Preview | Registration Rights Agreement |

This Registration Rights Agreement (this "Agreement") is made and entered into as of the ___ day of ______________ 2005 (the "Effective Date") between Goldstrike, Inc., a Nevada corporation (the "Company"), and the parties set forth on the signature page and Exhibit A hereto (each, a "Purchaser" and collectively, the "Purchasers").

WHEREAS, the Company and Gran Tierra have agreed in principle to enter into a definitive Agreement of Merger and Plan of Reorganization pursuant to which it is expected that a newly organized, wholly-owned subsidiary of the Company will merge with and into Gran Tierra, with Gran Tierra being the surviving entity (the "Merger") which is expected to close after the satisfaction of all closing conditions to the Merger which include the closing of the Offering (as defined below) (the "Merger Closing Date"). Immediately after the effective time of the Merger (the "Merger Effective Date"), the Company will change its name to a name determined by Gran Tierra;

WHEREAS, as a condition to the closing of the Merger, and to provide financing capital required by Gran Tierra to close on the acquisition of certain properties located in Argentina, the Company intends to offer and sell to accredited investors in a private placement transaction (the "Offering"), units ("Units") consisting of 1 share of the Company's common stock, par value $.001 per share ("Common Stock") and a warrant (the "Investor Warrants") exercisable for five years to purchase one-half of a share of Common Stock for five years at the exercise price of $0.625 per one-half share;

WHEREAS, the closing of the Offering is conditioned on the receipt of acceptable subscriptions representing aggregate gross proceeds of at least $7,000,000 (the "Minimum Offering Amount") and the receipt of a duly authorized certificate of the principal executive officer of Gran Tierra Energy, Inc. ("Gran Tierra") certifying that all conditions precedent to the closing of the acquisition by Gran Tierra of certain properties located in Argentina have been satisfied (the "Officer's Certificate") (the Minimum Offering Amount and the Officer's Certificate are collectively referred to as the "Offering Closing Conditions");

WHEREAS, the Offering terminates on August 31, 2005 provided, that if at least $7,000,000 has been deposited in escrow by such date (i) an initial closing will be held on August 31, 2005, and (ii) the offering will continue until the earlier of September 30, 2005 or the date on which maximum proceeds of $9,600,000 have been deposited into escrow, or such other date as agreed by the Company and Gran Tierra. (the "Offering Closing Date");

WHEREAS, the investors in the Offering (the "Investors"), in connection with their intent to purchase Units in the Offering, shall execute and deliver Subscription Agreements (the "Subscription Agreements") and Investor Questionnaires (the "Investor Questionnaires") memorializing the Investors' agreement to purchase and the Company's agreement to sell the number of Units set forth therein (the "Investor's Units") at the purchase price of $0.80 per Unit (the "Purchase Price") and this Agreement, pursuant to which the Company will provide certain registration rights related to the shares of Common Stock underlying the Units and the Investor Warrants on the terms set forth herein (the Subscription Agreements, Investor Questionnaires and the Registration Rights Agreements are collectively referred to as the "Transaction Documents");

"Blackout Period" means, with respect to a registration, a period, in each case commencing on the day immediately after the Company notifies the Purchasers that they are required, pursuant to Section 4(f), to suspend offers and sales of Registrable Securities during which the Company, in the good faith judgment of its Board of Directors, determines (because of the existence of, or in anticipation of, any acquisition, financing activity, or other transaction involving the Company, or the unavailability for reasons beyond the Company's control of any required financial statements, disclosure of information which is in its best interest not to publicly disclose, or any other event or condition of similar significance to the Company) that the registration and distribution of the Registrable Securities to be covered by such registration statement, if any, would be seriously detrimental to the Company and its stockholders and ending on the earlier of (1) the date upon which the material non-public information commencing the Blackout Period is disclosed to the public or ceases to be material and (2) such time as the Company notifies the selling Holders that the Company will no longer delay such filing of the Registration Statement, recommence taking steps to make such Registration Statement effective, or allow sales pursuant to such Registration Statement to resume; provided, however, that (a) the Company shall limit its use of Blackout Periods, in the aggregate, to 30 Trading Days in any 12-month period and (b) no Blackout Period may commence sooner than 60 days after the end of a prior Blackout Period.

"Common Stock" means the common stock, par value $.001 per share, of the Company and any and all shares of capital stock or other equity securities of (i) the Company which are added to or exchanged or substituted for the Common Stock by reason of the declaration of any stock dividend or stock split, the issuance of any distribution or the reclassification, readjustment, recapitalization or other such modification of the capital structure of the Company; and (ii) any other corporation, now or hereafter organized under the laws of any state or other governmental authority, with which the Company is merged, which results from any consolidation or reorganization to which the Company is a party, or to which is sold all or substantially all of the shares or assets of the Company, if immediately after such merger, consolidation, reorganization or sale, the Company or the stockholders of the Company own equity securities having in the aggregate more than 50% of the total voting power of such other corporation.