Lock-Up Letter Gran Tierra Energy Inc. Private Placement of Common Stock
EXHIBIT
10.26
Gran
Tierra Energy Inc.
Private
Placement of Common Stock
June
20,
2006
▇▇▇▇▇▇▇
▇▇▇▇▇▇ ▇▇▇▇▇▇ Inc.
600
▇▇▇▇▇▇, Suite 3100
Houston,
Texas 77002
Ladies
and Gentlemen:
This
letter is being delivered to you in connection with the Placement Agent
Agreement (the “Agreement”), between Gran Tierra Energy Inc., a Nevada
corporation (the “Company”), and you as a Placement Agent in connection with a
private placement of Units (“Units”), each Unit including one share of Common
Stock, $0.001 par value (the “Common Stock”), of the Company and a warrant to
acquire one-half of a share of Common Stock at an exercise price equal to
$0.875.
In
order
to induce you as Placement Agent to enter into the Agreement, and certain
investors in the private placement contemplated thereby or to be closed
concurrently therewith to purchase the Units (the “Private Placements”), the
undersigned will not, without the prior written consent of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇
Inc., offer, sell, contract to sell, pledge or otherwise dispose of, (or enter
into any transaction which is designed to, or might reasonably be expected
to,
result in the disposition (whether by actual disposition or effective economic
disposition due to cash settlement or otherwise) by the undersigned or any
affiliate of the undersigned or any person in privity with the undersigned
or
any affiliate of the undersigned), directly or indirectly, or establish or
increase a put equivalent position or liquidate or decrease a call equivalent
position within the meaning of Section 16 of the Securities Exchange Act of
1934, as amended, and the rules and regulations of the Securities and Exchange
Commission promulgated thereunder with respect to, any shares of capital stock
of the Company or any securities convertible into or exercisable or exchangeable
for such capital stock, or publicly announce an intention to effect any such
transaction, for a period ending on the later of (i) 180 days after the date
of
the closing of the private placement as contemplated by the Agreement and (ii)
the
effective date of a registration statement covering the resale of the Units
in
accordance with
the
Registration Rights Agreements executed by the Company and the purchasers in
the
Private Placements, other than shares of Common Stock disposed of as a bona
fide
gift or gifts, provided that the donee or donees thereof agrees in writing
to be
bound by the terms of this letter.
If
for
any reason the Agreement shall be terminated prior to the Closing Date (as
defined in the Agreement) and all funds held in escrow are released from escrow
accounts to the investors in the Private Placements, the agreement set forth
above shall likewise be terminated.
| Yours very truly, | ||
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