Exhibit 2.1

CERTAIN INFORMATION CONTAINED IN THIS AGREEMENT HAS BEEN OMITTED BY MEANS OF REDACTING A PORTION OF THE TEXT AND REPLACING IT WITH [***] BECAUSE IT IS BOTH: (I) NOT MATERIAL AND (II) THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL

SHARE SALE AND PURCHASE AGREEMENT

Dated 5 August 2026

between

GRAN TIERRA ENERGY INTERNATIONAL HOLDINGS GMBH

and

GRAN TIERRA ENERGY INC.

and

MAUREL & PROM ANDINA S.A.S.

and

ETABLISSEMENTS MAUREL ET PROM S.A

CONTENTS

SCHEDULES

THIS AGREEMENT is dated 5 August 2026

BETWEEN:

RECITALS:

THE PARTIES AGREE AS FOLLOWS:

In this Agreement:

“2025 Accounts” means the audited financial statements of the Target Group as at 31 December 2025;

“2027 Drilling Campaign” means the documents entitled “2027 Budget Preview July 28”, “Acordionero_2027 Development Campaign” and “2027 Capex and schedules” located in the Data Room in the folder entitled “2027 Development Plan, Well Cost Estimates, Tisq Injection Plan”;

“2027 Notes” means the 7.750% Senior Notes Due 2027 issued pursuant to the 2027 Notes Indenture;

“2027 Notes Indenture” means the Indenture dated as of 23 May 2019, between (among others) the Seller Guarantor, the guarantors named therein and the Indenture Trustee (as amended, supplemented, and/or otherwise modified from time to time);

“2029 Notes” means the 9.500% Senior Secured Amortizing Notes Due 2029 issued pursuant to the 2029 Notes Indenture;

“2029 Notes Indenture” means the Indenture dated as of 20 October 2023, between (among others) the Seller Guarantor, the guarantors named therein, the Indenture Trustee and the Indenture Security Agent (as amended, supplemented, and/or otherwise modified from time to time);

“2031 Notes” means the 9.750% Senior Secured Amortizing Notes Due 2031 issued pursuant to the 2031 Notes Indenture;

“2031 Notes Consent Solicitation” has the meaning given to it in Clause ‎3.7(a)(i)(A);

“2031 Notes Indenture” means the Indenture dated as of 18 February 2026, between (among others) the Seller Guarantor, the guarantors named therein, the Indenture Trustee and the Indenture Security Agent (as amended, supplemented and/or otherwise modified from time to time);

“2031 Notes Indenture Amendment” means an amendment or supplement to the 2031 Notes Indenture which, among other things, removes certain covenants contained therein, including (but not limited to) any covenant related to a change of control, or any other covenants triggered as a result of the Transaction and provides for the release of the pledge of the shares of the Seller by way of the Seller Quota Release Agreement;

“Acceptable Confidentiality Agreement” means an executed confidentiality agreement between the Seller, the Seller Guarantor or any other member of the Seller’s Group and a person, with terms at least as restrictive in all material respects on such person as the terms of the confidentiality agreement between the Seller Guarantor and the Purchaser Guarantor dated 24 February 2026 (it being understood that such confidentiality agreement need not prohibit the making or amending of an Acquisition Proposal by such person or contain any “standstill” provisions) and that does not contain provisions that:

“Accounts Adjustment Amount” means an amount equal to the difference between:

“Acquisition Proposal” means any bona fide offer, proposal or expression of interest (whether written or oral) made by any person or group of persons (other than the Purchaser and its Affiliates) relating to any: (a) acquisition (whether by way of purchase, transfer, assignment or otherwise) of all or any portion of the Shares or any other equity interest in any Target Group Member; (b) acquisition (whether by way of purchase, transfer, assignment or otherwise) of 20% or more of the Assets or the business of the Target Group, taken as a whole; or (c) merger, amalgamation, consolidation, business combination, scheme of arrangement, recapitalization or similar transaction involving any Target Group Member, the result of which would be that any person or group of persons (other than the Seller Guarantor and its Affiliates) would hold any of the voting rights or equity interests of any Target Group Member, in each case whether in a single transaction or a series of related transactions, and whether structured as a share purchase, asset purchase, joint venture, merger or otherwise;

“Adjustment” means the adjustments made to the Base Consideration under this Agreement, such amounts being identified in the Initial Completion Statement and the Final Completion Statement;

“Affiliate” means, in relation to any Party, any person which directly or indirectly:

“Agreed-Upon Procedures” means the procedures adopted by the existing auditors of the Target Group, as set out in ‎Schedule 20;

“Agreed Rate” means five percent (5%);

“Agreement” means this agreement, including the Schedules;

“Alternative Acquisition Agreement” has the meaning given to it in Clause ‎5.14(a);

“ANH” means the Agencia Nacional de Hidrocarburos, the national hydrocarbons agency of Colombia;

“ANH Condition” has the meaning given to it in Clause ‎3.1(b);

“Anti-Corruption Laws” means:

“Approval” means each of the consents required from:

“Asset Documents” means the Colombia Asset Documents and the Ecuador Asset Documents;

“Asset Property” means all Data, equipment, plant, machinery, platforms, pipelines, rigs, subsea facilities, transportation facilities and vessels, wells and all other offshore and onshore installations and structures in which (at any time, and whether before, on or after the Effective Date) a Target Group Member has held an interest pursuant to the Asset Documents, or relate to any joint operations pursuant to the terms of the Operating Agreements or otherwise;

“Assets” means the Colombia Assets and the Ecuador Assets;

“Authority” means any legally recognised ministry, department or other governmental, quasi-governmental or other regulatory authority, commission, instrumentality, agency, court, arbitral tribunal, or other body of a country, supranatural authority or agency, or of any political or administrative subdivision thereof;

“Base Consideration” means one billion two hundred and sixty five million Dollars ($1,265,000,000);

“Bond Assumption” means the assumption by the Purchaser of the performance of every covenant and all obligations of the Seller Guarantor under the 2029 Notes Indenture, the 2031 Notes Indenture, the 2029 Notes, the 2031 Notes and the applicable Bonds Collateral Documents (to the extent not released);

“Bond Condition” has the meaning given to it in Clause ‎3.1(h);

“Bonds” means, collectively, the 2027 Notes, the 2029 Notes and the 2031 Notes;

“Bonds Collateral” means any and all assets in which a security interest has been granted pursuant to any Bond Collateral Document to secure the obligations under the 2031 Notes Indenture, the 2031 Notes and any guarantee thereof;

“Bonds Collateral Documents” means any security agreements, pledge agreements, equitable share mortgages or charges, collateral assignments and any other instrument and document executed and delivered pursuant to the 2031 Notes Indenture or otherwise securing the 2031 Notes Indenture, the 2031 Notes and any guarantee thereof, and any intercreditor agreements in relation thereto, in each case as amended, supplemented or otherwise modified from time to time, creating or governing the security interests in the Bonds Collateral;

“Branches” means the local branch of the Company and each Subsidiary, as more particularly described in ‎Part III of ‎Schedule 1;

“Business Day” means a day (other than a Saturday, Sunday or public holiday) on which banks are generally open in Toronto (Canada), Calgary (Canada), New York (USA), London (England), Bogota (Colombia), Quito (Ecuador), Geneva (Switzerland) and Paris (France) for normal banking business;

“Cash Call” means the proportionate share attributable to a Target Group Member of any cash call, authorisation for expenditure or invoice issued by an Operator under any Operating Agreement;

“Cash Extraction Amount” means amounts actually paid to a member of the Seller’s Group by a Target Group Member before Completion pursuant to Clause ‎5.10 by means of distributions, repayments of principal of the Intragroup Debt or other payables;

“Claim” means any claim by (or on behalf of) the Purchaser under or in connection with this Agreement, whether in contract, tort, under statute or otherwise, other than a claim by the Purchaser under Clauses ‎4.4, ‎7.6, ‎7.12(b), ‎7.15(b)(ii)(C), ‎9.5(b), ‎12.5, ‎13.2(a), ‎13.3(a), ‎19.9(b) or Paragraph 8(b) of ‎Schedule 5;

“Colombia Asset Documents” means the documents listed in ‎Part I of ‎Schedule 3;

“Colombia Assets” means the Participating Interests of GTEC, GTOC and PPCL, as described in ‎Part I of ‎Schedule 2, together with all the rights, liabilities and obligations attaching thereto (including in respect of any Asset Property applicable to such Colombia Assets);

“Colombia Government Assurances” means any joint and several guarantee provided to ANH by the Seller’s Group in connection with the Colombian Assets and corresponding Asset Documents listed in ‎Part I of ‎Schedule 12;

“Colombian Competition Condition” has the meaning given to it in Clause ‎3.1(d);

“Colombian Government” means the Government of the Republic of Colombia;

“Colombian Ministry” means the Ministry of Mines and Energy of the Republic of Colombia;

“Company” means Gran Tierra Energy CI GmbH, as more particularly described in ‎Part I of ‎Schedule 1;

“Completion” means completion of the sale and purchase of the Shares in accordance with this Agreement;

“Completion Amount” means the lesser of (i) the amount identified as such in the Initial Completion Statement; or (ii) two hundred and fifty million Dollars (US$250,000,000);

“Completion Amount Trigger Event” means where the Seller’s calculation in the Initial Completion Statement of the total amount that would otherwise be payable by the Purchaser at Completion exceeds two hundred and fifty million Dollars (US$250,000,000);

“Completion Date” means the date on which Completion takes place;

“Conditions” means the conditions precedent to the sale and purchase of the Shares set out in Clause ‎3.1;

“Connected Persons” means, in respect of a person, its directors, officers and employees and any individual with which any such director, officer or employee is connected (as determined in accordance with the provisions of: (i) section 1122 of the Corporation Tax Act 2010 under English Law, (ii) Decreto 3030 de 2013 and Article 260-1 of the Estatuto Tributario under Colombian Law, or (iii) Ley de Régimen Tributario Interno under Ecuadorian Law (as applicable), save that, for the purposes of this Agreement, the Seller shall be deemed to not be a “Connected Person” of any Target Group Member (and vice versa);

“Consideration” has the meaning given to it in Clause ‎4.3(b);

“Control” means the ownership or control (direct or indirect) of fifty percent (50%) or more of the voting rights at the general election of the directors or equivalent management of a legal entity, and “Controlled by” shall be construed accordingly;

“Conversion Rate” means the closing mid-point spot exchange rate for the applicable currency to Dollars as quoted in the London Financial Times published one (1) Day before the date on which the relevant payment is made or receipt occurs;

“Crosby” means Crosby Capital LLC;

“Crosby Participation Agreement” means the participation agreement dated 22 June 2006 between Argosy Energy International (now GTEC), Gran Tierra and Crosby, as amended from time to time;

“Cyber Incident” means any incident that compromises, or attempts to compromise, the:

whether such incident involves any external attacker, insider threat, system failure, or other event.

“Data” means all accounts, records, data and reports in the possession or control of a Target Group Member relating to the Assets, but excluding:

“Data Room Documents” means the documents available to the Purchaser in the Data Rooms as at 23:59 hours on 4 August 2026 and which are contained in the indexed duplicate USB storage devices delivered to the Purchaser with the Disclosure Letter;

“Data Rooms” means the electronic data rooms titled “Project Cicada” and “Project Pearl”, each established by the Seller and to which members of the Purchaser’s Group and/or its advisers and representatives have been given access in connection with the Transaction, each maintained with Firmex;

“Day” means a calendar day, save that where the last day of any period expressed in Days in this Agreement falls on a day that is not a Business Day, that period shall be extended to expire on the next following Business Day;

“Decommissioning Liabilities” means any and all Losses incurred in or in relation to:

and irrespective and regardless of (i) whether such claim or Loss is incurred or arises under or pursuant to the Asset Documents or any other contractual obligation related to the Assets or under Law or any other obligation; (ii) how such claim or Loss is or was incurred, including if attributable to any negligence, tortious action, or breach of obligation (statutory or otherwise) on the part of a Target Group Member or any Seller Indemnitee; (iii) whether such claim or Loss is foreseen, unforeseen, known, unknown or in the contemplation of any Party or other person; (iv) whether such claim or Loss is arising under any past, present or future Law; and (v) when such claim or Loss, or the action or omission giving rise to such claim or Loss, arises (whether before, on or after the Completion Date);

“Data Protection Authority” means each body responsible for the enforcement of Data Protection Law, including (in Colombia) the Superintendencia de Industria y Comercio, and (in Ecuador) the Superintendencia de Protección de Datos Personales;

“Data Protection Law” means all applicable Laws relating to privacy or the processing of Personal Data, including all applicable Colombian and Ecuadorian data protection legislation (including, in Colombia, Ley 1581 de 2012 and its implementing decrees, and Ley 1266 de 2008 and in Ecuador the Ley de Protección de Datos Personales and its regulation), and all other applicable Laws of each jurisdiction in which any Target Group Member operates that relate to privacy or the processing of Personal Data:

“Default Rate” means SOFR plus five percent (5%);

“Deferred Completion Date” has the meaning given to it in Clause ‎6.3(a)(i);

“Deposit” means fifty million Dollars (US$50,000,000);

“Disclosed” means fully and fairly disclosed in the Data Room Documents, or the Disclosure Letter (as applicable) with sufficient detail to allow a reasonable purchaser to identify the nature and scope and materiality of the matter disclosed;

“Disclosing Party” has the meaning given to it in Paragraph ‎9 of ‎Schedule 5;

“Disclosure Letter” means the letter dated on the Signing Date from the Seller to the Purchaser in respect of disclosures being Disclosed against the Warranties;

“Disputed Amounts” has the meaning given to it in Clause ‎7.3(a);

“Distribution” has the meaning given to it in Paragraph 12.6 of ‎Part I of ‎Schedule 4;

“Dollar” or “US$” or “$” means the legal currency of the United States of America;

“Draft Suroriente Pre-emption Notice” has the meaning provided in Clause 5.9(b)(i)(A);

“Ecopetrol” means Ecopetrol S.A. a commercial mixed economy corporation, incorporated in the Republic of Colombia, created by authorisation of Law 165 of 1948 and organised by Law 1118 of 2006, attached to the Colombian Ministry;

“Ecuador Amendment Approvals” has the meaning given to it in Clause ‎7.14;

“Ecuador Asset Documents” means the documents listed in ‎Part II of ‎Schedule 3;

“Ecuador Assets” means the Participating Interests of GTEE1, GTEE2 and GTEC, in each case operated through their respective Branches, as described in ‎Part II of ‎Schedule 2, together with all the rights, liabilities and obligations attaching thereto (including in respect of any Asset Property applicable to such Ecuador Assets);

“Ecuador Government Assurances” means the joint and several guarantees provided to MEE by the Seller’s Group in connection with the Ecuador Assets and corresponding Asset Documents, as listed in ‎Part II of ‎Schedule 12;

“Ecuadorian Competition Condition” has the meaning given to it in Clause ‎3.1(e);

“Ecuadorian Government” means the Government of the Republic of Ecuador;

“Effective Date” means 1 April 2026;

“Effective Date Accounts” means the unaudited management accounts of the Target Group as at 31 March 2026;

“Effective Date Bond Balance” means five hundred and eighty one million nine hundred and ninety two thousand Dollars (US$581,992,000), being the aggregate outstanding principal amount of the Transferring Bonds as at the Effective Date;

“Effective Date Pre-Payment Balance” means three hundred and sixteen million five hundred thousand Dollars (US$316,500,000), being the remaining balance of the Pre-Payment Facility under the Pre-Payment Agreement attributable to production from the Target Group as at the Effective Date;

“Effective Date Working Capital Amount” means negative twenty three million eight hundred and thirty four thousand six hundred and forty six Dollars (negative US$23,834,646), being the Seller’s determination of the working capital of the Target Group as at the Effective Date, as determined by the Effective Date Accounts, as calculated in accordance with the principles set out in Schedule 20;

“Employees” means those persons employed by the Target Group as at the Effective Date in the job roles listed in ‎Schedule 13;

“Employment Dispute” has the meaning given to it in Paragraph 7.2(b) in ‎Part I of ‎Schedule 4;

“Encumbrance” means any:

and, in each case, save as expressly set out in the Asset Documents or applying by operation of Law;

“Environment” means all or any part of the air (including the air within buildings and the air within other natural or man-made structures above or below ground), water (including sea waters both inside and outside of territorial waters) and land (including the seabed) and any living organisms or ecosystems supported by those media;

“Environmental Law” means all Laws concerning harm or damage to or pollution or protection of the Environment or the provision of remedies in respect of or compensation for harm or damage to the Environment or public health and safety;

“Environmental Liabilities” means any and all Losses incurred in respect of, or arising in relation to any and all of the Asset Property, the Assets (including the production, processing, transportation or redelivery of Petroleum) or any property, assets, infrastructure or equipment currently or previously owned, held, leased, occupied, used by (or on behalf of) the Company, which arises under any Environmental Law, or other Environment related Losses, including in relation to cleaning up, decontamination of, removing and disposing of debris or any Asset Property or any other property including platforms, pipelines, plant, machinery, wells (including well cuttings), facilities (including facilities for production, processing, transportation or redelivery of Petroleum, and including oil, gas or condensate pipelines) and all other offshore and onshore installations and structures; reinstating any area of land, foreshore or seabed, wherever situated; and including any residual liability for anticipated or necessary continuing insurance, maintenance and monitoring costs; and irrespective and regardless of (a) whether such claim or Loss is incurred or arises under or pursuant to the Asset Documents or any other contractual obligation related to the Assets or under Law or any other obligation; (b) how such claim or Loss is or was incurred, including if attributable to any negligence, tortious action, or breach of obligation (statutory or otherwise) on the part of any member of the Company or any Seller Indemnitee; (c) whether such claim or Loss is foreseen, unforeseen, known, unknown or in the contemplation of any Party or other person; (d) whether such claim or Loss is arising under any past, present or future Law; and (e) when such claim or Loss, or the action or omission giving rise to such claim or Loss, arises (whether before, on or after the Completion Date);

“Environmental Permit” has the meaning given to it in Paragraph 6.2 of ‎Part I of ‎Schedule 4;

“Expired Contracts” has the meaning given to it in Paragraph 5.8 of ‎Part I of ‎Schedule 4;

“Final Adjustment Payment” means the amount calculated under and identified as such in the Final Completion Statement, to be paid in accordance with Clause ‎7.6;

“Final Completion Statement” means the written statement prepared by the Seller under Clause ‎7.1 in the form of ‎Schedule 9;

“Finance Documents” has the meaning given to it in Paragraph 12.1 of ‎Part I of ‎Schedule 4;

“Functional Key Contact” has the meaning given to it in ‎6.5(b);

“Functional Workshop” has the meaning given to it in ‎6.5(c);

“Fundamental Warranty” means the Warranties set out in Paragraphs ‎1, ‎2, ‎3.1, ‎3.2, ‎3.4, ‎3.5, ‎3.6, ‎3.7, ‎5.1, ‎5.2, ‎5.3, ‎5.4, ‎16.1 and ‎16.2 of ‎Part I of ‎Schedule 4;

“Fundamental Warranty Claim” means a Claim made for a breach of Fundamental Warranty;

“GeoPark Transaction” has the meaning given to it in Paragraph 3.16 of ‎Part I of ‎Schedule 4;

“Government” means the Colombian Government or the Ecuadorian Government (as applicable);

“Government Assurances” means the Colombia Government Assurances and the Ecuador Government Assurances;

“Good Oil and Gas Industry Practice” means the application of methods and practices customarily used in good and prudent international oil and gas field industry practice with that degree of diligence and prudence reasonably and ordinarily exercised by experienced operators engaged in international oil and gas exploration and production, as determined as at the date of such practice;

“GTA” means Gran Tierra Energy (Africa) GmbH (formerly Southeast Investment Corporation);

“GTA Conveyance Agreement” means the conveyance agreement dated 7 March 2019, between GTA and GTOC (formerly Gran Tierra Colombia Inc. Sucursal);

“GTECI Additional Note” has the meaning provided in Clause ‎5.17;

“GTECI Note” means the unsecured, four percent (4%) interest bearing note to be issued by the Company in favour of the Seller in a principal amount of sixty-two five hundred million Dollars (US$62,500,000), payable on the GTECI Note Due Date, in the form set out in Schedule 23;

“GTE Alberta” means GTE Alberta Inc.

“GTECI Note Due Date” means the date falling three hundred and sixty-four (364) Days after Completion, unless the GTECI Note falls due earlier in accordance with the terms thereof;

“GTE Board Recommendation Change” has the meaning given to it in Clause ‎5.14(c);

“GTE Shareholder Approval” means the affirmative vote of the holders of a majority of the shares of common stock of Seller Guarantor outstanding on the record date for the GTE Shareholder Meeting;

“GTE Shareholder Meeting” has the meaning given to it in Clause ‎3.8(a)(iii);

“GTEC” means Gran Tierra Energy Colombia GmbH, as more particularly described in ‎Part II of ‎Schedule 1;

“GTEC-EBR” means the Ecuador branch of GTEC, as more particularly described in ‎Part III of ‎Schedule 1;

“GTEC-CBR” means Gran Tierra Energy Colombia GMBH Sucursal Colombia, as more particularly described in ‎Part III of ‎Schedule 1;

“[***]” means the following case in which [***] is a party to, and which has been Disclosed to the Purchaser in the Data Room Documents: [***];

“GTEE1” means Gran Tierra Energy Ecuador 1 GmbH, as more particularly described in ‎Part II of ‎Schedule 1;

“GTEE1-BR” means the Ecuador branch of GTEE1, as more particularly described in Part III of Schedule 1;

“GTEE2” means Gran Tierra Energy Ecuador 2 GmbH, as more particularly described in ‎Part II of ‎Schedule 1;

“GTEE2-BR” means the Ecuador branch of GTEE2, as more particularly described in Part III of Schedule 1;

“GTERI-BR Retained Employees” has the meaning given to it in Paragraph 2.1(a) of ‎Schedule 22;

“GTOC” means Gran Tierra Operations Colombia GmbH, as more particularly described in ‎Part II of ‎Schedule 1;

“GTOC-BR” means Gran Tierra Operations Colombia GMBH Sucursal (Gran Tierra Colombia Inc. Surcusal), as more particularly described in ‎Part III of ‎Schedule 1;

“Hedging Agreements” means each of the following ISDA master agreements, schedules and related confirmations, entered into for the purposes of hedging commodity prices risk or foreign exchange risk:

“Indebtedness” means:

together with any interest, early repayment, prepayment or break costs, fees or penalties in respect of such item;

“Indentures” means collectively, the 2027 Notes Indenture, the 2029 Notes Indenture and the 2031 Notes Indenture;

“Indenture Trustee” means U.S. Bank Trust Company, National Association (formerly known as U.S. Bank National Association), as trustee, security registrar and paying agent, and any successor thereto under any of the Indentures;

“Indenture Security Agent” means U.S. Bank Trust Company, National Association (formerly known as U.S. Bank National Association), as security agent, and any successor under any of the Indentures;

“Independent Accountants” means the London office of a firm of independent internationally recognised accountants with significant experience in oil and gas joint venture accounting, the identity of which is to be agreed by the Seller and the Purchaser within seven (7) Days of a notice being given by either Party to the other Party, under Clause ‎7.4, requiring such agreement or failing such agreement to be nominated on the application of either Party by or on behalf of the President (for the time being) of the Institute of Chartered Accountants in England and Wales;

“Initial Completion Statement” means the written statement prepared by the Seller under Clause ‎5.6 in the form of ‎Schedule 9, setting out the Seller’s good faith estimate of each of the Adjustments and the Completion Amount;

“Insurances” means those policies of insurance maintained by a Seller’s Group member or Target Group Member (as applicable) in respect of the Target Group and the Target Group’s business, that are listed in ‎Schedule 16;

“Intellectual Property” means all rights in patents, utility models, trademarks, including but not limited to any trademark registrations and applications, service marks, logos, getup, trade names, internet domain names, copyright (including rights in computer software), design rights, database rights, topography rights, confidential information and knowledge (including know how, inventions, secret formulae and processes, market information, and lists of customers and suppliers), and rights protecting goodwill and reputation, in all cases whether registered or unregistered; all other forms of protection having a similar nature or effect anywhere in the world to any of the foregoing and applications for or registrations of any of the foregoing rights;

“Intercompany Contracts” means any agreements for goods or services provided in the ordinary course of business:

in each case, as Disclosed and set out in ‎Schedule 15;

“Interest” means an amount equal to interest at the Agreed Rate on the relevant amount, which interest shall accrue from day to day;

“Interim Period” means the period on and from the Signing Date up to and including the Completion Date;

“Intragroup Debt” means all Indebtedness owing by the Target Group to any member of the Seller’s Group, pursuant to the Intragroup Loan, the outstanding balance being seventy five million six hundred and ninety seven thousand and twenty three point ten Dollars (US$75,697,023.10) as at the Effective Date;

“Intragroup Debt Novation” means the novation agreement to be entered into between the Seller Guarantor, GTEC-EBR and the Company, in relation to the Seller Guarantor’s assignment and transfer of rights and obligations in respect of the Intragroup Debt under the Intragroup Loan to the Company, in the form set out in ‎Schedule 21;

“Intragroup Debt Transfer” means the novation of the Intragroup Loan by the Seller Guarantor pursuant to the Intragroup Debt Novation, as contemplated by Clause ‎5.16(b);

“Intragroup Loan” means the one hundred and fifty million Dollars (US$150,000,000) delayed draw term loan facility between the Seller Guarantor (as lender) and GTEC-EBR (as borrower) dated 30 August 2024;

“Law” means all applicable:

in each case, having the force of law and having effect in any jurisdiction in each case to the extent applicable to the Parties or any of them, any member of the Target Group, the Assets or as the context requires;

“LCIA Arbitration Rules” means the Rules of the London Court of International Arbitration;

“LCIA” means the court of the London Court of International Arbitration;

“Leakage” means (i) any amounts distributed by members of the Target Group to the Seller or a member of the Seller’s Group or otherwise deemed to be for the benefit of the Seller or a member of the Seller’s Group on or after the Effective Date and before the Completion Date or (ii) any declaration, or taking of or entry into any commitment (or as applicable release or waiver) notwithstanding the distribution (or waiver or release) will only occur after Completion (but not including any Permitted Leakage or any Cash Extraction Amount) by way of:

and which is net of any Tax actually saved (or will be actually saved in respect of any taxable period commencing prior to Completion) as a result of any Relief or any allowance, repayment, credit, exemption, deduction or relief under an Asset Document arising in respect of or as a result of such item of Leakage;

“Leakage Amount” means the aggregate amount of Leakage (other than Permitted Leakage);

“Longstop Date” means the date falling twelve (12) months after the Signing Date;

“Losses” means liabilities, losses, obligations, payments, charges, costs (including legal and other professional fees and costs), expenses, fees (including insurance premia), bonuses, penalties, fines (whether criminal, civil or administrative), claims, demands, actions, proceedings, judgments and damages and includes liability for personal injury, death, or damage to personal or real property (both surface and subsurface), claims for remediation, restoration, or clean-up of contamination, liens, and judgments, including legal fees and other costs incurred in defending a claim, demand, action or proceedings; and whether it is actual or contingent, fixed or unascertained, or foreseeable or unforeseeable;

“Major Proceedings” means any claim, legal action, administrative proceeding, suit, litigation, prosecution, mediation or arbitration dispute or criminal proceeding involving a claim: (i) antibribery, corruption or compliance matters, (ii) with an Authority in respect of title to or validity of any Asset Documents (save in respect of the Relinquished Assets) or (iii) for damages in excess of one million Dollars (US$1,000,000);

“Material Adverse Change” means any of the following events which occurs after the Signing Date and prior to the Completion Date, an event that has a material adverse financial impact on a Target Group Member or a material adverse effect on the Assets, in each case, with a known or estimated cost of remediation, restoration, repair or replacement or reduction in value of the Target Group exceeding one hundred million Dollars (US$100,000,000), excluding any event arising directly from:

“Material Adverse Change Notice” has the meaning given to it in Clause ‎5.8(a);

“Material Contract” means any contract (excluding the Asset Documents, the Finance Documents and the Intercompany Contracts) that:

“MEE” means Ministerio de Ambiente y Energía of the Republic of Ecuador;

“MEE Condition” has the meaning given to it in Clause ‎3.1(c);

“Notes Indenture” means any of the 2027 Notes Indenture, the 2029 Notes Indenture and the 2031 Notes Indenture;

“Notice Period” has the meaning given to it in Clause ‎5.14(c)(iii);

“Objection Notice” has the meaning given to it in Clause ‎7.2;

“Onerous Condition” means:

“Operations” means all of the activities and operations of, or carried out in relation to, all or part of the Assets;

“Operator” means the person designated as operator under an Operating Agreement;

“Operating Agreement” means the joint operating agreements and unitisation and unit operating agreements currently in force and listed as an Asset Document in ‎Part I or ‎Part II of ‎Schedule 3;

“Other Seller Assurances” means:

“[***]” means the following cases in which [***] (or any other member of the Seller’s Group from time to time) is a party to, and which have been Disclosed to the Purchaser in the Data Room Documents:

[***]

“Participating Interest” means a person’s interest in and under the relevant Asset Document expressed as a percentage of the total interest of all parties to the relevant Asset Document in the rights and obligations under that Asset Document (including in respect of the Asset Property);

“Participation Agreement Notification” has the meaning given to it in Clause ‎5.15(a);

“Party” means a party to this Agreement;

“Permitted Leakage” means any amounts distributed by members of the Target Group to members of the Seller’s Group on or after the Effective Date and before the Completion Date by way of:

“Personal Data” means any information relating to an identified or identifiable natural person (a “data subject”), including any information that may be associated with, or that may be linked (directly or indirectly) to, one or more specific or identifiable natural persons, including names, identification numbers, location data, online identifiers, or factors specific to the physical, physiological, genetic, mental, economic, cultural, or social identity of that natural person, in each case as further defined or regulated under applicable Data Protection Law (including, in Colombia, “datos personales” as defined in Ley 1581 de 2012, and the equivalent concept under the Ley Orgánica de Protección de Datos Personales of Ecuador);

“Petroleum” means oil, natural gas or any other hydrocarbons;

“Post-Effective Date Tax Period” means (i) any taxable period commencing on or after the Effective Date and prior to the Completion Date; and (ii) the portion of any Straddle Period commencing on or after the Effective Date;

“PPCL” means Petrolifera Petroleum (Colombia) Limited, as more particularly described in ‎Part II of ‎Schedule 1;

“PPCL-BR” means the Colombia branch of PPCL, as more particularly described in ‎Part III of ‎Schedule 1;

“PPCL Reorganisation” has the meaning given to it in Clause ‎13.2(a);

“Pre-Completion Drawdown” has the meaning given to it in Clause ‎5.7(a);

“Pre-Effective Date Tax Period” means (i) any taxable period ending on or before the Effective Date; and (ii) the portion of any Straddle Period ending on and including the Effective Date;

“Pre-Completion Tax Returns” has the meaning given to it in Clause ‎5.12(a)(i);

“Pre-Payment Agreement” means the prepayment agreement dated 24 October 2025 as amended and restated in accordance with an amendment and restatement agreement dated 12 February 2026 between GTEC, GTOC, GTEE1, GTEE2 and the Pre-Payment Buyers;

“Pre-Payment Assurances” means the warranties, representations, guarantees, indemnities, counter-indemnities, letters of comfort, bank guarantees, letters of credit and security of any nature given by the Company or a Target Group Member to a third party in respect of any obligation of the relevant Target Group Members under the Pre-Payment Agreement, as listed in Part III of ‎Schedule 14; and

“Pre-Payment Buyers” means Trafigura Pte Ltd and Trafigura Marketing Colombia S.A.S.;

“Pre-Payment Facility” means the “Outstanding Amount” (as defined in the Pre-Payment Agreement) together with all accrued “Surcharge Amount” (as defined in the Pre-Payment Agreement) and all other amounts accrued or outstanding under the Pre-Payment Agreement from time to time;

“Pre-Payment Facility Condition” has the meaning given to it in Clause 3.1(g);

“Pre-Payment Security” means the security interests (including all pledges and other Encumbrances) created or to be created by GTEC and GTOC pursuant to the Pre-Payment Security Documents in connection with the Pre-Payment Facility;

“Pre-Payment Security Documents” means the following security documents entered into or to be entered into among GTEC, GTOC and Trafigura Pte Ltd in connection with the Pre-Payment Facility:

“Pre-Sale Reorganisation” means:

“Proceeding” means any suit, claim, action, charge, litigation, arbitration, proceeding (including any civil, criminal, administrative, investigative or appellate proceeding), hearing, audit, examination or known investigation commenced, brought, conducted or heard by or before any Authority;

“Properties” means the non-operational real estate properties of the Target Group, as listed in ‎Schedule 17;

“Public Official” means any person (whether appointed or elected) holding a legislative, administrative or judicial office, including any person employed by or acting on behalf of a public agency, a public enterprise (including any officer or employee of a state-owned or state-operated entity such as Ecopetrol S.A., Petroecuador or any of their subsidiaries or affiliates) or a public international organisation;

“[***]” means the following case in which [***] is a party to, and which has been Disclosed to the Purchaser in the Data Room Documents: [***];

“Purchaser Indemnitees” means each member of the Purchaser’s Group (including the Purchaser) and its respective directors, officers, employees, agents and advisers from time to time;

“Purchaser Guarantor’s Warranties” means all the warranties to be made by the Purchaser Guarantor set out in Part II of Schedule 6;

“Purchaser’s Colombian Counsel” means Chalela Abogados of Av. Calle 80 #11-42, Torre Norte, Office 501, Bogotá, Colombia;

“Purchaser’s Ecuadorian Counsel” means Robalino Abogados of Avenida 12 de Octubre No. 26-48 y Lincoln, Edificio Mirage, Piso 16, Quito, Ecuador;

“Purchaser’s Group” means the Purchaser and its Affiliates from time to time (including, after Completion, the Target Group);

“Purchaser’s Group Terms” has the meaning given to it in Paragraph 1(c) of ‎Schedule 22;

“Purchaser’s Warranties” means all the warranties to be made by the Purchaser set out in Part I of ‎Schedule 6;

“Recipient” has the meaning given to it in Paragraph ‎9 of ‎Schedule 5;

“Records” means any and all contracts, books, registers, minutes, accounts, financial, accounting or Tax information and documents, or other documents or written data maintained by an entity within the frame of its activities;

“Regulatory Authority” means any nation or government, state, municipality, locality or other political subdivision thereof, and any person, entity, body, agent, agency, commission or court or other similar body or organisation, whether domestic, foreign or multinational, exercising any executive, legislative, judicial, regulatory and/or administrative functions and/or powers but excludes any Taxation Authority;

“Relevant Individuals” means in respect of the Seller: [***]

“Relief” means any loss, relief, allowance, credit, exemption, set-off, right to repayment or other relief of a similar nature granted by any Taxation Authority, or available in relation to Tax, or any deduction in computing income, profits or gains for the purposes of Tax;

“Relinquished Assets” means those Assets identified in ‎Schedule 2 as being subject to relinquishment (being those marked by an asterisk);

“Representatives” means, with respect to any person, its Affiliates, directors, officers or employees of such person and its Affiliates;

“Required Seller Assurances” means the warranties, representations, guarantees, indemnities, counter-indemnities, letters of comfort, bank guarantees, letters of credit and security of any nature given by a member of the Seller’s Group to a third party in respect of any obligation or relating to a Target Group Member (but not including any Government Assurances or Other Seller Assurances), as listed in ‎Part I of ‎Schedule 14;

“Required Seller Assurances Release Condition” has the meaning given to it in Clause ‎3.1(f);

“Sanctioned Person” means any person or entity that is listed on, or owned or controlled (directly or indirectly) by, or acting on behalf of, any person or entity listed on, any Sanctions List, or otherwise identified by any Sanctions Authority as being subject to Sanctions.

“Sanctions” means any applicable economic and financial sanctions, trade embargoes or export control laws and regulations promulgated by the United Nations, the United States of America, European Union, the United Kingdom or Canada directed at prohibiting or restricting dealings with designated individuals, entities, governments, countries or territories;

“Sanctions Authority” means the United Nations Security Council, the Government of the United States of America, the Council of the European Union, HM Treasury and His Majesty’s Government of the United Kingdom, the Government of Canada, and any other governmental institution or agency with responsibility for imposing, administering or enforcing Sanctions with jurisdiction over any Target Group Member.

“Sanctions List” means the Specially Designated Nationals and Blocked Persons list maintained by OFAC, the Denied Persons List maintained by the US Department of Commerce, the UK Sanctions List maintained by HM Treasury, and the OFSI Consolidated List maintained by HM Treasury, or any other list issued or maintained by any Sanctions Authority of persons or entities subject to Sanctions (including investment or related restrictions), each as amended, supplemented or substituted from time to time;

“SCE” means the Superintendencia de Competencia Económica of the Republic of Ecuador;

“SEC” means the U.S. Securities and Exchange Commission;

“Seller Break Fee” means fifty million Dollars (US$50,000,000);

“Seller Guarantor’s Warranties” means all the warranties to be made by the Seller Guarantor set out in ‎Part II of ‎Schedule 4;

“Seller Indemnitees” means each member of the Seller’s Group (including the Seller), their respective directors, officers and employees from time to time and, for the avoidance of doubt, shall include the Relevant Individuals;

“Seller Quota Pledge Agreement” means the quota pledge agreement dated 18 February 2026 between GTRG and the Indenture Security Agent in respect of all of the Seller’s quota shares, granted by GTRG as collateral in connection with the 2031 Notes Indenture;

“Seller Quota Release Agreement” means the release agreement between GTRG and the Indenture Security Agent to be delivered at Completion, in relation to the release of the security interests (including the release of all of the Seller’s quota shares) granted under the Seller Quota Pledge Agreement, in agreed form;

“Seller’s Group” means the Seller and its Affiliates from time to time (including prior to and at Completion the Target Group but excluding, after Completion, the Target Group) and any of their respective Connected Persons;

“Seller’s Solicitors” means Bracewell (UK) LLP of Level 33, 100 Bishopsgate, London EC2N 4AG;

“Seller Group Expatriate Secondees” has the meaning given to it in Paragraph ‎1 of ‎Schedule 22;

“SEV” means Suroco Energy Venezuela, a company incorporated in Venezuela;

“SEV Transfer” means the transfer of SEV out of the Target Group, as contemplated under Clause ‎7.12;

“SEV Transfer Completion Date” has the meaning given to it in Clause ‎7.12(a)(i);

“SEV Transfer Economic Date” has the meaning given to it in Clause ‎7.12(a)(ii);

“Shareholder Approval Condition” has the meaning given to it in Clause ‎3.1(a);

“Shareholder Contribution Amount” means the aggregate amount of:

and which occurs on or after the Effective Date and before the Completion Date;

“Shares” means the entire issued share capital of the Company;

“SIC” means the Superintendencia de Industria y Comercio of the Republic of Colombia;

“Signing Date” means the date of this Agreement;

“Specified Requirements” has the meaning given to it in ‎Schedule 20;

“SOFR” means the Secured Overnight Financing Rate calculated and published by the Federal Reserve Bank of New York for three (3)-month deposit in US Dollars at or about 11:00 (London time) on any given day. If such rate ceases to be available, the Parties shall agree on another reasonably comparable interest rate. If SOFR would otherwise be less than zero, it shall be deemed to be zero;

“Straddle Period” means a taxable period beginning on or before the Completion Date and ending after the Completion Date;

“Straddle Period Tax Return” has the meaning given to it in Clause ‎5.12(a)(iii);

“Subsidiaries” means the subsidiary undertakings of the Company, details of which are set out in ‎Part II of ‎Schedule 1;

“Superior Proposal” means any bona fide unsolicited written Acquisition Proposal (except that, for purposes of this definition, such Acquisition Proposal must be for all of the Shares or all or substantially all of the Assets or the business of the Target Group, taken as a whole) that does not contain any financing contingencies and is on terms that the Seller Guarantor’s board of directors has determined in good faith (after consultation with its financial advisors and outside legal counsel) (a) is reasonably likely to be consummated, in all material respects, in accordance with its terms, taking into account all legal, regulatory and financing aspects of the proposal (including certainty of closing) and the identity of the person making the proposal and any other aspects of the Acquisition Proposal that the Seller Guarantor’s board of directors deems relevant (including the likelihood of consummation) and (b) if consummated, would be more favorable from a financial point of view to the Seller Guarantor or its shareholders than the Transaction (taking into account any revisions to this Agreement made or proposed in writing by Purchaser in accordance with Clause ‎5.14(c) prior to the time of such determination);

“Suroriente AIC” means the “Additional Investment Commitment”, as defined in the Suroriente Production Contract;

“Suroriente Final Terms and Conditions” means the terms set out in Schedule 19, as may be amended with the written agreement of the Purchaser;

“Suroriente Interest” means GTOC’s Participating Interest in the legal and beneficial rights, title and interests in and under the Suroriente Production Contract and any other applicable Asset Documents, together with the rights, liabilities and obligations attaching thereto (including in respect of any Asset Property relating to Suroriente), as more clearly described in ‎Part I of ‎Schedule 2 and ‎Part I of ‎Schedule 3;

“Suroriente Pre-emption Acquisition” has the meaning given to it in Clause ‎5.9(c);

“Suroriente Pre-emption Notice” has the meaning given to it in Clause 5.9(b)(i)(B);

“Suroriente Pre-emption Notice Date” has the meaning given to it in Clause 5.9(b)(i)(D);

“Suroriente Pre-emption Right” has the meaning given to it in Clause ‎5.9(a)(i);

“Suroriente Production Contract” means the southeast area incremental production contract originally dated 13 June 2001, as amended pursuant to the fifth addendum dated 11 April 2023 between Ecopetrol and GTOC;

“Suroriente Transfer Agreement” has the meaning given to it in Clause 5.9(b)(i)(H);

“Surviving Provisions” means Clauses ‎1, ‎3.11(a), ‎4.2, ‎11, ‎14, ‎15, ‎16,‎17, ‎18, ‎19 and ‎20;

“Suspended Contracts” has the meaning given to it in Paragraph 5.9 of ‎Part I of ‎Schedule 4;

“Swiss Target Group Members” means the Company, GTEC, GTOC, GTEE1 and GTEE2;

“Target Group” means the Company, the Subsidiaries and the Branches and “Target Group Member” means any of them;

“Tax” or “Taxation” means:

“Taxation Authority” means any government, state or municipality or any local, state, federal or other fiscal, revenue, customs or excise authority, body or official competent to impose, administer, levy, assess or collect or with any jurisdiction over any Tax in any jurisdiction;

“Taxation Warranty” means a Warranty set out in Paragraph 15 of ‎Part I of ‎Schedule 4;

“Taxation Warranty Claim” means a claim made in relation to the Warranties set out in Paragraph 15 of ‎Part I of ‎Schedule 4;

“Tax Indemnity Claim” means a claim made by the Purchaser in relation to the Seller’s obligations under Clause ‎12.5(a), ‎12.5(b), ‎13.2 or ‎13.3;

“Tax Laws” means any applicable Law relating to Tax, as in force from time to time;

“Tax Liability” has the meaning given to it in Paragraph 21(a) of Schedule 5;

“Tax Matter” has the meaning given to it in Clause ‎5.12(b);

“Tax Return” means any return, report, information return, statement, declaration or other document filed or required to be filed with any Taxation Authority in connection with any determination, assessment or collection of any Tax or any information or documentary obligation imposed by any Tax Laws, including, without limitation, withholding tax returns required to be submitted under Colombian Tax Law (retención en la fuente), VAT returns, and Industry and Commerce Tax returns;

“Technical Data” has the meaning given to it in Paragraph 10.6 of Part I of Schedule 4;

“Third Party Claim” means a claim that arises as a result of, or in connection with, a liability or alleged liability to a third party;

“Tisquirama Participation Agreement” means the participation agreement in respect of the Tisquirama direct operation area between Ecopetrol and GTOC-BR, dated 16 March 2026, details of which (including all relevant annexes) are set out in item 39 of Part I of Schedule 3;

“Transaction” means the transactions contemplated by this Agreement;

“Transaction Documents” means:

“Transfer Fee Contribution Amount” means an amount equal to fifty percent (50%) of the aggregate of:

“Transfer Pricing Laws” means any Laws, regulations, administrative guidance or requirements in any relevant jurisdiction relating to the pricing of transactions between connected or related persons for Tax purposes, including the OECD Transfer Pricing Guidelines for Multinational Enterprises and Tax Administrations as applicable from time to time;

“Transfer Tax” means any:

excludes any other Taxes;

“Transferring Bonds” means, collectively, the 2029 Notes and the 2031 Notes;

“Updated Accounts” has the meaning given to it in Clause ‎5.11(a);

“Updated Effective Date Working Capital Amount” means the amount of the working capital of the Target Group as at the Effective Date as determined in the Updated Accounts in accordance with ‎Schedule 20;

“VAT” means value added tax in any jurisdiction and includes any goods and services tax, sales tax, turnover tax or similar tax;

“Warranties” means the warranties given by the Seller in ‎Part I of ‎Schedule 4;

“Warranty Claim” means a claim for breach of a Warranty including any Fundamental Warranty Claim or Taxation Warranty Claim; and

“Working Capital Facilities” means the following working capital facilities of the Target Group: [***]

In this Agreement:

A reference to a statute or statutory provision in this Agreement shall include a reference:

A reference in this Agreement to any English legal term for any action, remedy, method or form of judicial proceeding, legal document, court, official or any other legal concept or matter will be deemed to include a reference to the corresponding or most similar legal term in any jurisdiction other than England, to the extent that such jurisdiction is relevant to the transactions contemplated by this Agreement or the terms of this Agreement.

Where any statement in this Agreement is qualified by the expression “so far as the Seller is aware” or any similar expression, that expression shall be deemed to mean the actual knowledge of the Relevant Individuals as at the date such statement is given, having made due and careful enquiry.

Subject to the satisfaction (or waiver in accordance with Clause ‎3.9) of the Conditions, the Seller shall sell the Shares and the Purchaser shall purchase the Shares, free from Encumbrances, at Completion for the Consideration, in accordance with the terms and conditions of this Agreement.

Immediately prior to the Signing Date:

Completion is conditional upon the satisfaction (or waiver in accordance with Clause ‎3.9) of the following conditions (together, the “Conditions”):

in each case in accordance with the requirements of the applicable Colombia Asset Documents and Law (the “ANH Condition”);

(collectively, the “Bond Condition”).

As part of the Seller’s obligations under Clause ‎3.2(a), in respect of the Pre-Payment Facility Condition, the Seller shall, or shall procure that the Seller Guarantor and the relevant Target Group Member, shall use all reasonable endeavours to provide or procure the provision of any replacement Pre-Payment Assurances (provided it is in a form consistent with applicable law and the terms of the Pre-Payment Agreement and does not impose any Onerous Condition) in order to obtain the release of the Pre-Payment Assurances in fulfilment of the Pre-Payment Facility Condition.

in each case, with all such documentation on terms and in form and substance reasonably approved by the Purchaser; and

At any time prior to the Longstop Date, any Condition may be waived by mutual written agreement of both Parties, save that either of paragraph 3.1(g)(ii) of the Pre-Payment Facility Condition or the Required Seller Assurances Release Condition may be waived by the Seller (in its sole discretion), and in the case of any waiver by the Seller of the Required Seller Assurances Release Condition, the terms of Clause ‎7.13 shall apply.

and shall at the same time (or promptly thereafter) provide the other Party with reasonable evidence of the same.

then the Seller shall be entitled to retain the Deposit (and any interest that may have accrued on the Deposit) in full and the Purchaser shall have no rights to recover the Deposit from the Seller or any other person; provided that, for the avoidance of doubt, the Seller shall not be entitled to retain the Deposit where the termination arises as a result of the failure to obtain the Shareholder Approval Condition or any other failure directly attributable to the Seller’s Group.

in each case as is agreed, deemed agreed or determined in accordance with this Agreement.

subject at all times to Clause ‎4.3(f).

Subject to Clause ‎5.3, from and including the Signing Date up to Completion, the Seller shall procure that each Target Group Member shall comply with ‎Schedule 7.

Subject to Clause ‎5.3, from and including the Signing Date up to Completion, the Seller shall not and shall procure that no member of the Seller’s Group shall:

Nothing in this Clause ‎5 or ‎Schedule 7 shall operate to limit, restrict or prevent the Seller, any other member of the Seller’s Group or any Target Group Member from undertaking any action, decision or other matter (or omitting to undertake any action, decision or other matter) to the extent such action, decision, matter or omission is:

No later than five (5) Days after the date on which the last of the Conditions is satisfied, the Purchaser shall notify the Seller of the information referred to in Clauses ‎5.5 and ‎6.1(b) as being nominated by the Purchaser for the purposes of the meetings (or written resolutions) of the management board and a shareholders of each Target Group Member to be held immediately prior to, or on (as applicable) Completion.

Immediately prior to Completion, the Seller shall procure that the following business is conducted at a meeting of the management board or board of directors (as applicable) of the Company and each Target Group Member respectively, in each case to be effective upon Completion:

[***]

The Seller shall use reasonable endeavours to procure that, immediately prior to delivery of the Initial Completion Statement, it will, through payment by the Company and each Target Group Member to the Seller of one or more Cash Extraction Amounts, extract from the Company any cash balances standing to the credit of any Target Group Member, such that the aggregate cash balance standing to the credit of each Target Group Member as at the Completion Date is five million Dollars (US$5,000,000).

Subject to Completion occurring:

the Seller’s consent shall be deemed to have been obtained by the Purchaser.

which notice will specify the basis for such GTE Board Recommendation Change and/or termination, including the identity of the person or group of persons making such Acquisition Proposal, the status of discussions relating to such Acquisition Proposal, the material terms and conditions thereof and unredacted copies of all relevant written agreements (including, among others, all financing commitments) relating to such Acquisition Proposal;

provided, however, that in the event of any material revisions, updates or supplements to such Acquisition Proposal, the Seller will be required to deliver a new written notice to the Purchaser and to comply with the requirements of this Clause ‎5.14(c)(iii) with respect to such new written notice (it being understood that the “Notice Period” in respect of such new written notice will be three (3) Days); and

either Party shall be entitled to terminate this Agreement with immediate effect by notice to the other Party, in which case the provisions of Clause ‎14 shall apply.

(together, the “Participation Agreement Notifications”) and the Seller shall notify the Purchaser on the date that such Participation Agreement Notifications have been delivered in accordance with this Clause ‎5.15(a).

Immediately prior to Completion, the Seller shall procure that:

If a Completion Amount Trigger Event occurs, the Parties shall promptly meet to discuss the occurrence of the Completion Amount Trigger Event and unless otherwise agreed by the Parties, the Seller shall procure that the Company issues an unsecured interest-bearing note in favour of the Seller on the same terms and conditions as the GTECI Note save as provided below:

(the “GTECI Additional Note”).

As soon as reasonably practicable after the Signing Date, the Seller shall procure that the Target Group commences the implementation of the 2027 Drilling Campaign. During the Interim Period, the Seller shall:

At Completion and simultaneously with the conclusion of the general meeting of the shareholders of each Swiss Target Group Member convened pursuant to Clause ‎6.1(b):

The Seller and the Purchaser shall work collaboratively to develop, as soon as reasonably possible after the Signing Date, an IT transition plan to facilitate the orderly separation (on or prior to Completion) of the Target Group’s information technology systems from the Seller’s Group’s information technology systems.

Within forty-five (45) Days after Completion the Seller shall deliver the Final Completion Statement to the Purchaser together with all relevant supporting documents, working papers, underlying calculations and source data used in preparing the Final Completion Statement. The Purchaser shall, on request from the Seller, provide the Seller with all assistance reasonably requested in order to allow the Seller to prepare the Final Completion Statement, including providing any relevant documents or information in possession of the Purchaser’s Group. For the avoidance of doubt, where a Completion Amount Trigger Event has occurred, no increase nor upward adjustment in the Completion Amount shall be permitted or reflected in the Final Completion Statement.

The Final Completion Statement shall be final and binding on the Parties for all purposes unless the Purchaser notifies the Seller that it disagrees with the Final Completion Statement (such notification being an “Objection Notice”) in accordance with Clause ‎7.3 within:

the Seller shall, and shall procure that the relevant members of the Seller’s Group shall, provide the Purchaser and its advisers with reasonable access to all personnel, books, records and information as the Purchaser may reasonably require in connection with its review of the Final Completion Statement, within five (5) Days of any written request from the Purchaser.

An Objection Notice must set out in detail the Purchaser’s reasons for its objection and specify:

The Final Completion Statement as deemed agreed (in accordance with Clause ‎7.2), agreed (in accordance with Clause ‎7.4) or determined (in accordance with ‎Schedule 11) shall be final and binding on the Parties, save in respect of any Leakage Amount which was not included in either the Final Completion Statement delivered by the Seller in accordance with Clause ‎7.1 or the Objection Notice (“Unknown Leakage”). Nothing in this Clause ‎7.5 shall limit or restrict the Purchaser’s rights under Clause ‎4.4 in respect of Unknown Leakage.

Once the Final Completion Statement has been deemed agreed (in accordance with Clause ‎7.2), agreed (in accordance with Clause ‎7.4) or determined (in accordance with ‎Schedule 11), then:

and in each such case, such payment of the Final Adjustment Payment shall be paid with interest at the Agreed Rate on such amount from and including the Completion Date up to (but excluding) the date of actual payment of the Final Adjustment Payment pursuant to this Clause ‎7.6.

The Purchaser shall procure that:

in each case as is required to conduct such business at a meeting of its shareholders, management board or other committee established pursuant to the constitutional documents of that Swiss Target Group Member;

Prior to Completion occurring, and subject to the consent of the relevant Employee, the Seller shall use all reasonable endeavours to procure that the arrangements for expatriate and inpatriate employees of the Target Group and the Seller’s Group set out in Schedule 22 are effected.

in each case, irrevocably and unconditionally, and provided that any such substitution or replacement does not impose any Onerous Condition.

Each of the Warranties is separate and independent and is not expanded or limited:

The Seller makes no representations or warranties whether express or implied as to:

and the Purchaser shall not be entitled to bring any Claim with respect to such matters.

The liability of the Seller under and in connection with any Claim shall be subject to the limitations and other provisions set out in ‎Schedule 5 and the other provisions of this Agreement, provided that nothing in this Clause ‎9 or ‎Schedule 5 shall limit or exclude the liability of the Seller in respect of any Claim arising from fraud by the Seller or any member of the Seller’s Group.

The Purchaser acknowledges and agrees that, subject to Clause ‎19.9:

If the Purchaser becomes aware (whether by reason of any disclosure in the Disclosure Letter or otherwise and whether before or after Completion) that there has been any breach of the Warranties or any other term of this Agreement, the Purchaser’s exclusive remedy for such breach shall be to claim for damages for breach of contract save as expressly set out in Clause ‎14.1. Nothing in this Clause ‎9.3 shall limit the Purchaser's right to terminate this Agreement in accordance with Clause ‎14.

Nothing in this Agreement or in the Disclosure Letter shall qualify or limit the liability of the Seller in relation to any Claim attributable to fraud by the Seller, any member of the Seller’s Group or their respective Representatives.

The Purchaser Guarantor unconditionally and irrevocably, in favour of the Seller:

The Purchaser Guarantor’s obligations under this Agreement shall not be affected by any matter or thing which but for this provision might operate to affect or prejudice those obligations, including:

Until all amounts which may be or become payable under this Agreement have been irrevocably paid in full, the Purchaser Guarantor shall not as a result of this Agreement or any payment or performance under this Agreement be subrogated to any right or security of the Seller (or any other member of the Seller’s Group) or claim or prove in competition with the Seller (or any other member of the Seller’s Group) against the Purchaser or any other person or claim any right of contribution, set-off or indemnity.

The obligations of the Purchaser Guarantor under this Clause ‎10 shall remain in full force and effect from the date of this Agreement until such time that:

at which point the obligations of the Purchaser Guarantor under this Clause ‎10 shall automatically cease and be of no further force or effect. For the avoidance of doubt, no obligations arising under or in connection with the GTECI Note (or the GTECI Additional Note, to the extent applicable) shall be guaranteed by the Purchaser Guarantor or the Purchaser and the Seller shall have no recourse to the Purchaser Guarantor or the Purchaser in respect of any amounts owing under the GTECI Note or the GTECI Additional Note, to the extent applicable).

The Seller Guarantor unconditionally and irrevocably:

The Seller Guarantor’s obligations under this Agreement shall not be affected by any matter or thing which but for this provision might operate to affect or prejudice those obligations, including:

Until all amounts which may be or become payable under this Agreement have been irrevocably paid in full, the Seller Guarantor shall not as a result of this Agreement or any payment or performance under this Agreement be subrogated to any right or security of the Purchaser (or any other member of the Purchaser’s Group) or claim or prove in competition with the Seller (or any other member of the Purchaser’s Group) against the Seller or any other person or claim any right of contribution, set-off or indemnity.

The Purchaser acknowledges that:

Subject to Completion occurring, the Purchaser shall assume and be responsible for, and timely and fully satisfy and fully indemnify, defend and hold harmless the Seller Indemnitees (on an after Tax basis and on a full indemnity basis) from and against:

howsoever arising and regardless of whether such matters arise (i) as a consequence of negligence or breach of any obligation (contractual, statutory or otherwise) by any Target Group Member or any of the Seller Indemnitees or any agents or contractors of a Target Group Member or the Seller Indemnitees, and regardless of fault, or (ii) before, on or after the Effective Date; provided that the indemnity in this Clause ‎12.2 shall not apply to any Losses suffered by the Seller Indemnitees to the extent that such Losses:

For the avoidance of doubt, nothing in this Clause ‎12 shall require the Purchaser to indemnify or reimburse any member of the Seller’s Group for amounts actually expended in respect of such matters prior to Completion.

The Seller shall not and shall procure that no member of the Seller’s Group shall take any action that would trigger, cause or result in any action being taken by a third party or Regulatory Authority in respect of matters indemnified under Clause ‎12.

Subject to Completion occurring, the Seller shall assume and be responsible for, and timely and fully satisfy and fully indemnify, defend and hold harmless the Purchaser Indemnitees (on an after Tax basis and on a full indemnity basis) from and against any and all Losses suffered or incurred by any Purchaser Indemnitees arising out of or in connection with:

provided that in the case of any claims made under this Clause 12.5, or otherwise in respect of any Tax Matter under Clause 5.12 or obligation or liability under Clause 13.3(a): (A) the Seller shall be entitled, by notice to the Purchaser, to assume conduct of the relevant claim and shall: (x) keep the Purchaser informed of the progress of any such claim and provide the Purchaser with copies of all relevant documents and such other information in its possession as may be requested by the Purchaser (acting reasonably), (y) not cease to defend any such claim or make any admission of liability, settlement, agreement or compromise in relation to such claim without the prior written consent of the Purchaser (such consent not to be unreasonably withheld, conditioned or delayed) and (z) reimburse the Purchaser for all reasonable costs and expenses incurred by the Purchaser or any relevant Target Group Member in providing the assistance, information and access referred to in Clause 12.5(B); and (B) the Purchaser shall, and shall procure that the relevant Target Group Members shall, provide such reasonable assistance, information and access to employees as the Seller may reasonably require in connection with the defence and conduct of such claim, provided that the Seller shall reimburse the Purchaser in accordance with Clause ‎12.5(A)(z) for the reasonable costs and expenses incurred in providing such assistance. Nothing in this paragraph shall require any person to provide any information to the extent that providing such information would contravene any applicable Law or regulation or would breach any duty of confidentiality owed to any third party or such information is legally privileged. If any information is provided by any person to any other person pursuant to this paragraph, that information shall only be used by the receiving party in connection with the relevant claim.

An “after Tax basis” for the purposes of this Agreement shall mean that in calculating the amount of an indemnity payment:

provided that the Seller shall not be liable under this Clause ‎13.3 for or in respect of (i) the amounts comprising the Transfer Fee Contribution Amount; (ii) any Transfer Tax imposed or payable in connection with the Transaction (which shall be borne exclusively by the Purchaser in accordance with Clause ‎13.1); and (iii) any Tax liability of a Target Group Member arising in the ordinary course of its business after the Effective Date.

This Agreement may only be terminated at any time prior to Completion in the following circumstances:

If a Party issues a notice of termination, then without limiting either the Seller’s or the Purchaser’s rights to claim damages:

Unless expressly provided in this Agreement, including Clause ‎14.1:

The Seller shall pay the Purchaser the Seller Break Fee within ten (10) Days of the termination of this Agreement, as compensation for the Purchaser’s costs, expenses and loss of opportunity, if this Agreement is terminated by:

The Parties acknowledge and agree that the Seller Break Fee: