Geopetro Resources Co Sample Contracts

Contract
Geopetro Resources Co • February 28th, 2013 • Oil & gas field exploration services • California

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.

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JOINT VENTURE AGREEMENT WHICHER RANGE, DATED OCTOBER 28, 1996
Joint Operating Agreement • June 30th, 2006 • Geopetro Resources Co • Oil & gas field exploration services • Western Australia

SEVEN SEAS PETROLEUM AUSTRALIA INC. of Suite 305, Reunion Centre Building, Nine East Fourth, Tulsa, Oklahoma 74103, United States of America (“Seven Seas”)

BENGARA-II BLOCK EXPLORATION JOINT VENTURE JOINT OPERATING AGREEMENT
Joint Operating Agreement • June 30th, 2006 • Geopetro Resources Co • Oil & gas field exploration services • Virgin Islands

This Agreement, the “Agreement” or “JOA”, is effective the 1st day of January, 2000 between CONTINENTAL ENERGY CORPORATION (“CEC”) a Canadian, British Columbia corporation, APEX (BENGARA-II) Ltd. (“Apex Bengara”) a British Virgin Islands corporation, and GEOPETRO RESOURCES COMPANY (“GeoPetro”) a U.S.A., California corporation. All of the aforementioned are parties to this Agreement are hereinafter referred to individually as “Party” and collectively as “Parties” and each Party occupies an address as set forth in Article-33.

GEOPETRO RESOURCES COMPANY San Francisco, California 94111 UNIT SUBSCRIPTION AGREEMENT
Geopetro Resources Company • March 4th, 2011 • Geopetro Resources Co • Oil & gas field exploration services • California

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

MASTER AGREEMENT
Master Agreement • October 24th, 2001 • Geopetro Resources Co • Texas

This Master Agreement (this "Agreement") is made and entered into as of the 15th day of June, 2001, by and among Redwood Energy Production, L.P., a Texas limited partnership ("Redwood"), Gateway Processing Company, a Texas corporation ("Gateway"), and Hanover Compression Limited Partnership, a Delaware limited partnership ("Hanover"). Redwood, Gateway, and Hanover are sometimes hereinafter individually referred to as a "Party" and collectively referred to as the "Parties."

THIS FLOW-THROUGH SHARE AGREEMENT entered into this 30th day of March, 2006. BETWEEN: GEOPETRO CANADA LTD., a corporation incorporated pursuant to the laws of the Province of Alberta (the “Corporation”)
Flow-Through Share Agreement • June 30th, 2006 • Geopetro Resources Co • Oil & gas field exploration services • Alberta

WHEREAS the Subscriber has offered to subscribe for shares in the capital stock of the Corporation issued on a “flow-through” basis under the Tax Act (as defined below);

DAVID V. CREEL EMPLOYMENT AGREEMENT DATED APRIL 28, 1998
Employment Agreement • October 24th, 2001 • Geopetro Resources Co • California

This Employment Agreement is dated April 28, 1998 but is effective as June 1, 1998 (the "Effective Date"), between GeoPetro Resources Company ("Company") and David V. Creel ("Employee").

EIGHTH AMENDMENT TO EMPLOYMENT AGREEMENT
Employment Agreement • March 24th, 2009 • Geopetro Resources Co • Oil & gas field exploration services

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”).

UNIT SUBSCRIPTION AGREEMENT
Geopetro Resources Company • February 28th, 2013 • Geopetro Resources Co • Oil & gas field exploration services • California

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

EMPLOYMENT AGREEMENT
Employment Agreement • June 30th, 2006 • Geopetro Resources Co • Oil & gas field exploration services • California

THIS EMPLOYMENT AGREEMENT (the “Agreement”) is entered into effective as of June 19, 2000, by and between Geo Petro Resources Company, a California corporation located at One Maritime Plaza, Suite 400, San Francisco, California 94111, together with its successors and assigns permitted under this Agreement (hereinafter the “Company”) and J. Chris Steinhauser, an individual and resident of the State of California (hereinafter “Employee”) located at 26 Moonlight, Irvine, California 92612.

AMENDED AND RESTATED TERM LOAN AGREEMENT
Term Loan Agreement • January 14th, 2009 • Geopetro Resources Co • Oil & gas field exploration services • Colorado

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”).

THIRD AMENDMENT TO EMPLOYMENT AGREEMENT
Employment Agreement • December 21st, 2007 • Geopetro Resources Co • Oil & gas field exploration services

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”).

APEX BENGARA-II AND YAPEN FARM OUT AGREEMENT
Farm Out Agreement • October 24th, 2001 • Geopetro Resources Co

THIS FARM OUT AGREEMENT (this "Agreement" or "FOA"), is made effective as of the 1st day of January, 2000, by and between CONTINENTAL ENERGY CORPORATION ("CEC"), a British Columbia, Canada corporation located at Suite 1760, One Bentall Center, 505 Burrard Street, Vancouver, B.C., V7X-1M6, Canada, GEOPETRO RESOURCES COMPANY (the "Farmee"), a California, U.S.A. corporation located at Suite 400, One Maritime Plaza, San Francisco, CA, 94111, USA, APEX (BENGARA-II) LTD. ("Apex Bengara"), a British Virgin Islands corporation located at 3rd Floor, Ampera Raya Building, Jl. Ampera Raya 18, Jakarta, 12560, Indonesia, and APEX (YAPEN) LTD. ("Apex Yapen"), a British Virgin Islands corporation located at 3rd Floor, Ampera Raya Building, Jl. Ampera Raya 18, Jakarta, 12560, Indonesia. CEC, the Farmee, Apex Bengara and Apex Yapen are sometimes hereinafter referred to individually as a "Party" and collectively as the "Parties".

CONTINENTAL-GEOPETRO (BENGARA-II) LTD. SHARES SALE & PURCHASE AGREEMENT
Shareholders Agreement • January 9th, 2007 • Geopetro Resources Co • Oil & gas field exploration services • Hong Kong

CNPCHK (INDONESIA) LIMITED (hereinafter referred to as the “Buyer”), a British Virgin Islands company whose registered address is P.O. Box 957, Offshore Incorporations Centre, Road Town, Tortola, British Virgin Islands;

PRODUCTION SHARING CONTRACT BENGARA II—DATED DECEMBER 4, 1997
Geopetro Resources Co • June 30th, 2006 • Oil & gas field exploration services

THIS CONTRACT, made and entered on this 4th day of December 1997, by and between PERUSAHAAN PERTAMBANGAN MINYAK DAN GAS BUMI NEGARA, a State Enterprise, established on the basis of Law No. 8/1971 hereinafter called “PERTAMINA”, party of the first part, and APEX (BENGARA-II) LTD., a corporation organized and existing under the laws of the British Virgin Islands, hereinafter called “CONTRACTOR”, party of the second part, both hereinafter sometimes referred to either individually as the “Party” or collectively as the “Parties”.

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
Agreement and Plan of Merger • March 4th, 2013 • Geopetro Resources Co • Oil & gas field exploration services • California

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”).

FOURTH AMENDMENT TO EMPLOYMENT AGREEMENT
Employment Agreement • March 24th, 2009 • Geopetro Resources Co • Oil & gas field exploration services • California

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”).

PRODUCTION SHARING CONTRACT YAPEN—DATED SEPTEMBER 27, 1999
Geopetro Resources Co • October 24th, 2001

THIS CONTRACT, made and entered into on this ......... day of .............. 1998 by and between PERUSAHAAN PERTAMBANGAN MINYAK DAN GAS BUMI NEGARA, a State Enterprise, established on the basis of Law No. 8/1971, hereinafter called "PERTAMINA", party of the first part, and APEX (YAPEN) LTD., a corporation organized and existing under the laws of British Virgin Islands, hereinafter called "CONTRACTOR", party of the second part, both hereinafter sometimes referred to either individually as the "Party" or collectively as the "Parties".

MADISONVILLE FIELD DEVELOPMENT AGREEMENT
Madisonville Field Development Agreement • June 30th, 2006 • Geopetro Resources Co • Oil & gas field exploration services • Texas

This Gas Purchase Contract (this “Agreement”) is made and entered into effective this 1st day of August, 2005 the “Effective Date”) by and between Redwood Energy Production, L.P., a Texas limited partnership (“Seller”), and Madisonville Gas Processing, LP, a Colorado limited partnership (“Buyer”). Seller and Buyer are sometimes hereinafter referred to individually as a “Party,” and collectively as the “Parties.” This Agreement is made subject to that Madisonville Field Development Agreement of even date herewith between Buyer and Seller (the “Development Agreement”), and capitalized terms used and not otherwise defined in this Agreement shall have the meanings given to them in the Development Agreement.

SUBSCRIPTION AND RENUNCIATION AGREEMENT
Subscription and Renunciation Agreement • June 30th, 2006 • Geopetro Resources Co • Oil & gas field exploration services • Alberta
PRODUCTION SHARING CONTRACT BENGARA II—DATED DECEMBER 4, 1997
Contract • October 24th, 2001 • Geopetro Resources Co
COMMON STOCK SUBSCRIPTION AGREEMENT
Subscription Agreement • June 30th, 2006 • Geopetro Resources Co • Oil & gas field exploration services • California
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FIFTH AMENDMENT TO EMPLOYMENT AGREEMENT
Employment Agreement • March 24th, 2009 • Geopetro Resources Co • Oil & gas field exploration services

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”).

FIFTH AMENDMENT TO EMPLOYMENT AGREEMENT
Employment Agreement • March 24th, 2009 • Geopetro Resources Co • Oil & gas field exploration services

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”).

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • August 16th, 2007 • Geopetro Resources Co • Oil & gas field exploration services • California

This Registration Rights Agreement is made and entered into effective as of August 13, 2007. On the Closing Date, the Company will issue Units to the Subscribers upon the terms set forth in the Subscription Agreement. As an inducement to the Subscribers to enter into the Subscription Agreement, the Company agrees with each Subscriber, and ECS, as follows:

GEOPETRO RESOURCES COMPANY
Registration Rights Agreement • October 9th, 2007 • Geopetro Resources Co • Oil & gas field exploration services • California

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:

JOINT FILING AGREEMENT
Joint Filing Agreement • February 16th, 2010 • Geopetro Resources Co • Oil & gas field exploration services

In accordance with Rule 13d-1(k)(1)(iii) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a Schedule 13G, dated February 16, 2010 (including amendments thereto) with respect to the common shares of GeoPetro Resources Company. This Joint Filing Agreement shall be filed as an Exhibit to such Schedule 13G.

FIRST AMENDMENT TO OPTION TO ACQUIRE LEASES Cook Inlet CBM Project
Geopetro Resources Co • June 30th, 2006 • Oil & gas field exploration services • Alaska

This First Amendment to Option to Acquire Leases (this “Agreement”), effective as of this 20th day of April, 2005 (the “Effective Date”), is by and between GeoPetro Resources Company (“GeoPetro”) and Pioneer Oil Company, Inc. (“Pioneer”). This Agreement completely supersedes and replaces in its entirety that Option to Acquire Leases Cook Inlet CBM Project previously executed by GeoPetro and Pioneer. The term “GeoPetro” shall also include any participant(s) of GeoPetro who desire to acquire interest in the Subject Interests. Subject to the terms hereof, GeoPetro is prepared to acquire Pioneer’s one hundred percent (100%) working interest in the State of Alaska oil and gas leases to be issued to Pioneer in the Cook Inlet Alaskan CBM Project (the “Subject Interests”) which are set forth on Exhibit A attached hereto, and which cover approximately one hundred sixteen thousand eight hundred six and twenty-nine hundredths (116,806.29) acres. GeoPetro may, in its sole discretion, assign this A

BENGARA-II BLOCK EXPLORATION JOINT VENTURE JOINT OPERATING AGREEMENT
Venture Joint Operating Agreement • October 24th, 2001 • Geopetro Resources Co • Virgin Islands

This Agreement, the "Agreement" or "JOA", is effective the 1st day of January, 2000 between CONTINENTAL ENERGY CORPORATION ("CEC") a Canadian, British Columbia corporation, APEX (BENGARA-II) Ltd. ("Apex Bengara") a British Virgin Islands corporation, and GEOPETRO RESOURCES COMPANY ("GeoPetro") a U.S.A., California corporation. All of the aforementioned are parties to this Agreement are hereinafter referred to individually as "Party" and collectively as "Parties" and each Party occupies an address as set forth in Article-33.

DAVID V. CREEL EMPLOYMENT AGREEMENT DATED JUNE 15, 2000
Employment Agreement • October 24th, 2001 • Geopetro Resources Co

This FIRST AMENDMENT TO EMPLOYMENT AGREEMENT (this "Amendment") is made as of this 15th day of June 2000, by and between GeoPetro Resources Company, a California corporation ("Company") and David V. Creel ("Employee").

EMPLOYMENT AGREEMENT
Employment Agreement • October 24th, 2001 • Geopetro Resources Co • California

This Employment Agreement is dated July 28, 1997 and effective as of July 1, 1997 (the "Effective Date"), between GeoPetro Resources Company ("Company") and Stuart Doshi ("Executive").

ORIGINAL AND AMENDED ARTICLES OF INCORPORATION OF GEOPETRO
Geopetro Resources Co • October 24th, 2001
PURCHASE AND SALE AGREEMENT
Escrow Agreement • October 24th, 2001 • Geopetro Resources Co • Texas

This Agreement made and entered into this 29th day of December, 2000, by and between Panther Rodessa, L.P., a Texas limited partnership, whose address is 1021 Main Street, Suite 1290, Houston, TX 77002 ("Panther"); Newstar Energy U.S.A., Inc., an Ohio corporation, whose address is 1905 Abbott Road, East Lansing, MI 48826-1799 ("Newstar"); Frederick R. McCord, Trustee ("McCord"), whose address is Suite 1400, 1021 Main Street, Houston, Texas 77002 ("McCord"), (Panther, Newstar and McCord being collectively referred to herein as "Seller") and Redwood Energy Production, L.P., a Texas Limited Partnership, whose address is One Maritime Plaza, Suite 400, San Francisco, CA 94111 ("Redwood") who will be referred to herein as "Buyer".

EMPLOYMENT AGREEMENT
Employment Agreement • October 24th, 2001 • Geopetro Resources Co • California

THIS EMPLOYMENT AGREEMENT (the "Agreement") is entered into effective as of June 19, 2000, by and between Geo Petro Resources Company, a California corporation located at One Maritime Plaza, Suite 400, San Francisco, California 94111, together with its successors and assigns permitted under this Agreement (hereinafter the "Company") and J. Chris Steinhauser, an individual and resident of the State of California (hereinafter "Employee") located at 26 Moonlight, Irvine, California 92612.

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