Preview | Registration Rights Agreement |

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

WHEREAS, the Gran Tierra Energy, Inc., a privately held Canadian company (Gran Tierra) and Goldstrike, Inc. (Goldstrike) 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 Canadian subsidiary of Goldstrike will merge with and into Gran Tierra (the Merger) and immediately after which (the Merger Effective Date), it is currently expected that the Company will change its name to a name determined by Gran Tierra.

WHEREAS, to facilitate the continuing discussions related to the completion of the Merger and to enable the Company to consummate the acquisition of certain interests in producing properties in Argentina (the Argentine Acquisition), Goldstrike agreed to provide bridge financing to Gran Tierra. The funds required to provide such financing were derived by Goldstrike from the proceeds received in a private placement offering (PPO) of units consisting of one share of Common Stock and a warrant to purchase a share of Common Stock for an exercise price of $0.625 per one-half share, which is exercisable for a five year period from the date of issuance.

WHEREAS, on September 1, 2005 and October 7, 2005, the Company conducted closings on the PPO and derived proceeds of $9,353,507 from the sale of 11,691,884 units. On September 1, 2005, Goldstrike and Gran Tierra completed the bridge financing providing for the borrowing of Gran Tierra of up to $8,337,916; Gran Tierra borrowed $6,665,198.30 and Gran Tierra consummated the Argentine Acquisition for a cost of approximately $7,000,000. The proceeds derived from the second closing were used to pay sales commissions aggregating $52,178 incurred in connection with the PPO and increase the amount available for borrowing by Gran Tierra under the bridge financing from $8,337,916 to $9,353,492.

WHEREAS, on October 27, 2005, the Company conducted a closing on its second private offering and derived proceeds of $1,000,000 from the sale of 1,250,000 units, and on November 14, 2005, the Company conducted a second closing on its second private offering and derived proceeds of $1,074,578 from the sale of 1,343,222 units.

WHEREAS, the Company is offering pursuant to Rule 506 of Regulation D of the Securities Act of 1933, as amended (the Securities Act), to accredited investors (as such term is defined in Rule 501(a) of Regulation D,) 800,000 units (the Units) consisting of one share of the Companys common stock, par value $.001 per share (the Common Stock), and a warrant exercisable for five years to purchase one-half of a share of Common Stock at an exercise price of $.625 per one-half share (the Investor Warrants) at the purchase price of $.80 per Unit (the Offering).

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 Companys agreement to sell the number of Units set forth therein (the Investors 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 Companys 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.