Geopetro Resources Co Sample Contracts

Geopetro Resources Co – FOR IMMEDIATE RELEASE: MAY 15, 2014 GEOPETRO RESOURCES COMPANY AND MCW ENERGY GROUP LIMITED MUTUALLY TERMINATE MERGER AGREEMENT (May 15th, 2014)

San Francisco, May 15, 2014 (GLOBE NEWSWIRE) -- GeoPetro Resources Company (OTCQB:GEOR) ("GeoPetro" or the “Company”) today announced that on May 14, 2014, the Agreement and Plan of Merger, as amended, (the “Merger Agreement”) entered into on February 28, 2013, between GeoPetro Resources Company, MCW Energy Group Limited (“Parent”), and MCW CA SUB, a wholly-owned subsidiary of Parent (“Merger Sub”), was terminated.

Geopetro Resources Co – AMENDMENT NO. 1 TO THE AGREEMENT AND PLAN OF MERGER (April 10th, 2013)

is dated as of April 4, 2013 (this “Amendment”), by and among MCW Energy Group Limited, an Ontario corporation (“Parent”), MCW CA SUB, a California corporation and a wholly-owned subsidiary of Parent (“Merger Sub”), and GeoPetro Resources Company, a California corporation (the “Company”).

Geopetro Resources Co – NEWS RELEASE MCW Energy Group To Acquire GeoPetro Resources Company (March 4th, 2013)

SAN FRANCISCO & TORONTO (March 1, 2013) — MCW Energy Group Limited (“MCW”) (TSX-V: MCW) (MCW.V) (TSX Venture Exchange) and GeoPetro Resources Company (“GeoPetro”) (NYSE MKT: GPR) announced today that their respective boards of directors have each unanimously approved a definitive merger agreement whereby MCW has agreed, subject to the terms and conditions set forth therein, to acquire GeoPetro and GeoPetro will continue as a subsidiary of MCW.

Geopetro Resources Co – AGREEMENT AND PLAN OF MERGER by and among MCW ENERGY GROUP LIMITED, MCW CA SUB, and GEOPETRO RESOURCES COMPANY Dated as of February 28, 2013 (March 4th, 2013)

AGREEMENT AND PLAN OF MERGER, dated as of February 28, 2013 (this “Agreement”), by and among MCW Energy Group Limited, an Ontario corporation (“Parent”), MCW CA SUB, a California corporation and a wholly-owned subsidiary of Parent (“Merger Sub”), and GeoPetro Resources Company, a California corporation (the “Company”).

Geopetro Resources Co – Contract (February 28th, 2013)

THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, A AMENDED, OR ANY STATE SECURITIES LAWS. THIS WARRANT AND THE COMMON STOCK ISSUABLE UPON EXERCISE OF THIS WARRANT MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THIS WARRANT UNDER SAID ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO GEOPETRO RESOURCES COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.

Geopetro Resources Co – GEOPETRO RESOURCES COMPANY San Francisco, California 94111 UNIT SUBSCRIPTION AGREEMENT (February 28th, 2013)

The undersigned (the “Subscriber”) hereby irrevocably subscribes for and agrees to purchase from the Corporation units of the Corporation (the “Units”) in the number set forth below at a subscription price of $0.10 per Unit. Each Unit shall consist of one (1) share of common stock of the Corporation (a “Common Share”) and a one-half (1/2) Common Share purchase warrant of the Corporation (“Warrants”). Each one (1) whole Warrant shall entitle the holder to acquire one (1) Common Share (a “Warrant Share”) at a price of $0.50 per Warrant Share for a period of three years from the Closing Date (as hereinafter defined). The Subscriber agrees to be bound by the attached terms and conditions of subscription (the “Terms and Conditions”) and agrees that the Corporation may rely upon the representations, warranties and covenants contained therein and in the applicable Accredited Investor Certificate (as hereinafter defined). This subscription, plus the Terms and Conditions and each completed and

Geopetro Resources Co – PROMISSORY NOTE (March 30th, 2012)

For value received, the undersigned, GeoPetro Resources Company (“Payor”), hereby promises to pay on demand to Stuart J. Doshi (“Holder”) the principal sum of One Hundred Thousand ($100,000.00) with interest from March 20, 2012 at a rate of ten percent (10%) per annum, payable quarterly, or upon repayment of the loan in the event that the loan is repaid earlier. Additionally, the Company will issue 20,000 warrants to purchase 20,000 shares of GeoPetro Resources Company’s common stock to the Holder or his designee(s) at an exercise price of $0.50 per share, good for three (3) years.

Geopetro Resources Co – Contract (March 4th, 2011)

THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS. THIS WARRANT AND THE COMMON STOCK ISSUABLE UPON EXERCISE OF THIS WARRANT MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THIS WARRANT UNDER SAID ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO GEOPETRO RESOURCES COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.

Geopetro Resources Co – GEOPETRO RESOURCES COMPANY San Francisco, California 94111 UNIT SUBSCRIPTION AGREEMENT (March 4th, 2011)

The undersigned (the “Subscriber”) hereby irrevocably subscribes for and agrees to purchase from the Corporation units of the Corporation (the “Units”) in the number set forth below at a subscription price of $0.45 per Unit. Each Unit shall consist of one (1) share of common stock of the Corporation (a “Common Share”) and a one-half (1/2) Common Share purchase warrant of the Corporation (“Warrants”). Each one (1) whole Warrant shall entitle the holder to acquire one (1) Common Share (a “Warrant Share”) at a price of $0.75 per Warrant Share for a period of three years from the Closing Date (as hereinafter defined). The Subscriber agrees to be bound by the attached terms and conditions of subscription (the “Terms and Conditions”) and agrees that the Corporation may rely upon the representations, warranties and covenants contained therein and in the applicable Accredited Investor Certificate (as hereinafter defined). This subscription, plus the Terms and Conditions and each completed and

Geopetro Resources Co – Contract (October 6th, 2010)

THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS. THIS WARRANT AND THE COMMON STOCK ISSUABLE UPON EXERCISE OF THIS WARRANT MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THIS WARRANT UNDER SAID ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO GEOPETRO RESOURCES COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.

Geopetro Resources Co – GEOPETRO RESOURCES COMPANY San Francisco, California 94111 UNIT SUBSCRIPTION AGREEMENT (October 6th, 2010)

The undersigned (the “Subscriber”) hereby irrevocably subscribes for and agrees to purchase from the Corporation units of the Corporation (the “Units”) in the number set forth below at a subscription price of $0.48 per Unit. Each Unit shall consist of one (1) share of common stock of the Corporation (a “Common Share”) and a one-half (1/2) Common Share purchase warrant of the Corporation (“Warrants”). Each one (1) whole Warrant shall entitle the holder to acquire one (1) Common Share (a “Warrant Share”) at a price of $0.75 per Warrant Share for a period of three years from the Closing Date (as hereinafter defined). The Subscriber agrees to be bound by the attached terms and conditions of subscription (the “Terms and Conditions”) and agrees that the Corporation may rely upon the representations, warranties and covenants contained therein and in the applicable Accredited Investor Certificate (as hereinafter defined). This subscription, plus the Terms and Conditions and each completed and

Geopetro Resources Co – MADISONVILLE GAS PROCESSING, LP (November 19th, 2009)

We have reviewed the accompanying balance sheet of Madisonville Gas Processing, LP (the “Partnership”) as of September 30, 2008, the related statement of operations and cash flows for the nine months ended September 30, 2008 and 2007, and the related statement of changes in partners’ deficit for the nine months ended September 30, 2008. These financial statements are the responsibility of the Partnership’s management.

Geopetro Resources Co – CERTIFICATE OF AMENDMENT OF ARTICLES OF INCORPORATION (October 13th, 2009)
Geopetro Resources Co – PROMISSORY NOTE (August 10th, 2009)

For value received, the undersigned, GeoPetro Resources Company (“Payor”), hereby promises to pay on demand to Stuart J. Doshi (“Holder”) the principal sum of One Hundred Thousand ($100,000) with interest from June 18, 2009 at a rate of eight percent (8%) per annum, payable upon repayment of the loan.

Geopetro Resources Co – EMPLOYMENT AGREEMENT (May 11th, 2009)

THIS EMPLOYMENT AGREEMENT (this “Agreement”), is made and entered into effective as of April 27, 2009 (the “Effective Date”), by and between GeoPetro Resources Company, a California corporation (the “Employer”), and J. Chris Steinhauser, an individual (the “Employee”).

Geopetro Resources Co – SIXTH AMENDMENT TO EMPLOYMENT AGREEMENT (May 11th, 2009)

This SIXTH AMENDMENT TO EMPLOYMENT AGREEMENT (this “Sixth Amendment”) is executed April 28, 2009, by and between GeoPetro Resources Company, a California corporation (“Company”) and David V. Creel (“Employee”).

Geopetro Resources Co – CERTIFICATE OF DETERMINATION OF GEOPETRO RESOURCES COMPANY (May 1st, 2009)
Geopetro Resources Co – EIGHTH AMENDMENT TO EMPLOYMENT AGREEMENT (March 24th, 2009)

This EIGHTH AMENDMENT TO EMPLOYMENT AGREEMENT (this “EIGHTH AMENDMENT”) is executed December 31, 20008, but effective as of January 1, 2005, by and between GeoPetro Resources Company, a California Corporation (“Company”) and Stuart J. Doshi (“Executive”).

Geopetro Resources Co – FIFTH AMENDMENT TO EMPLOYMENT AGREEMENT (March 24th, 2009)

This FIFTH AMENDMENT TO EMPLOYMENT AGREEMENT (this “FIFTH AMENDMENT”) is executed December 31, 2008, but effective as of January 1, 2005, by and between GeoPetro Resources Company, a California corporation (“Company”) and David V. Creel (“Employee”).

Geopetro Resources Co – FOURTH AMENDMENT TO EMPLOYMENT AGREEMENT (March 24th, 2009)

This FOURTH AMENDMENT TO EMPLOYMENT AGREEMENT (this “FOURTH AMENDMENT”) is executed December 29, 2008, but effective as of January 1, 2005, by and between GeoPetro Resources Company, a California corporation (“Company”) and David V. Creel (“Employee”).

Geopetro Resources Co – SEVENTH AMENDMENT TO EMPLOYMENT AGREEMENT (March 24th, 2009)

This SEVENTH AMENDMENT TO EMPLOYMENT AGREEMENT (this “SEVENTH AMENDMENT”) is executed December 29, 2008, but effective as of January 1, 2005, by and between GeoPetro Resources Company, a California Corporation (“Company”) and Stuart J. Doshi (“Executive”).

Geopetro Resources Co – PROMISSORY NOTE (March 24th, 2009)
Geopetro Resources Co – FOURTH AMENDMENT TO EMPLOYMENT AGREEMENT (March 24th, 2009)

This FOURTH AMENDMENT TO EMPLOYMENT AGREEMENT (this “FOURTH AMENDMENT”) is executed December 29, 2008, but effective as of January 1, 2005, by and between GeoPetro Resources Company, a California corporation (“Company”) and J. Chris Steinhauser (“Employee”).

Geopetro Resources Co – DEED OF TRUST, MORTGAGE, SECURITY AGREEMENT, ASSIGNMENT OF PRODUCTION AND PROCEEDS, FINANCING STATEMENT AND FIXTURE FILING FROM REDWOOD ENERGY PRODUCTION, L.P. TO MICHAEL M. LOGAN, AS TRUSTEE, AND BANK OF OKLAHOMA, NATIONAL ASSOCIATION (March 24th, 2009)

THE OIL AND GAS INTERESTS INCLUDED IN THE PROPERTY COVERED HEREBY WILL BE FINANCED AT THE WELLHEADS OF THE WELLS LOCATED ON THE PROPERTIES DESCRIBED IN, OR THE DESCRIPTION OF WHICH IS INCORPORATED IN, EXHIBIT “A” ATTACHED HERETO AND MADE A PART HEREOF, AND THIS FINANCING STATEMENT IS TO BE FILED OR FILED FOR RECORD, AMONG OTHER PLACES, IN THE REAL ESTATE RECORDS PURSUANT TO APPLICABLE LAW.

Geopetro Resources Co – FIFTH AMENDMENT TO EMPLOYMENT AGREEMENT (March 24th, 2009)

This FIFTH AMENDMENT TO EMPLOYMENT AGREEMENT (this “FIFTH AMENDMENT”) is executed December 31, 2008, but effective as of January 1, 2005, by and between GeoPetro Resources Company, a California corporation (“Company”) and J. Chris Steinhauser (“Employee”).

Geopetro Resources Co – MADISONVILLE GAS PROCESSING, LP Financial Statements Years Ended December 31, 2006 and 2007 (March 19th, 2009)

We have audited the accompanying balance sheets of Madisonville Gas Processing, LP (the “Partnership”) as of December 31, 2006 and 2007, and the related statements of operations, changes in partners’ capital and cash flows for the years then ended. These financial statements are the responsibility of the Partnership’s management. Our responsibility is to express an opinion on the financial statements based on our audits.

Geopetro Resources Co – GeoPetro Resources Company Unaudited Pro Forma Condensed Combined Financial Statements (March 19th, 2009)

On December 31, 2008, GeoPetro Resources Company (“GeoPetro” or the “Company”) completed the acquisition of a natural gas treatment plant and related gas gathering pipelines and facilities (collectively, the “Plant”) from Madisonville Gas Processing, LP (“MGP”). The Plant is located in Madison County, Texas. The new owner of the Plant is GeoPetro’s wholly-owned, indirect subsidiary, Madisonville Midstream LLC (“MM”).

Geopetro Resources Co – AMENDED AND RESTATED TERM LOAN AGREEMENT (January 14th, 2009)

THIS AMENDED AND RESTATED TERN LOAN AGREEMENT (this “Agreement”), dated as of December 31, 2008, is by and between MADISONVILLE MIDSTREAM LLC, a Texas limited liability company (“Borrower”), and BANK OF OKLAHOMA, NATIONAL ASSOCIATION, a national banking association (“BOK”).

Geopetro Resources Co – PURCHASE AND SALE AGREEMENT between Madisonville Gas Processing, LP (as “Seller”), and Madisonville Midstream LLC (as “Buyer”), and GeoPetro Resources Company (“GeoPetro”) December 31, 2008 (January 14th, 2009)

THIS PURCHASE AND SALE AGREEMENT (this “Agreement”), dated to be effective as of December 31, 2008, is by and among Madisonville Gas Processing, LP, a Colorado limited partnership (“Seller”), Madisonville Midstream LLC, a Texas limited liability company (“Buyer”), and GeoPetro Resources Company, a California corporation (“GeoPetro”).

Geopetro Resources Co – Form of Common Stock Purchase Warrant Issued to Purchasers of Promissory Notes (January 7th, 2009)

THE SECURITIES EVIDENCED BY THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED UNLESS THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT COVERING SUCH SECURITIES, THE SALE IS MADE IN ACCORDANCE WITH RULE 144 UNDER THE ACT, OR THE COMPANY RECEIVES AN OPINION OF COUNSEL FOR THE HOLDER OF SUCH SECURITIES REASONABLY SATISFACTORY TO THE COMPANY STATING THAT SUCH SALE, TRANSFER, ASSIGNMENT OR HYPOTHECATION IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF SUCH ACT.

Geopetro Resources Co – SECOND AMENDED AND RESTATED BYLAWS OF GEOPETRO RESOURCES COMPANY (April 25th, 2008)

The principal executive and business office of the corporation is hereby fixed and located in the City and County of San Francisco, California or such other location as the board of directors may determine.

Geopetro Resources Co – THIRD AMENDMENT TO EMPLOYMENT AGREEMENT (December 21st, 2007)

This THIRD AMENDMENT TO EMPLOYMENT AGREEMENT (this “Amendment”) is made as of this 18th day of December 2007, by and between GeoPetro Resources Company, a California corporation (“Company”) and J. Chris Steinhauser (“Employee”).

Geopetro Resources Co – GEOPETRO RESOURCES COMPANY (October 9th, 2007)

Attached is a subscription agreement for GeoPetro Resources Company. Please send a completed Subscription Agreement via fax (signature pages only required) to the Placement Agent at (214) 219-8206. Funds for the placement can be sent via wire transfer to:

Geopetro Resources Co – Contract (October 9th, 2007)

THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS. THIS WARRANT AND THE COMMON STOCK ISSUABLE UPON EXERCISE OF THIS WARRANT MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THIS WARRANT UNDER SAID ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO GEOPETRO RESOURCES COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.

Geopetro Resources Co – PROMISSORY NOTE (October 9th, 2007)

For value received, the undersigned, GeoPetro Resources Company (“Payor”), hereby promises to pay on demand to Stuart J. Doshi (“Holder”) the principal sum of One Hundred Thousand ($100,000) with interest from February 12, 2007 at a rate of eight percent (8%) per annum, payable upon repayment of the loan.