Exhibit 10.32


 


PROMISSORY NOTE


 


	
  $

  	
  December         ,
  2008

  



 


1.             FOR
VALUE RECEIVED, the undersigned, GeoPetro Resources Company, a California
corporation (“Maker”), promises to pay to                 ,
(“Payee”), the principal sum of               ($          )
(the “Principal Amount”) together with interest accruing on the unpaid portion
of the Principal Amount from the date hereof until maturity at the annual rate
of         percent (    %),
with such interest payable quarterly in arrears.  This promissory note shall be referred to
herein as the “Note.” The Principal Amount and all accrued and unpaid interest
thereon shall be due and payable on             ,
         (the “Maturity Date”).  The Principal Amount and any accrued and
unpaid interest thereon may be prepaid at any time prior to the Maturity Date
without penalty.


 


2.             In
conjunction herewith, Payee or Payee’s designee, shall receive warrants in the
form attached as an exhibit hereto (the “Warrant Certificate”), to purchase           
shares of no par voting common stock of Maker (“Shares”) at a price of $      
per Share (the “Exercise Price”), with such Exercise Price being subject to
equitable adjustment in the event of a split or reverse split of the Shares
prior to expiration of the warrants.  The
warrants shall be exercisable during the period commencing upon the date hereof
and ending on         ,       
as specifically set forth in the Warrant Certificate.


 


3.             Payee
agrees that all amounts due hereunder, including Principal Amount and any accrued
and unpaid interest thereon, shall be subordinated to any existing or
hereinafter created loan obligations payable by Maker to the Bank of Oklahoma,
National Association.


 


4.             Payee
shall have the right to accelerate this Note and to declare the entire unpaid
Principal Amount and the obligations evidenced hereby immediately due and
payable and to seek and obtain payment of this Note upon the occurrence of any
of the following events of default (the “Events of Default”):  (a) Maker breaches its obligations under
the Warrant Certificate; or (b) Maker fails to fulfill its obligations
under Section 2 of this Note.


 


5.             All
payments hereunder shall be made in lawful currency of the United States of
America at such place as Payee shall designate in writing and shall be payable
by Maker by check or wire transfer.


 


6.             The validity, construction and performance of this Note,
and any action or claim arising out of or relating to this Note, shall be
governed by the laws, without regard to the laws as to choice or conflict of
laws, of the State of California.  The
forum for disputes is San Francisco, California.  Any controversy or claim arising out of or
relating to this Note, 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 rules of, and as determined by an arbitrator
affiliated with, JAMS/Endispute.  The
arbitrator(s) shall be an active member of the California Bar.  In the proceeding, the arbitrator(s) shall
apply California substantive law and the California Evidence Code.  Payee agrees that the arbitrator(s) shall
have no authority to award punitive damages, and Payee has been advised to seek
counsel concerning the possible waiver by Payee of certain rights otherwise
available to the undersigned as a consequence of such agreement.  The arbitrator(s) 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(s) 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(s) may fix as and
for reasonable attorneys’ fees and costs, and the same shall be included in the
award and any judgment.


 

















 


7.             Each
of the terms, provisions and obligations of this Note shall be binding upon, shall
inure to the benefit of, and shall be enforceable by the parties and their
respective legal representatives, successors and permitted assigns.


 


8.             Payee hereby agrees to execute such other documents as
may be reasonably necessary to consummate the transaction proposed herein,
including, but not limited to, regulatory filings which may be required to be
filed in Payee’s state of residence.


 


9.             Any
notice herein required or permitted to be given shall be in writing and may be
personally served or delivered by nationally-recognizable overnight courier or
by facsimile machine confirmed telecopy, and shall be deemed delivered at the
time and date of receipt (which shall include telephone line facsimile
transmission).  The addresses for such
communications shall be:


 


If to Maker:


 


GeoPetro Resources Company

One Maritime Plaza

Suite 700

San Francisco, CA  94111

Attention: Stuart J. Doshi, President and CEO


 


Phone: (415) 398-8186 

Facsimile: (415) 398-9227


 


If
to Payee:


 


Attn:


 


 


 


IN WITNESS WHEREOF, Maker has executed this
Note in favor of Payee is of the date first set forth above.


 


 


MAKER:


 


GeoPetro Resources Company


a California corporation


 


	
  By:

  	
  /s/ Stuart J. Doshi

  	
   

  
	
  Stuart J. Doshi

  	
   

  
	
  President and CEO

  	
   

  



 


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