Exhibit 4.1


 


GEOPETRO RESOURCES COMPANY


150 California Street, Suite 600


San Francisco, California 94111


 


UNIT SUBSCRIPTION AGREEMENT


 


TO:                         GeoPetro Resources
Company, a California corporation (the “Corporation”)


 


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 executed
Accredited Investor Certificate are collectively referred to as the “Subscription Agreement” or the “Agreement”.


 


SUBSCRIPTION AND SUBSCRIBER INFORMATION


 


Please
print all information (other than signatures), as applicable, in the space
provided below


 


	
   

  	
   

  	
  Number
  of Units:

  	
   

  
	
  (Name
  of Subscriber)

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Unit
  Price:    X    $0.48

  	
   

  
	
  Account
  Reference (if applicable):

  	
   

  	
   

  	
   

  	
  =

  
	
   

  	
   

  	
   

  	
  Aggregate
  Subscription Price:

  	
   

  
	
  By:

  	
   

  	
   

  	
  (the “Subscription Price”)

  
	
   

  	
  Authorized
  Signature

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  If the Subscriber is signing as agent for a principal
  (beneficial purchaser) and is not purchasing as trustee or agent for accounts
  fully managed by it, complete the following:  

  
	
   

  
	
  (Official
  Capacity or Title — if the Subscriber is not an individual)

  
	
   

  
	
   

  
	
  (Name
  of individual whose signature appears above if different than the name of the
  Subscriber printed above.) 

  	
   

  	
   

  
	
   

  	
  (Name
  of Principal)

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  (Subscriber’s
  Address, including State)

  	
   

  	
  (Principal’s
  Address)

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  (Telephone
  Number) 

  	
  (Email Address)  

  	
   

  	
   

  
									



 


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   Account
  Registration Information:

  	
   

  	
  Delivery Instructions as set forth below:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  (Name)

  	
   

  	
  (Name)

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (Account
  Reference, if applicable)

  
	
  (Account
  Reference, if applicable)

  	
   

  	
   

  
	
   

  	
   

  	
  (Address)

  	
   

  
	
   

  	
   

  	
   

  
	
  (Address,
  including Zip Code)

  	
   

  	
  (Contact
  Name)

  	
  (Telephone Number)  

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Number
  and kind of securities of the Corporation held, if any:

  	
   

  	
  State
  whether Subscriber is an insider* of the Corporation: 

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Yes  o            
  No  o  

  



 






	
   

  	
   

  	
  *
  The term “insider” means a person who is a director or senior officer (chair,
  vice chair, president, vice president, secretary, treasurer or general
  manager) or holder of more than 10% of the voting rights attached to all
  outstanding voting securities of the Corporation.

  



 


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TYPE OF OWNERSHIP (CHECK ONE)


 




	
  ____

  	
  Individual
  Ownership

  	
   

  	
  ____

  	
  Joint Tenants with Right of Survivorship

  (both parties must sign)

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ____

  	
  Corporation

  	
   

  	
  ____

  	
  Husband and Wife as Community Property

  (Spouse’s signature required)

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ____

  	
  Partnership

  	
   

  	
  ____

  	
  Husband and Wife as Community Property with Right
  of Survivorship

  (Spouse’s signature required)

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ____

  	
  Trust
  or Pension Plan

  	
   

  	
  ____

  	
  Tenants-in-common

  (both parties must sign)

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  ____

  	
  Limited
  Liability Company

  






 


ACCEPTANCE: The Corporation hereby
accepts the subscription as set forth above on the terms and conditions
contained in this Subscription Agreement.


 


GEOPETRO RESOURCES COMPANY,

a California corporation


 


 


	
  By:

  	
   

  	
   

  	
  Date:                                                                 ,
  2010

  
	
  Its:

  	
   

  	
   

  	
   

  



 


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TERMS AND CONDITIONS OF SUBSCRIPTION FOR UNITS


 


1.                                       DEFINITIONS.


 


1.1                                 In this
Agreement, which includes the cover page and all of the appendices, the
following words have the following meanings unless otherwise indicated:


 


(a)                                  “1933 Act”
means Securities Act of 1933, as amended, and the rules and regulations
promulgated thereunder.


 


(b)                                 “Accredited
Investor Certificate” means the accredited investor certificate attached
hereto as Exhibit “A”.


 


(c)                                  “Closing”
means the completion of the issue and sale of the Units to the Subscriber
hereunder upon satisfaction of the conditions under the Unit Subscription
Agreement.


 


(d)                                 “Closing
Date” means the date on which all conditions to the closing under the Unit
Subscription Agreement have been satisfied, but not later than September 30,
2010 (unless a later date is agreed to by the parties to the Unit Subscription
Agreement).


 


(e)                                  “Common
Share” means a share of common stock in the capital of the Corporation.


 


(f)                                    “Corporation”
means GeoPetro Resources Company, a California corporation.


 


(g)                                 “Exchange”
means the NYSE American Stock  Exchange.


 


(h)                                 “Offering”
means this private placement.


 


(i)                                     “Registrable
Securities” means the Common Shares acquired hereby and the Warrant Shares
(if the Warrants are exercised); provided, however, that
Registrable Securities shall not include any Common Shares which have
previously been registered or which have been sold to public either pursuant to
a registration statement or Rule 144, or which have been sold in a private
transaction in which the Subscriber’s rights under this Agreement are not
assigned.


 


(j)                                     “Rule 144”
shall mean Rule 144 as promulgated by the SEC under the 1933 Act, as such Rule
may be amended from time to time, or any similar successor rule that may be
promulgated by the SEC.


 


(k)                                  “SEC”
means the United States Securities and Exchange Commission.


 


(l)                                     “Subscriber”
means the purchaser of Units hereunder.


 


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(m)                               “Units”
means the units of the Corporation offered hereby; each Unit consisting of one
(1) Common Share and a one-half (1/2) Warrant.


 


(n)                                 “Warrants”
means the Common Share purchase warrants of the Corporation comprising part of
the Units acquired hereby.


 


(o)                                 “Warrant
Shares” means the Common Shares underlying the Warrants.


 


1.2                                 All capitalized
terms in this Agreement not defined above have the meanings ascribed to them in
this Agreement.


 


1.3                                 All references
to currency refer to United States dollars.


 


2.                                       PURCHASE AND SALE OF UNITS.


 


2.1                                 The Units will
be registered in the name of the Subscriber.


 


2.2                                 The issue of
the Units will not restrict or prevent the Corporation from obtaining any other
financing, or from issuing additional securities from time to time.


 


2.3                                 Closing will be
completed at the offices of the Corporation, in San Francisco, California, at
5:00 p.m. (Pacific Time), or such other place or time as the Corporation may
designate (the “Closing Time”) on the Closing Date.  If the Closing does not occur on or before
the Closing Date, the subscription proceeds will be returned to the Subscriber
without interest or deduction and the Subscriber will have the right to
withdraw this subscription and to terminate its obligations hereunder.


 


2.4                                 The Corporation
shall have the right to reject this Subscription Agreement if it believes for
any reason that the Subscriber is not an “accredited investor” within the
meaning of Rule 501 of Regulation D promulgated by the Securities and
Exchange Commission as presently in effect, or for any other reason in its sole
and absolute discretion. Acceptance is evidenced only by execution of this
Subscription Agreement by the Corporation in the space provided at the end of
this Subscription Agreement.


 


3.                                       REPRESENTATIONS, WARRANTIES AND ACKNOWLEDGEMENTS OF THE SUBSCRIBER.


 


3.1                                 The Subscriber
represents and warrants, as at the date of this Agreement and at the Closing,
that:


 


(a)                                  the Subscriber
is purchasing the Units for Subscriber’s own account, for long-term investment,
and not with a view to, or for sale in connection with, the distribution
thereof. Subscriber has no present intention of selling, granting any
participation in, or otherwise distributing the Units. The Units will not be
resold without registration under the 1933 Act and qualification under the
securities laws of all applicable states, unless such sale would be exempt
therefrom;


 


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(b)                                 the Subscriber
is an “accredited investor” as that term is defined in Rule 501(a) of
Regulation D promulgated under the 1933 Act;


 


(c)                                  the Subscriber
has received, completed and returned to the Corporation the Accredited Investor
Certificate relating to its general ability to bear the risks of an investment
in the Corporation and its suitability as an investor in a private offering,
and hereby affirms the correctness of its answers in such Accredited Investor
Certificate;


 


(d)                                 the Subscriber
(i) has adequate means of providing for its current needs and possible
personal contingencies, and has no need for liquidity of this investment in the
Corporation; (ii) can bear the economic risk of losing its entire
investment herein; (iii) has such knowledge and experience in financial
and business matters that it is capable of evaluating the relative risks and
merits of this investment; and (iv) has an overall commitment to
investments which are not readily marketable that is not disproportionate to
its net worth and the investment subscribed for herein will not cause such
overall commitment to become excessive;


 


(e)                                  it never has
been represented, guaranteed or warranted to Subscriber by the Corporation, its
agents, or employees or any other person, expressly or by implication, any of
the following:


 


(i)                                     the approximate
or exact length of time that Subscriber will be required to remain as owner of
the Units;


 


(ii)                                  THE PROFIT OR
RETURN, IF ANY, TO BE REALIZED AS A RESULT OF THE CORPORATION’S VENTURE; or


 


(iii)                               that the past
performance or experience on the part of the Corporation or any affiliate, its
agents, or employees or of any other person, will in any way indicate the
predictable results of the ownership of the Units or the overall Corporation
venture;


 


(f)                                    the Subscriber,
if an individual, is at least twenty-one (21) years of age;


 


(g)                                 the Subscriber
has no reason to anticipate any change in Subscriber’s personal circumstances,
financial or otherwise, which may cause or require any sale or distribution by
Subscriber of all or any part of the Units subscribed for herein;


 


(h)                                 the Subscriber
has carefully reviewed the documents regarding the Corporation available on the
SEC EDGAR web site (www.sec.gov), as well as the “Risk Factors,” “Management’s
Discussion and Analysis of Financial Condition and Results of Operation” and “Liquidity
and Capital Resources” discussions contained therein (collectively, the “Disclosure
Documents”), and is fully familiar with and understands the contents
thereof, and has received no other written communication;


 


(i)                                     the Subscriber
confirms that all documents, records and books pertaining to the Corporation
and to the investment requested by the Subscriber have been made available to
the Subscriber and that the Subscriber has been given an opportunity to make


 


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further inquiries of the
Corporation and its representatives in order to verify the accuracy of the
information contained in the Disclosure Documents and has had the opportunity
to review all facts concerning the Corporation which the Subscriber deems
pertinent;


 


(j)                                     the Subscriber,
if a partnership, corporation, trust, or other entity, declares:


 


(i)                                     the person
executing this Subscription Agreement has the necessary power and authority to
do so; and


 


(ii)                                  the Subscriber
was not organized for the specific purpose of acquiring the Units;


 


(k)                                  the exhibits to
this Agreement will be completed truthfully and with reasonable diligence;


 


(l)                                     as to the
source of subscription funds,


 


(i)                                     to the best of
the Subscriber’s knowledge, none of the subscription funds used for the
purchase of the Subscriber’s Units (A) have been or will be derived from or
related to any activity that is deemed criminal under the laws of the United
States or any other jurisdiction, or (B) are being tendered on behalf of a
person or entity who has not been identified to the Subscriber; and


 


(ii)                                  the Subscriber
will promptly notify the Corporation if the Subscriber discovers that any of
the representations in above subparagraph (l)(i) above ceases to be true, and
to provide the Corporation with appropriate information in connection
therewith;


 


(m)                               the Subscriber
understands that the foregoing representations and warranties are to be relied
upon by the Corporation as a basis for exemption of the sale of the Units under
the 1933 Act, under the securities laws of all applicable states, and for other
purposes;


 


(n)                                 the Subscriber
warrants that the information herein provided to the Corporation by the
Subscriber is true and correct as of the date hereof, and the Subscriber agrees
to advise the Corporation, prior to its acceptance of this Subscription, of any
material change in any such information; and


 


(o)                                 the Subscriber
agrees that the representations and warranties of the Subscriber set forth in
this Section 3 shall survive the acceptance of this subscription, in the
event the subscription is accepted.


 


3.2                                 The Subscriber
understands and acknowledges that:


 


(a)                                  no federal or
state agency has made any finding or determination as to the fairness of the
offering of Units for investment or any recommendation or endorsement of the
offering;


 


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(b)                                 the Units have
not been registered under the 1933 Act or qualified under any state securities
laws in reliance on exemptions from registration provided thereunder, and the
Corporation has no obligation or present intention of filing a registration
statement under the 1933 Act in respect of the Units other than as set forth
herein;


 


(c)                                  there are
restrictions on the Subscriber’s ability to resell the Units and it is the
responsibility of the Subscriber to find out what those restrictions are and to
comply with them before selling the securities comprising the Units;


 


(d)                                 the Subscriber
acknowledges and agrees with the Corporation that the Corporation shall refuse
to register any transfer of the Units not made pursuant to registration under
the 1933 Act, or pursuant to an available exemption from registration under the
1933 Act (including Regulation S);


 


(e)                                  the Corporation
may be required to provide applicable securities regulatory authorities with a
list setting forth the identities of the beneficial purchasers of the Units and
the Subscriber acknowledges and agrees that it will provide, on request,
particulars as to the identity of such beneficial purchasers as may be required
by the Corporation in order to comply with the foregoing, provided that this
undertaking shall not require the Subscriber to breach its confidentiality
obligations to any other person;


 


(f)                                    by providing
personal information to the Corporation, the Subscriber and each person for
whom it is contracting hereunder, is consenting to the Corporation’s
collection, use and disclosure of that information for the purposes of the
subscription of Units and the offering in general, for corporate governance
purposes and to contact the Subscriber as an investor. The Subscriber, and each
person for whom it is contracting hereunder, acknowledges that, from time to
time, the Corporation may be required to disclose such personal information
and, by providing such personal information to the Corporation, the Subscriber
and each person for whom it is contracting hereunder, hereby expressly consents
to such disclosure, and the Subscriber and each person for whom it is
contracting agrees and acknowledges that the Corporation may use and disclose
personal information as follows:


 


(i)                                     for internal
use with respect to managing the relationships between and contractual
obligations of the Corporation and the Subscriber and each person for whom it
is contracting;


 


(ii)                                  for use and
disclosure for income tax related purposes, including without limitation, where
required by law, disclosure to the Internal Revenue Service;


 


(iii)                               disclosure to
securities regulatory authorities and other regulatory bodies with jurisdiction
with respect to reports of trades and similar regulatory filings;


 


(iv)                              disclosure to a
governmental or other authority to which the disclosure is required by court
order or subpoena compelling such disclosure and where there is no reasonable
alternative to such disclosure;


 


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(v)                                 disclosure to
professional advisers of the Corporation in connection with the performance of
their professional services;


 


(vi)                              disclosure to
any person where such disclosure is necessary for legitimate business reasons
and is made with the prior written consent of the Subscriber and each person
for whom it is contracting;


 


(vii)                           disclosure to a
court determining the rights of the parties under this Agreement; or


 


(viii)                        for use and
disclosure as otherwise required or permitted by law.


 


(g)                                 during the 20
trading day period prior to the date hereof, the Subscriber has not purchased,
sold, or “sold short” any securities of the Corporation.


 


4.                                       ISSUANCE OF SECURITIES.


 


The
Subscriber agrees to deliver to the Corporation, as soon as possible and, in
any event, not later than 5:00 p.m. (Pacific Standard time) on September 30,
2010; (a) this duly completed and executed Subscription Agreement;
(b) a duly executed Accredited Investor Certificate attached hereto as
Exhibit “A”; (c) such other documents as may be required under
applicable securities laws; and (d) a certified check or bank draft
payable to the Corporation for the aggregate subscription price or payment of
the same amount in such other manner as is acceptable to the Corporation
(including wire transfer directly to the Corporation’s account).


 


5.                                       LEGEND.


 


The
certificates representing the Units will bear a legend denoting the
restrictions on transfer. The Subscriber agrees to sell, assign or transfer the
Units only in accordance with such restrictions.


 


The
legend will be in substantially the following form:


 


“THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN
REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES
ACT”). THESE SECURITIES MAY BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED
ONLY (A) TO THE CORPORATION, (B) OUTSIDE THE UNITED STATES IN
COMPLIANCE WITH RULE 904 OF REGULATION S UNDER THE SECURITIES ACT,
(C) IN COMPLIANCE WITH RULE 144 OR 144A THEREUNDER, IF AVAILABLE, AND
IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS, (D) PURSUANT TO AN
EFFECTIVE REGISTRATION STATEMENT, OR (E) IN A TRANSACTION THAT DOES NOT
REQUIRE REGISTRATION UNDER THE SECURITIES ACT OR ANY APPLICABLE STATE
SECURITIES LAWS, AND THE HOLDER HAS, PRIOR TO SUCH SALE, FURNISHED TO THE
CORPORATION AN OPINION OF COUNSEL OR OTHER


 


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EVIDENCE OF EXEMPTION, IN EITHER CASE REASONABLY
SATISFACTORY TO THE CORPORATION. HEDGING TRANSACTIONS INVOLVING THESE
SECURITIES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE U.S.
SECURITIES ACT.”


 


6.                                       RELIANCE UPON REPRESENTATIONS, WARRANTIES AND COVENANTS.


 


The
Subscriber acknowledges that the representations and warranties and covenants
and acknowledgements contained in this Agreement are made with the intent that
they may be relied upon by the Corporation in determining the Subscriber’s
eligibility to purchase the Units and the Subscriber hereby agrees to indemnify
the Corporation against all losses, claims, costs, expenses and damages or
liabilities which it may suffer or incur caused or arising from its reliance
thereon. The Subscriber further agrees that by accepting the Units the
Subscriber shall be representing and warranting that the foregoing
representations and warranties are true as at the Closing Date with the same force
and effect as if they had been made by the Subscriber on the Closing Date and
that they shall survive the purchase by the Subscriber of the Units and shall
continue in full force and effect notwithstanding any subsequent disposition by
the Subscriber of any of the Units.


 


7.                                      REGISTRATION
RIGHTS


 


7.1                                 Piggyback
Registration.


 


(a)                                  If the
Corporation shall determine to register any of its securities under the 1933
Act for its own account, other than a registration relating solely to employee
benefit plans, or a registration relating to a corporate reorganization or
other transaction on Form S-4 or any successor form, or any registration on any
registration form that does not permit secondary sales, the Corporation will:


 


(i)                                     promptly give
to the Subscriber written notice thereof;


 


(ii)                                  use its
commercially reasonable efforts to include in such registration (and any
related qualification under blue sky laws or other compliance), except as set
forth in Section 7.1(b) below, and in any underwriting involved therein,
all the Registrable Securities specified in a written request or requests, made
by the Subscriber and received by the Corporation within ten (10) days after
the written notice from the Corporation described in clause (i) above (such
written request may specify all or a part of the Subscriber’s Registrable
Securities); and


 


(iii)                               the Corporation
shall have the right to terminate or withdraw any registration initiated by it
under this Section 7.1(a) prior to the effectiveness of such registration
whether or not the Subscriber has elected to include securities in such
registration.  The expenses of such
withdrawn registration shall be borne by the Corporation.


 


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(b)                                 If the
registration of which the Corporation gives notice is for a registered public
offering involving an underwriting, the Corporation shall so advise the
Subscriber as a part of the written notice given pursuant to
Section 7.1(a)(i).  In such event,
the right of the Subscriber to registration pursuant to this
Section 7.1(b) shall be conditioned upon the Subscriber’s participation in
such underwriting and the inclusion of the Subscriber’s Registrable Securities
in the underwriting to the extent provided herein.  The Subscriber shall (together with the
Corporation and the other holders of securities of the Corporation with
registration rights to participate therein distributing their securities
through such underwriting) enter into an underwriting agreement in customary
form with the representative of the underwriter or underwriters selected by the
Corporation.


 


Notwithstanding any other provision of this Section 7.1, if the
representative of the underwriters advises the Corporation in writing that
marketing factors require a limitation on the number of shares to be
underwritten, the representative may (subject to the limitations set forth
below) exclude all Registrable Securities from, or limit the number of
Registrable Securities to be included in, the registration and underwriting.  The Corporation shall so advise all holders
of securities requesting registration, and the number of shares of securities
that are entitled to be included in the registration and underwriting shall be
allocated first to the Corporation for securities being sold for its own
account and thereafter pro rata in accordance with the number of Common Shares
requested to be included in such registration. 
If any person does not agree to the terms of any such underwriting, such
person shall be excluded therefrom by written notice from the Corporation or
the underwriter.  Any Registrable
Securities or other securities excluded or withdrawn from such underwriting
shall be withdrawn from such registration.


 


If shares are so withdrawn from the registration and if the number of
shares of Registrable Securities to be included in such registration was
previously reduced as a result of marketing factors, the Corporation shall then
offer to all persons who have retained the right to include securities in the
registration the right to include additional securities in the registration in
an aggregate amount equal to the number of shares so withdrawn, with such
shares to be allocated pro rata among the persons requesting additional
inclusion.


 


7.2                                 Cooperation and
Indemnification.  The Corporation
agrees to indemnify and hold harmless the Subscriber against any losses,
damages or liabilities to which the Subscriber may become subject under the
1933 Act or otherwise insofar as said losses damages or liabilities (or actions
in respect thereof) relate to the sale of stock by them in connection with such
registration statement, arising from any untrue statement or alleged untrue
statement of material fact or from the omission or the alleged omission therein
of a material fact required to be stated therein or necessary to make the
statements therein not misleading; but such indemnity shall apply only to the
extent that such untrue statement or alleged untrue statement or omission or
alleged omission was not made in reliance upon and in conformity with
information furnished by the Subscriber for use in the preparation
thereof.  The Corporation agrees to
reimburse the Subscriber for any legal or other expenses reasonably incurred in
connection with any such loss, damage or liability.  The Subscriber agrees to cooperate fully with
the Corporation in the preparation and filing of any registration statement
which includes any Registrable Securities owned by the Subscriber.  The


 


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Subscriber will provide at its own expense and in
writing to the Corporation all information and data with respect to itself and
to its plan of distribution as shall be required by the rules and regulations
of the SEC to be included in any such registration statement.  The Subscriber further agrees to indemnify
and hold harmless the Corporation, each of its directors, and each of its
officers who has signed such registration statement (or any amendments thereof)
and each person, if any, who controls the Corporation, within the meaning of
the 1933 Act, against any losses, damages or liabilities to which the
Corporation, or any such director, officer or controlling person of the
Corporation may become subject under the 1933 Act or otherwise, insofar as said
losses, damages or liabilities (or actions in respect thereof) arise out of or
are based upon any untrue statement or alleged untrue statement of any material
fact contained in the registration statement (or any amendment thereof) or
arise out of or are based upon the omission or the alleged omission to state
therein a material fact required to be stated therein or necessary to make the
statements therein not misleading; such indemnity shall apply only to the
extent that such untrue statement or alleged untrue statement or omission or
alleged omission was made in reliance upon and in conformity with information
furnished by the Subscriber for use in the preparation thereof.  The Subscriber agrees to reimburse the
Corporation and any such director, officer or controlling person for any legal
or other expenses reasonably incurred in connection with any such loss, damage
or liability.


 


7.3                                 Lock-Up.  The Subscriber agrees that if so requested by
an underwriter in connection with any public offering of securities by the
Corporation, the Subscriber shall not sell, or make any short sale of, the
Corporation’s securities without the prior written consent of the underwriter
for a period of 180 days following the effective date of such registration
statement.


 


7.4                                 Termination of
Registration Rights.  The right
of the Subscriber to request inclusion in any registration pursuant to
Section 7.1 shall terminate, as to any specific Registrable Security, on
the earlier of (i) such date as the Registrable Security may immediately be
sold under Rule 144, and (ii) two years after the Closing Date.


 


8.                                       MISCELLANEOUS.


 


8.1                                 The Subscriber
hereby authorizes the Corporation to correct any minor errors in, or complete
any minor information missing from any of the Exhibits returned herewith.


 


8.2                                 The Corporation
shall be entitled to rely on delivery by facsimile machine of an executed copy
of this subscription, and acceptance by the Corporation of such facsimile copy
shall be equally effective to create a valid and binding agreement between the
Subscriber and the Corporation in accordance with the terms hereof.


 


8.3                                 This Agreement
is not assignable or transferable by the parties hereto without the express
written consent of the other party hereto, which such other party may withhold
in its sole and absolute discretion.


 


8.4                                 Time is of the
essence of this Agreement.


 


8.5                                 Except as
expressly provided in this Agreement and in the agreements, instruments and
other documents contemplated or provided for herein, this Agreement contains


 


12

















 


the entire agreement between the parties with
respect to the Units and there are no other terms, conditions, representations
or warranties whether expressed, implied, oral or written, by statute, by
common law, by the Corporation or by anyone else.


 


8.6                                 The parties to
this Agreement may amend this Agreement only in writing.


 


8.7                                 This Agreement
inures to the benefit of and is binding upon the parties to this Agreement and
their successors and permitted assigns.


 


8.8                                 A party to this
Agreement will give all notices to or other written communications with the
other party to this Agreement concerning this Agreement by hand or by
registered mail addressed to the address given above.


 


8.9                                 This Agreement
will be governed by and construed in accordance with the laws of the State of
California.  Any controversy or claim
arising out of or relating to this Agreement, or breach thereof, including
without limitation claims against either party, its affiliates, employees,
professionals, officers or directors, shall be settled by binding arbitration
in San Francisco, California, in accordance with the Commercial Rules of the
American Arbitration Association.  The
arbitrator shall be an active member of the California Bar.  In the proceeding, the arbitrator shall apply
California substantive law and the California Evidence Code, and the arbitrator’s
authority in awarding damages shall be interpreted under California law.  The undersigned agrees that the arbitrator
shall have no authority to award punitive damages, and the undersigned has been
advised to seek counsel concerning the possible waiver by the undersigned of
certain rights otherwise available to the undersigned as a consequence of such
agreement.  The arbitrator shall prepare
an award in writing, which shall include factual findings and any legal
conclusions on which the decision is based. 
Judgment upon any award rendered by the arbitrator may be entered in any
court having jurisdiction thereof.  In
any such proceeding, the prevailing party shall be entitled, in addition to any
other relief awarded or adjudged, such sum as the arbitrator may fix as and for
reasonable attorneys’ fees and costs, and the same shall be included in the
award and any judgment.


 


8.10                           This Agreement,
including without limitation the representations, warranties and covenants
contained herein and in each Accredited Investor Certificate, shall survive and
continue in full force and effect and be binding upon the Corporation and the
Subscriber, notwithstanding the completion of the purchase of the Units by the
Subscriber pursuant hereto, the completion of the Offering and any subsequent
disposition by the Subscriber of the Common Shares, Warrants or Warrant Shares.


 


13
















 


EXHIBIT “A”


 


ACCREDITED INVESTOR CERTIFICATE


 


The
undersigned (“Subscriber”), in connection with the acquisition of units
(“Units”) of GeoPetro Resources Company (the “Corporation”)
pursuant to that certain subscription agreement (the “Agreement”),
hereby makes the following representations and warranties:


 


Subscriber
understands that the Corporation is relying on this information in determining
to offer Units to the undersigned in a manner exempt from the registration
requirements of the Securities Act of 1933, as amended (the “1933 Act”),
and applicable state securities laws. 
Terms that are not defined in this certificate have the meanings set
forth in the Agreement.


 


1.                                       Accredited Investor.


 


Subscriber
represents and warrants that he, she or it falls within the category (or
categories) marked. PLEASE INDICATE EACH
CATEGORY OF ACCREDITED INVESTOR THAT YOU, THE SUBSCRIBER, SATISFY, BY PLACING YOUR
INITIALS ON THE APPROPRIATE LINE BELOW.


 


	
  _____

  	
  Category
  1.

  	
   

  	
  A
  bank, as defined in Section 3(a)(2) of the 1933 Act, whether acting
  in its individual or fiduciary capacity; or

  
	
   

  	
   

  	
   

  	
   

  
	
  _____

  	
  Category
  2.

  	
   

  	
  A
  savings and loan association or other institution as defined in
  Section 3(a) (5) (A) of the 1933 Act, whether acting in
  its individual or fiduciary capacity; or

  
	
   

  	
   

  	
   

  	
   

  
	
  _____

  	
  Category
  3.

  	
   

  	
  A
  broker or dealer registered pursuant to Section 15 of the Securities
  Exchange Act of 1934; or

  
	
   

  	
   

  	
   

  	
   

  
	
  _____

  	
  Category
  4.

  	
   

  	
  An
  insurance company as defined in Section 2(13) of the 1933 Act; or

  
	
   

  	
   

  	
   

  	
   

  
	
  _____

  	
  Category
  5.

  	
   

  	
  An
  investment company registered under the Investment Company Act of 1940; or

  
	
   

  	
   

  	
   

  	
   

  
	
  _____

  	
  Category
  6.

  	
   

  	
  A
  business development company as defined in Section 2(a) (48) of the
  Investment Company Act of 1940; or

  
	
   

  	
   

  	
   

  	
   

  
	
  _____

  	
  Category
  7.

  	
   

  	
  A
  small business investment company licensed by the U.S. Small Business
  Administration under Section 301(c) or (d) of the Small
  Business Investment Act of 1958; or

  
	
   

  	
   

  	
   

  	
   

  
	
  _____

  	
  Category
  8.

  	
   

  	
  A
  plan established and maintained by a state, its political subdivision or any
  agency or instrumentality of a state or its political subdivisions, for the
  benefit of its employees, with assets in excess of $5,000,000; or

  



 

















 


	
  _____

  	
  Category
  9.

  	
   

  	
  An
  employee benefit plan within the meaning of the Employee Retirement Income
  Security Act of 1974 in which the investment decision is made by a plan
  fiduciary, as defined in Section 3(21) of such Act, which is either a
  bank, savings and loan association, insurance company or registered
  investment advisor, or an employee benefit plan with total assets in excess
  of $5,000,000 or, if a self-directed plan, the investment decisions are made
  solely by persons who are accredited investors; or

  
	
   

  	
   

  	
   

  	
   

  
	
  _____

  	
  Category
  10.

  	
   

  	
  A
  private business development company as defined in
  Section 202(a) (22) or the Investment Advisors Act of 1940; or

  
	
   

  	
   

  	
   

  	
   

  
	
  _____

  	
  Category
  11.

  	
   

  	
  An
  organization described in Section 501(c)(3) of the Internal Revenue
  Code, a corporation, a Massachusetts or similar business trust, or a
  partnership, not formed for the specific purpose of acquiring the Units, with
  total assets in excess of $5,000,000; or

  
	
   

  	
   

  	
   

  	
   

  
	
  _____

  	
  Category
  12.

  	
   

  	
  A
  director, executive officer or general partner of the Corporation; or

  
	
   

  	
   

  	
   

  	
   

  
	
  _____

  	
  Category
  13.

  	
   

  	
  A
  natural person whose individual net worth, or joint net worth with that
  person’s spouse, at the time of this purchase exceeds $1,000,000, excluding
  the value of his or her personal residence; or

  
	
   

  	
   

  	
   

  	
   

  
	
  _____

  	
  Category
  14.

  	
   

  	
  A
  natural person who had an individual income in excess of $200,000 in each of
  the two most recent years or joint income with that person’s spouse in excess
  of $300,000 in each of those years and has a reasonable expectation of
  reaching the same income level in the current year; or

  
	
   

  	
   

  	
   

  	
   

  
	
  _____

  	
  Category
  15.

  	
   

  	
  A
  trust, with total assets in excess of $5,000,000, not formed for the specific
  purpose of acquiring the Units, whose purchase is directed by a sophisticated
  person as described in SEC Rule 506(b)(2)(ii); or

  
	
   

  	
   

  	
   

  	
   

  
	
  _____

  	
  Category
  16.

  	
   

  	
  An
  entity in which all of the equity owners are accredited investors.

  



 


2.                                       Purchasing Entirely for Own Account.


 


Subscriber
represents and warrants that he, she or it is purchasing the Units solely for
Subscriber’s own account for investment and not with a view to or for sale or
distribution of the Units or any portion thereof and without any present
intention of selling, offering to sell or otherwise disposing of or
distributing the Units or any portion thereof in any transaction other than a
transaction complying with the registration requirements of the 1933 Act, and
applicable state securities or “blue sky” laws, or pursuant to an exemption
therefrom. Subscriber also represents that the entire legal and beneficial
interest of the Units is being purchased for, and will be held for, Subscriber’s
account only, and neither in whole nor in part for any other person or entity.


 

















 


3.                                       Economic Risk and Suitability.


 


Subscriber
represents and warrants as follows:


 


(a)           Subscriber realizes that Subscriber’s
purchase of the Units involves a high degree of risk and will be a highly
speculative investment, and that he, she or it is able, without impairing
Subscriber’s financial condition, to hold the Units for an indefinite period of
time.


 


(b)           Subscriber alone, or with the
assistance of professional advisors, has such knowledge and experience in
financial and business matters that the undersigned is capable of evaluating
the merits and risks of Subscriber’s purchase of the Units, or has a
pre-existing personal or business relationship with the Corporation or any of
its officers, directors, or controlling persons, of a duration and nature that
enables the undersigned to be aware of the character, business acumen and
general business and financial circumstances of the Corporation or such other
person.


 


(c)           If Subscriber is a partnership,
trust, corporation or other entity, its principal place of business and
principal office are located within the state set forth in its address below.


 


(d)           Subscriber has relied solely upon the
documents and materials submitted therewith, advice of his or her
representatives, if any, and independent investigations made by Subscriber
and/or his or her Subscriber representatives, if any, in making the decision to
purchase the Units subscribed for herein and acknowledges that no
representations or agreements other than those set forth in the Disclosure
Documents have been made to the Subscriber in respect thereto.


 


(e)           Subscriber confirms that Subscriber
has received no general solicitation or general advertisement and has attended
no seminar or meeting (whose attendees have been invited by any general
solicitation or general advertisement) and has received no advertisement in any
newspaper, magazine, or similar media, broadcast on television or radio
regarding the offering of the Units.


 


4.                                       Restricted Securities.


 


Subscriber
acknowledges that the Corporation has hereby disclosed to Subscriber in
writing:


 


(a)           The Units have not been registered
under the 1933 Act, or the securities laws of any state of the United States,
and such securities must be held indefinitely unless a transfer of them is
subsequently registered under the 1933 Act or an exemption from such
registration is available; and


 


(b)           The Corporation will make a notation
in its records of the above-described restrictions on transfer.


 

















 


IN WITNESS WHEREOF, Subscriber has executed
this Certificate as of
                        ,
2010.


 


 


	
  SUBSCRIBER:

  	
   

  
	
   

  	
  (Signature
  and Office, if applicable)

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  (Signature
  of spouse, if applicable)

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  (Print
  Name)

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  (Address)

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  (City/State/Zip
  Code)

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  (Area
  Code/Telephone Number)