agreements and participation agreements; trust agreements. agreements respecting the gathering, measurement, processing, compression or transportation of Hydrocarbons; seismic data; licensing agreements; well operating contracts; and surface leases, pipeline easements, road use agreements and other Contracts granting surface rights; and (iii) all Authorizations of any Purchased Corporation issued or granted by any Governmental Authority pertaining to the ownership or operation of its Oil and Gas Assets or the gathering, processing, treatment, storage, measurement, transportation or sale of the production of Hydrocarbons from its Oil and Gas Assets.

“ Draft Closing Statement ” has the meaning specified in Section 2.8(1).

“ Drag Along Notice ” has the meaning specified in the Shareholder Agreement and articles of association of the Corporation.

“ Drag Along Procedures ” means the drag-along provisions specified in each of the Shareholder Agreement and the articles of association of the Corporation pursuant to which the Corporation Shareholders are required to sell and transfer all of their Corporation Shares to a bona fide proposed third-party purchaser of more than 50% of the Corporation Shares.

“ E&P Contract ” means a Contrato de Exploracion y Produccion de Hidrocarburos or any other concession, Authorization, production sharing, participation or similar arrangement with the ANH, EcoPetrol or other Governmental Authority in Colombia and in any other applicable jurisdiction where the Oil and Gas Assets are located, under which the operators or owners thereunder or the holders thereof have the right to certain Hydrocarbons within such jurisdictions or the right to explore or drill for, or develop, exploit, produce or market any such Hydrocarbons.

“ EcoPetrol ” means Empresa Colombiana de Petróleos, the national oil company of Colombia.

“ Effective Date ” means the Closing Date.

“ Employee Plans ” means all the employee benefit, fringe benefit, supplemental unemployment benefit, bonus, incentive, profit sharing, termination, change of control, pension, retirement, savings, stock option, stock purchase, stock appreciation, health, welfare, medical, dental, disability, life insurance and similar plans, programmes, arrangements or practices relating to any current or former employees, officers, management executives or directors of any of the Purchased Corporations maintained, sponsored, contributed to or funded by any Purchased Corporation or under which any Purchased Corporation may have any liability contingent or otherwise.

“ Employment Contracts ” means Contracts other than Employee Plans, relating to any of the employees of any Purchased Corporation.

“ Encumbrance ” means any pledge, lien (statutory or otherwise), charge, mortgage, assignment by way of security, conditional sale, title retention agreement or arrangement, easement, deemed or statutory trust, restrictive covenant or other encumbrance of any nature which, in substance, secures payment or performance of an obligation, a right of first refusal (or right of first offer or other pre-emptive or preferential right of purchase), an option to purchase, a royalty, a net profits interest, a carried working interest, a right to convert a royalty to a working interest on a payout of a well or other operation, and a penalty or forfeiture arising as a result of non-participation in a drilling or other operation.

“ Environment ” means the natural environment (including soil, land surface or subsurface strata), surface waters, groundwater, sediment, ambient air (including all layers of the atmosphere), organic and inorganic matter and living organisms, and any other environmental medium or natural resource and all sewer systems.

“ Environmental Laws ” means, with respect to any Person or its business, activities, property, assets or undertaking, all Applicable Laws, relating to the Environment or public health and safety matters in the jurisdictions applicable to such person or its business, activities, property, assets or undertaking, including Applicable Laws governing the use, storage, treatment and release of Hazardous Substances and the operation and abandonment of oil, natural gas and other wells, the decommissioning, dismantling and disposal of oil and natural gas facilities and equipment and the reclamation and remediation of surface and subsurface lands used in connection therewith.

“ Escrow Agent ” has the meaning specified in Section 2.6(a).

“ Escrow Agreement ” has the meaning specified in Section 2.6(b).

“ Escrow Certificate ” has the meaning specified in Section 2.9(2)).

“ Estimated Closing Amount ” has the meaning specified in Section 2.9(1).

“ Estimated Closing Obligations ” has the meaning specified in Section 2.7.

“ Estimated Effective Date Working Capital ” has the meaning specified in Section 2.7.

“ Exchange Rate ” means the average of the closing exchange rate published by the Wall Street Journal for the purchase of British pounds sterling with United States dollars for the five trading days immediately preceding the Closing Date.

“ Final Closing Amount ” has the meaning specified in Section 2.9(1).

“ Final Closing Statement ” has the meaning specified in Section 2.8(1), Section 2.8(4) or Section 2.8(5), as the case may be.

“ Financial Statements ” means the audited consolidated financial statements of the Purchased Corporations for the fiscal year ending December 31, 2014 and 2015 consisting in each case of consolidated statement of comprehensive income, consolidated statement of financial position, consolidated statement of cash flows, consolidated statement of changes in equity, the Corporation balance sheet and the related notes, together with a report of the auditors, BDO LLP.

“ Financing ” has the meaning specified in Section 5.2(4).

“ Financing Party ” has the meaning specified in Section 5.2(4)(a).

“ Financing Source Party ” has the meaning specified in Section 11.4.

“ FS Provision ” has the meaning specified in Section 11.4.

“ Fundamental Representations of Purchaser ” has the meaning specified in Section 8.4(2)(a).

“ Fundamental Representations of Vendors ” has the meaning specified in Section 8.4(1)(a).

“GAAP” means International Financial Reporting Standards, ​ as issued by the International Accounting Standards Board.

“ Governmental Authority ” means: (i) any national, super-national, international, multinational, federal, provincial, state, regional, municipal, local or other government, governmental or public department, ministry, central bank, court, tribunal, arbitral body, commission, commissioner, board, bureau or agency, domestic or foreign; (ii) any subdivision, agency, agent or authority of any of the foregoing; (iii) any quasi-governmental or private body, including any tribunal, commission, regulatory agency or self-regulatory organization, exercising any regulatory, expropriation or taxing authority under or for the account of any of the foregoing; (iv) any public enterprise or state-owned or controlled corporation; (v) any stock exchange; or (vi) any other government owned or controlled Person.

“ Hazardous Substances ” means any element, waste or other substance whether natural or artificial and whether consisting of gas, liquid, solid or vapour that is prohibited, listed, defined, designated or classified as dangerous, hazardous, radioactive, explosive or toxic or a pollutant or a contaminant under or pursuant to any applicable Environmental Laws, and specifically includes Hydrocarbons and all derivatives thereof or synthetic substitutes therefor, water produced in conjunction with Hydrocarbons, drilling and fracking fluids, and asbestos or asbestos containing materials or any substance which is deemed under Environmental Laws to be deleterious to the Environment or worker or public health or safety.

“ Hydrocarbons ” means oil, gas, casinghead gas, condensate, natural gasoline, ethane, propane, butane, natural gas liquids, and other liquid or gaseous hydrocarbons, or any of them or any combination thereof, together with all other products and substances extracted, separated, processed and produced therewith or therefrom, whether hydrocarbon or not, including sulfur, coalbed gas and carbon dioxide.

“ Indebtedness ” means (i) any liability, for borrowed money (including bank loans, lines of credit and loans from related parties), or evidenced by an instrument for the payment of money, or incurred in connection with the acquisition of any property, services or assets (including securities), or relating to a capitalized lease obligation, or any other obligation that meets the definition of a liability in accordance with GAAP, other than, in each case (x) accounts payable representing unsecured claims of trade creditors created or assumed in the ordinary course in connection with the obtaining of materials or services that are included in Working Capital, (y) any intercompany liabilities solely as between the Purchased Corporations, and (z) any other liability that is included in Working Capital, (ii) any obligations under exchange rate contracts, interest rate protection agreements or other hedging or derivatives arrangements, (iii) any obligations to reimburse the issuer of any letter of credit (where the issuer has made payment on such letter of credit), surety bond, performance bond or other guarantee of contractual performance, in each case to the extent drawn, and (iv) any payments, fines, fees, penalties or other amounts applicable to or otherwise incurred in connection with, or as a result of any prepayment or early satisfaction of, any obligation described in clauses (i) through (iii) above.

“ Indemnified Person ” means a Person with indemnification rights or benefits under this Agreement including pursuant to Article 8.

“ Indemnifying Party ” means a Party against which a claim may be made for indemnification under this Agreement, including pursuant to Article 8.

“ Indemnity Escrow Fund ” has the meaning specified in Section 2.6(c) .

“insider” means in respect of any Purchased Corporation: (i) a director, officer or management executive of that Purchased Corporation; (ii) a director or officer or management executive of a Person that is itself an insider or Subsidiary of that Purchased Corporation, or (iii) a Person that has (A) beneficial ownership of, or control or direction over, directly or indirectly, securities of that Purchased Corporation carrying more than 10 per cent of the voting rights attached to all that Purchased Corporation’s outstanding voting securities, or (B) a combination of beneficial ownership of, and control or direction over, directly or indirectly, securities of any Purchased Corporation carrying more than 10 per cent of the voting rights attached to that Purchased Corporation’s outstanding voting securities.

“ Intellectual Property ” means domestic and foreign: (i) patents, provisional patent applications, applications for patents and reissues, divisions, continuations, renewals, extensions and continuations-in-part of patents or patent applications; (ii) proprietary and non-public business information, including inventions (whether patentable or not), invention disclosures, improvements, discoveries, trade secrets, confidential information, know-how, methods, processes, designs, technology, technical data, schematics, formulae and customer lists, and documentation relating to any of the foregoing; (iii) copyrights, copyright registrations and applications for copyright registration; (v) designs, design registrations, design registration applications; (vi) trade names, business names, corporate names, domain name registrations, website names and world wide web addresses, common law trade-marks, trade-mark registrations, trade mark applications, trade dress and logos, and the goodwill associated with any of the foregoing; and (vii) any other intellectual property and industrial property.

“ Interim Period ” means the period between the close of business on the date of this Agreement and the Closing.

“ Known Contingent Liabilities ” means the matters set out in Schedule 8.2(1)(e).

“ Leases ” means all oral and written leases and all amendments, extensions, assignments and variations thereof or any guarantee or security agreements therefor, of the properties leased by any Purchased Corporation , excluding any Oil and Gas Assets.

“Material Adverse Change” means any change, event, occurrence, effect or circumstance that: (i) is or would reasonably be expected to be material and adverse to the business, condition (financial or otherwise), assets or results of operations of the Purchased Corporations, taken as a whole, other than changes, effects, or circumstances resulting from or arising in connection with economic factors affecting the economy as a whole, or factors generally affecting the industry or specific markets in which the Purchased Corporations operate or attributable to the announcement or performance of the transactions contemplated by this Agreement or the Additional Share Transactions, or both, situations of war or terrorism or changes in Applicable Law or GAAP, provided that in each case, such matter does not have a materially disproportionate effect on any of the Purchased Corporations, relative to other comparable companies and entities operating in the industries in which any of the Purchased Corporation operates; or (ii) would reasonably be expected to prevent or materially delay or impair the ability of any of the Vendors to perform its obligations under this Agreement or to consummate the transactions contemplated herein.

“ Material Authorizations ” has the meaning specified in Section 3.1(nn).

“ Material Contracts ” has the meaning specified in Section 3.1(p).

“ Money Laundering Laws ” means financial recordkeeping and reporting requirements and requirements as to identification of Persons of the money laundering statutes, the rules and regulations thereunder and any related or similar rules, regulations or guidelines issued by Governmental Authorities.

“ Non-Oil and Gas Leased Properties ” means the lands and premises listed and described in Section 1.1 – Non-Oil and Gas Leased Properties of the Disclosure Letter by reference to their municipal address, excluding any Oil and Gas Assets.

“ Non-Oil and Gas Real Properties ” means the lands and premises listed and described in Section 1.1 – Non-Oil and Gas Real Properties of the Disclosure Letter by reference to their municipal addresses and proper legal descriptions, excluding any Oil and Gas Assets.

“ Notice ” has the meaning specified in Section 11.1.

“ OFAC ” means the United States Department of the Treasury’s Office of Foreign Assets Control.

“ Oil and Gas Assets ” means the entire interest of the Purchased Corporations in or to any Hydrocarbons within any jurisdiction in which any Purchased Corporation operates or owns interests, including Colombia or any rights in or in respect of any such Hydrocarbons, together with all facilities, equipment and other tangible property and any other miscellaneous rights, property or interests used or intended for use in connection with the exploration or drilling for, or the production, exploitation, handling, processing, gathering or storage of, any Hydrocarbons in any jurisdiction in which any Purchased Corporation, operates or owns interests, including Colombia and including all rights, interests and benefits of any Purchased Corporation in or arising by or under any E&P Contracts.

“ Ordinary Course ” means, with respect to an action taken by a Person, that such action is consistent with the past practices of the Person and is taken in the ordinary course of the normal day-to-day operations of the Person.

“Other Personal Property” means all tangible and intangible personal property (including, for the avoidance of doubt, securities) of each of the Purchased Corporations, wherever located, but excluding all Oil and Gas Assets.

“Outside Date” means October 31, 2016 .

“ Parties ” means the Vendors, and the Purchaser and any other Person who may become a party to this Agreement.

“ Permitted Encumbrances ” means (i) the terms and conditions of Authorizations pertaining to the Oil and Gas Assets (ii) Encumbrances for Taxes not yet due and delinquent, (iii) easements, encroachments and other minor imperfections of title which do not, individually or in the aggregate, materially detract from the value of or impair the use or marketability of any real property (excluding the Oil and Gas Assets), (iv)  rights of general application reserved to or vested in any Governmental Authority to levy property taxes or Taxes on Hydrocarbons or any of them or the income therefrom, or to control, limit or regulate production rates or the operation or use of any property, and (v) Encumbrances listed and described in Section 1.1 – Permitted Encumbrances of the Disclosure Letter but only to the extent such Encumbrances conform to their description in Section 1.1 – Permitted Encumbrances of the Disclosure Letter.

“Person” includes an individual, limited or general partnership, limited liability company, limited liability partnership, trust, joint venture, association, body corporate, unincorporated organization, trustee, executor, administrator, legal representative, government (including any Governmental Authority) or any other entity, whether or not having legal status and pronouns have a similarly extended meaning.

“ Pre-Effective Tax Period ” means a taxation year or other fiscal period that ends on or before the Effective Date.

“ Pro Rata Share ” means, with respect to each Vendor the percentage of the Purchase Price payable to that Vendor relative to the Purchase Price as set out in Schedule 2.1 .

“ Purchase Price ” has the meaning specified in Section 2.4.

“ Purchased Corporations ” means, collectively, the Corporation and its Subsidiaries and a “ Purchased Corporation ” shall mean any one of the Corporation and its Subsidiaries, as applicable.

“ Purchased Securities ” has the meaning specified in Section 2.1.

“ Purchased Shares ” has the meaning specified in Section 2.1.

“ Purchased Warrants ” has the meaning specified in Section 2.1.

“ Purchaser ” has the meaning specified in the recitals.

“ Representative ” means any officer, director, employee, representative (including any financial or other advisor) or agent of any Purchased Corporation or of any of its Affiliates, as the case may be.

“ SDNs ” means any individuals or entities sanctioned as specially designated nationals under sanctions administered by OFAC.

“ Securities Financial Information ” has the meaning specified in Section 5.2(2).

“ Shareholder Agreement ” means the shareholders’ agreement relating to the Corporation dated February 15, 2012 between the Vendors, Tribeca Oil and Gas Financing Inc., Juan Carlos Rodriguez, Athos Enterprises Limited, Lyan Financial Corporation and the Corporation.

“ SIC Notice ” means the submission of such notice or notices to the Superintendent of Industry and Commerce of the Republic of Colombia under Law 1340 of 2009 required in connection with the transactions contemplated by this Agreement (including, for certainty, the Additional Share Transactions).

“ Straddle Period ” means a taxation year or fiscal period, as applicable, that includes but does not end on the Effective Date.

“ Subject Properties ” means the Non-Oil and Gas Real Properties and the Non-Oil and Gas Leased Properties.

“ Subsidiary ” means with respect to a Person, any other Person which is directly or indirectly controlled by such Person and, with respect to the Corporation, includes all Persons set out in Section 1.1 – Subsidiaries of the Disclosure Letter.

“ tax assessment period ” has the meaning described in Section 8.4(1)(b).

“ Tax Returns ” means any and all returns, reports, declarations, elections, notices, forms, designations, filings, and other documents (including estimated tax returns and reports, withholding tax returns and reports, and information returns and reports) filed or required to be filed in respect of Taxes.

“ Tax ” or “ Taxes ” means all taxes, duties, fees, premiums, assessments, imposts, levies and other charges of any kind whatsoever imposed by any Governmental Authority, together with all interest, penalties, fines, additions to tax or other additional amounts imposed in respect thereof, including those levied on, or measured by, or referred to as, income, gross receipts, profits, capital, large corporation, capital gain, alternative minimum, transfer, land transfer, sales, goods and services, harmonized sales, use, value-added, excise, stamp, withholding, business, franchising, property, employer health, payroll, employment, health, social services, education and social security taxes, all surtaxes, all customs duties and import and export taxes, all employment insurance, health insurance, national insurance contributions, pay as you earn deductions and Governmental Authority pension plan and workers compensation premiums or contributions including any interest, fines or penalties for failure to withhold, collect or remit any tax and any liability for such taxes imposed by law with respect to any other Person arising pursuant to any tax sharing, indemnification or other agreements or any liability for taxes of any predecessor or transferor entity and whether disputed or not.

“ Third Party Claim ” means any action, suit, proceeding, arbitration, claim or demand that is instituted or asserted by a third party, including a Governmental Authority, against an Indemnified Person which entitles the Indemnified Person to make a claim for indemnification under this Agreement.

“ Transaction Expenses ” means all costs and expenses of the Corporation in connection with the transactions contemplated by this Agreement, including the Additional Share Transactions and in relation to complying with the Drag Along Procedures and the costs associated with preparing and delivering the materials set out in Schedule 5.2(3).

“ Vendor ” and “ Vendors ” have the meanings outlined in the recitals.

“ Vendors’ Share ” means the percentage of the aggregate number of Purchased Securities held by the Vendors relative to the sum of the aggregate number of outstanding Corporation Shares and Corporation Warrants, each as set out in Section 3.1(e) of the Disclosure Letter and Schedule 2.1.

“ Working Capital ” means, at any time, the amount by which the consolidated current assets of the Purchased Corporations exceeds or is less than the consolidated current liabilities of the Purchased Corporations determined in accordance with GAAP .

Section 1.2            References and Usage .

Unless expressly stated otherwise, in this Agreement:

Section 1.3            Headings, etc .

The use of headings (e.g. Article, Section, etc.) in this Agreement is reference only and is not to affect the interpretation of this Agreement. References in the Agreement to Article, Section etc., unless otherwise specified, shall mean the applicable Article, Section, etc. of this Agreement.

Section 1.4            Knowledge .

Where any representation or warranty in this Agreement is expressly qualified by reference to the knowledge or awareness of “each Vendor” or “the Vendors”, it is deemed to refer to the actual knowledge of any of Juan Carlos Rodriguez, Martha Patricia Severino, Luis Guillermo Acosta and Luc Gerard, in each case after reasonable inquiry of such Persons (including, as applicable, appropriate officers or management executives of the Vendors and any Purchased Corporation) as he or she considers necessary as to the matters that are the subject of the representations and warranties.

Section 1.5            Schedules and Disclosure Letter .

The schedules attached to this Agreement and the Disclosure Letter form an integral part of this Agreement for all purposes of it. A disclosure in the Disclosure Letter made by reference to any particular section of this Agreement shall be deemed to be made also in respect of any other section of this Agreement to which the disclosure or qualification may be applicable without the need for a cross-reference or a reference in the other sections of this Agreement to a section of the Disclosure Letter. The Disclosure Letter itself and all information contained in it is confidential information and may not be disclosed unless (i) it is required to be disclosed pursuant to Applicable Law unless such Applicable Law permits the Parties to refrain from disclosing the information for confidentiality or other purposes or (ii) a Party needs to disclose it in order to enforce or exercise its rights under this Agreement or to a lender or financier or purchaser of assets.

Article 2
PURCHASED SHARES AND PURCHASE PRICE

Section 2.1            Purchase and Sale .

Subject to the terms and conditions of this Agreement, each Vendor agrees to sell, assign and transfer to the Purchaser and the Purchaser agrees to purchase from each Vendor on the Closing Date, all (but not less than all) of the issued and outstanding Corporation Shares held beneficially or of record by such Vendor (collectively, the “ Purchased Shares ”) and outstanding Corporation Warrants held beneficially or of record by such Vendor (collectively, the “ Purchased Warrants ” and, together with the Purchased Shares, the “ Purchased Securities ”) as more particularly set out in Schedule 2.1. 

Section 2.2            Consent to Transfer

Each Vendor irrevocably consents to the transfer to the Purchaser of, and waives any rights of pre-emption or other restrictions on such transfer in respect of, all of the Corporation Shares (or any of them) conferred by the Corporation’s articles of association or otherwise (including without limitation under articles 4, 5 or 8 of the Corporation’s articles of association and clauses 10, 11 or 14 of the Shareholders Agreement) and shall, before Closing, procure such irrevocable consent and waiver of any such rights or restrictions conferred on any other Person who is not a party to this Agreement (which, for certainty, may be provided in connection with the Additional Share Transactions) and on, and as a condition of, Closing deliver to the Purchaser any such written waivers and consents, each duly executed by each of the Vendors and any such other Persons as applicable.

Section 2.3            Date, Time and Place of Closing .

Closing will take place at the offices of Stikeman Elliott LLP, 4300 Bankers Hall West 888 - 3rd Street S.W. Calgary, Alberta, at 10:00 a.m. (Calgary time) on the Closing Date or at such other place, on such other date and at such other time as may be agreed upon in writing between the Vendors and the Purchaser.

Section 2.4            Purchase Price .

The aggregate consideration (collectively the “ Purchase Price ”) payable by the Purchaser to the Vendors is the Vendors’ Share of FIVE HUNDRED AND TWENTY FIVE MILLION DOLLARS ($525,000,000.00), being $465,485,485.3011178, comprised of:

Section 2.5            Advance Amount

Section 2.6            Payment of the Purchase Price.

Subject to Closing, the Purchase Price will be paid and satisfied, subject to adjustment in accordance with Section 2.7 and Section 2.9 as follows:

Section 2.7            Preliminary Closing Statement.

Section 2.8            Preparation of Final Closing Statement.

Section 2.9            Price Adjustment.

Section 2.10          No Effect on Other Rights.

The determination and adjustment of the Purchase Price in accordance with the provisions of this Article will not limit or affect any other rights or causes of action either the Purchaser or the Vendors may have with respect to the representations, warranties, covenants and indemnities in its favor contained in this Agreement.

Article 3
REPRESENTATIONS AND WARRANTIES OF THE VENDORS

Section 3.1            Representations and Warranties Regarding the Corporation.

The Vendors acknowledge that Purchaser is entering into this Agreement in reliance upon the representations and warranties of the Vendors set out in this Section 3.1 and the Vendors represent and warrant (severally and not jointly and severally) to the Purchaser at the date hereof and as of the Effective Date as follows:

Corporate Matters

General Matters Relating to the Assets

Particular Matters Relating to the Oil and Gas Assets

Documents of Title or any other agreements and instruments pertaining to the Oil and Gas Assets to which any Purchased Corporation is a party or by or to which any Purchased Corporation or such assets are bound or subject and all such Documents of Title and other similar agreements and instruments are in good standing and in full force and effect and none of the counterparties to the Documents of Title and other agreements and instruments is in default thereunder. No Purchased Corporation has received written notice of any material default under any of the Documents of Title pertaining to its Oil and Gas Assets or to which it is a party or by or to which it or any such assets are bound or subject.

Financial Matters

True, correct and complete copies of the Financial Statements are attached as Section 3.1(ii) of the Disclosure Letter.

Business Matters

Section 3.2            Representations and Warranties Regarding the Vendors

The Vendors acknowledge that Purchaser is entering into this Agreement in reliance upon the representations and warranties of the Vendors set out in this Section 3.2 and each Vendor, severally and not jointly and severally, as to itself only, represents and warrants to the Purchaser at the date hereof and as of the Effective Date as follows:

Article 4
REPRESENTATIONS AND WARRANTIES OF THE PURCHASER

Section 4.1            Representations and Warranties of the Purchaser .

The Purchaser acknowledges that each Vendor is entering into this Agreement in reliance upon the representations and warranties of Purchaser set out in this Section 4.1 and Purchaser represents and warrants to each Vendor at the date hereof and as of the Effective Date as follows:

Article 5
PRE-CLOSING COVENANTS OF THE PARTIES

Section 5.1            Conduct of Business Prior to Closing .

Section 5.2            Access by Purchaser; Financing Cooperation .

provided, further, that nothing in this ‎ Section 5.2(4) shall require the Corporation to cause the delivery of (1) legal opinions or reliance letters or any certificate as to solvency or any other certificate necessary for any Financing, other than as allowed by Section 5.2(4)(c), (2) any financial or other information in a form not customarily prepared by the Corporation with respect to such period, or (3) any financial information with respect to a month or fiscal period that has not yet ended or has ended less than forty-five (45) days prior to the date of such request (it being agreed and acknowledged that the preparation of any interim financial statements shall be the sole responsibility of the Purchaser).

Nothing in this ‎‎ Section 5.2(4) shall require any such cooperation to the extent that it would (1) require the Corporation to pay any commitment or other fees, reimburse any expenses or otherwise incur any liabilities or give any indemnities prior to the Closing, (2) interfere with the ongoing business or operations of any Purchased Corporation, or (3) require the any Purchased Corporation to enter into or approve any agreement or other documentation effective prior to the Closing, and (ii) no action, liability or obligation (including any obligation to pay any commitment or other fees or reimburse any expenses) of any Purchased Corporation or any of their respective Representatives under any certificate, agreement, arrangement, document or instrument relating to any Financing shall be effective until the Closing. The Corporation hereby consents to the use of its and the Purchased Corporations’ logos solely in connection with any Financing in a form and manner mutually agreed with the Corporation in writing; provided, however, that such logos are used solely in a manner that is not intended, or reasonably likely, to harm or disparage any Purchased Corporation or any of their respective subsidiaries or the reputation or goodwill of any of the foregoing.

Purchaser shall (i) promptly upon request by the Corporation, reimburse the Corporation for all of its reasonable and documented out-of-pocket fees and expenses (including reasonable fees and expenses of external legal counsel and accountants) incurred by any Purchased Corporation or any of its Representatives in connection with any cooperation contemplated by this Section 5.2(3) and (ii) indemnify and hold harmless the Purchase Corporations and their Representatives against any claim, loss, damage, injury, liability, judgment, award, penalty, fine, cost (including cost of investigation), expense (including fees and expenses of counsel and accountants) or settlement payment incurred as a result of, or in connection with, such cooperation or any Financing and any information used in connection therewith other than those claims, losses, damages, injuries, liabilities, judgments, awards, penalties, fines, costs, expenses and settlement payment arising out of or resulting from the gross negligence, fraud or willful misconduct of any Purchased Corporation or any of their respective Representatives as finally determined by a court of competent jurisdiction.

Section 5.3            Drag Along Notice .

Section 5.4            Actions to Satisfy Closing Conditions .

Section 5.5            Notices and Requests for Consents .

Section 5.6            Filings and Authorizations; Restructuring .

Section 5.7            Notice of Untrue Representation or Warranty .

The Vendors shall promptly notify the Purchaser in writing, and the Purchaser shall promptly notify the Vendors in writing, upon any representation or warranty made by it contained in this Agreement becoming untrue or incorrect during the Interim Period. Any such notification must set out the particulars of the untrue, incorrect or inaccurate representation or warranty and details of any actions being taken by the Vendors or the Purchaser, as the case may be, to rectify that state of affairs. Any information in any such written notice (including any supplemental disclosure) shall not be deemed to have cured any inaccuracy in or breach of any representation or warranty contained in this Agreement, including for purposes of the indemnification or termination rights contained in this Agreement or of determining whether or not the conditions set forth in Article 6 have been satisfied. At all times during the Interim Period, the Vendors shall have the right to cure any such inaccuracy in or breach of any representation or warranty.

Section 5.8            Beneficial Holdings .

Subject to Closing, each Vendor shall cause all Corporation Shares owned beneficially by it to be transferred by the legal holder thereof to the Purchaser at Closing.

Article 6
CONDITIONS OF CLOSING

Section 6.1            Conditions for the Benefit of the Purchaser.

The purchase and sale of the Purchased Securities is subject to the following conditions being satisfied on or prior to the Closing Date, which conditions are for the exclusive benefit of the Purchaser and may be waived, in whole or in part, by the Purchaser in its sole discretion:

Section 6.2            Conditions for the Benefit of the Vendors.

The purchase and sale of the Purchased Securities is subject to the following conditions being satisfied on or prior to the Closing Date, which conditions are for the exclusive benefit of the Vendors and may be waived, in whole or in part, by the Vendors in their sole discretion.

Article 7
TERMINATION

Section 7.1            Termination Rights.

This Agreement may, by notice in writing given on or prior to the Closing Date, be terminated:

Section 7.2            Effect of Termination.

Article 8
INDEMNIFICATION

Section 8.1            Survival .

All provisions of this Agreement and of any certificate, instrument or document to be delivered pursuant to or in connection with this Agreement shall not merge on Closing and shall, subject to Section 8.3 below, survive the Closing, the execution and delivery of any certificate, instrument or document delivered pursuant to or in connection with this Agreement and the payment of the Purchase Price.

Section 8.2            Indemnification in Favor of the Purchaser .

Section 8.3            Indemnification in Favor of the Vendors .

Purchaser shall indemnify and save the Vendors harmless of and from, and shall pay for, any Damages suffered by, imposed upon or asserted against it or any of them as a result of, in respect of, connected with, or arising out of, under or pursuant to:

Section 8.4            Limitations on Indemnification; Exclusive Remedy .

Section 8.5            Exclusions to Limitations to Liability; Caps on Liability .

Section 8.6            Notification of and Procedure for Third Party Claims .

Section 8.7            Adjustment to Purchase Price.

Any payment made by the Vendors as an Indemnifying Party pursuant to this Article 8 will constitute a dollar-for-dollar decrease of the Purchase Price and any payment made by the Purchaser as an Indemnifying Party pursuant to this Article 8 will constitute a dollar-for-dollar increase of the Purchase Price.

Article 9
ARBITRATION

Section 9.1            Settling Disputes

If any dispute, claim, question or difference arises out of or in connection with this Agreement, or in respect of any legal relationship associated with or derived from this Agreement, other than a matter referred to in Section 9.2 (a “ Dispute ”), the Parties shall attempt to settle the Dispute by negotiation. If the Dispute has not been resolved, for any reason, within 15 Business Days following delivery of a notice of Dispute, the Dispute will be resolved by arbitration as provided in Section 9.3.

Section 9.2            Exceptions

Section 9.1 does not apply to (i) disputes under Section 2.8 which will be resolved in accordance with that Section, (ii) Third Party Claims themselves which will be resolved in the manner set forth in Section 8.6 or (iii) Disputes subject to Section 11.11(3). Additionally, although the arbitrator(s) also have the power to grant injunctive or other equitable relief, nothing in this Section 9.2 prevents a Party from seeking or obtaining an injunction, specific performance or any other equitable remedy from a court of competent jurisdiction.

Section 9.3            Arbitration

Article 10
POST-CLOSING COVENANTS

Section 10.1          Access to Books and Records.

For a period of two years from the Closing Date, the Purchaser shall use reasonable commercial efforts to retain all original Books and Records relating to any Purchased Corporation that are part of the Books and Records existing on the Closing Date. So long as any such Books and Records are retained by the Purchaser pursuant to this Agreement, the Vendors shall have the reasonable right to inspect and to make copies (at its own expense) of them at any time upon reasonable request during normal business hours and upon reasonable written notice for any proper purpose and without undue interference to the business operations of the Purchased Corporations. The Purchaser shall have the right to have its representatives present during any such inspection.

Section 10.2          Confidentiality.

Each Vendor hereby acknowledges that each is in possession of proprietary information in connection with the business of each Purchased Corporation, the Assets and the Purchased Corporations ( “ Confidential Information ” ). From and after Closing, each Vendor shall and shall cause its affiliates and representatives to keep confidential and shall not use for any improper purpose or disclose to any other Person any Confidential Information, unless such information is or becomes generally available to the public other than as a result of a disclosure in violation of this Agreement. In the event any Vendor is required by Applicable Law to disclose any Confidential Information, such Vendor shall, to the extent not prohibited by Applicable Law, provide the Purchaser with prompt notice of such requirements so that the Purchaser may seek a protective order or other appropriate remedy or waive compliance with the provisions of this Section 10.2. Each Vendor agrees that such obligation of confidentiality continues after the Closing Date and, after the Closing, it shall return to the Purchaser or cause to be destroyed all Confidential Information in its possession or control .

Section 10.3          Tax Matters.

Section 10.4          Further Assurances.

From time to time after the Closing Date, each Party shall, at the request of any other Party, execute and deliver such additional conveyances, transfers and other assurances as may be reasonably required to effectively transfer the Purchased Securities and all of the Corporation Shares (other than the Purchased Shares) pursuant to the Additional Share Transactions to the Purchaser and carry out the intent of this Agreement and any Ancillary Agreement.

Article 11
MISCELLANEOUS

Section 11.1          Notices.

Any notice, direction or other communication given regarding the matters contemplated by this Agreement (each a “ Notice ”) must be in writing, sent by personal delivery, courier or facsimile (but not by electronic mail) and addressed:

200, 150 - 13th Avenue S.W.
Calgary, Alberta, Canada T2R 0V2

Tribeca Asset Management

Macquarie Bank Limited - Houston Representative Office

500 Dallas, Suite 3250

Houston, Texas 77002

With a copy to

Morgan & Morgan

Petroleos del Norte

A Notice is deemed to be given and received (i) if sent by personal delivery or courier, on the date of delivery if it is a Business Day and the delivery was made prior to 4:00 p.m. (local time in place of receipt) and otherwise on the next Business Day, or (ii) if sent by facsimile, on the Business Day following the date of confirmation of transmission by the originating facsimile. A Party may change its address for service from time to time by providing a Notice in accordance with the foregoing. Any subsequent Notice must be sent to the Party at its changed address. Any element of a Party’s address that is not specifically changed in a Notice will be assumed not to be changed.

Section 11.2          Time of the Essence.

Time is of the essence in this Agreement.

Section 11.3          Announcements.

No press release, public statement or announcement or other public disclosure with respect to this Agreement or the transactions contemplated in this Agreement may be made prior to Closing except with the prior written consent and joint approval of both the Vendors and the Purchaser, or if required by Applicable Law or a Governmental Authority. Where such disclosure is required by Applicable Law or a Governmental Authority, the Party required to make such disclosure will use its commercially reasonable efforts to obtain the approval of the other Party as to its form, nature and extent of the disclosure. After the Closing, any disclosure by the Vendors may be made only with the prior written consent and approval of the Purchaser unless such disclosure is required by Applicable Law or a Governmental Authority, in which case the Vendors shall use its commercially reasonable efforts to obtain the approval of the Purchaser as to the form, nature and extent of the disclosure.

Section 11.4          Third Party Beneficiaries.

Except as otherwise provided in this Agreement, including Section 8.2 and Section 8.3 (i) the Vendors and the Purchaser intend that this Agreement will not benefit or create any right or cause of action in favor of any Person, other than the Parties and (ii) no Person, other than the Parties, is entitled to rely on the provisions of this Agreement in any action, suit, proceeding, hearing or other forum; provided, that the Financing Parties and each of their respective Affiliates and their respective current, former and future direct or indirect equity holders, controlling persons, stockholders, agents, Affiliates, members, managers, general or limited partners, assignees or representatives (collectively, the “ Financing Source Parties ”) shall be express third-party beneficiaries with respect to ‎Section 7.2(2), ‎Section 11.6, this ‎Section 11.4 and Section 11.11 (each an “ FS Provision ”). The Vendors acknowledge to each Indemnified Person in respect of the Purchaser his/her direct rights against it under Article 8 of this Agreement and the Purchaser acknowledges to each Indemnified Person in respect of the Vendors his/her direct rights against it under Article 8 of this Agreement. To the extent required by law to give full effect to these direct rights, the Vendors and the Purchaser agree and acknowledge that they are acting as agent of their respective Indemnified Persons. The Parties reserve their right to vary or rescind the rights at any time and in any way whatsoever, if any, granted by or under this Agreement to any Person who is not a Party, without notice to or consent of that Person, including any Indemnified Person.

Section 11.5          Expenses.

Except as otherwise expressly provided in this Agreement, each Party will pay for its own costs and expenses (including the fees and expenses of legal counsel, accountants and other advisors) incurred in connection with this Agreement or any Ancillary Agreements and the transactions contemplated by them.

Section 11.6          Amendments.

This Agreement may only be amended, supplemented or otherwise modified by written agreement signed by the Vendors and the Purchaser; provided, however, that no amendments to or waivers of any FS Provision shall be effective without the written consent of the Financing Parties.

Section 11.7          Waiver.

No waiver of any of the provisions of this Agreement or any Ancillary Agreement will constitute a waiver of any other provision (whether or not similar). No waiver will be binding unless executed in writing by the Party to be bound by the waiver. A Party’s acceptance of any certificate delivered on Closing or failure or delay in exercising any right under this Agreement will not operate as a waiver of that. A single or partial exercise of any right will not preclude a Party from any other or further exercise of that right or the exercise of any other right.

Section 11.8          Entire Agreement.

This Agreement, the Disclosure Letter, together with the Ancillary Agreements, (i) constitutes the entire agreement between the Parties; (ii) supersedes all prior agreements or discussions of the Parties; and (iii) sets forth the complete and exclusive agreement between the Parties, in all cases, with respect to the subject matter herein.

Section 11.9          Successors and Assigns.

Section 11.10          Severability.

If any provision of this Agreement is determined to be illegal, invalid or unenforceable by an arbitrator or any court of competent jurisdiction, that provision will be severed from this Agreement and the remaining provisions will remain in full force and effect.

Section 11.11          Governing Law; Jurisdiction; Venue; Waiver of Jury Trial.

Section 11.12          Counterparts.

This Agreement may be executed (including by electronic means) in any number of counterparts, each of which (including any electronic transmission of an executed signature page), is deemed to be an original, and such counterparts together constitute one and the same instrument.

[Remainder of page intentionally left blank. Signature pages follow.]

IN WITNESS WHEREOF the Parties have executed this Share Purchase Agreement.