Exhibit 10.24


 


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


 

















 


TABLE OF
CONTENTS


 


	
  Article 1 Definitions

  	
  1

  
	
   

  	
   

  	
   

  
	
      Section 1.1.

  	
  Certain Defined Terms

  	
  1

  
	
      Section 1.2.

  	
  References, Gender, Number

  	
  1

  
	
   

  	
   

  	
   

  
	
  Article 2 Purchase And Sale

  	
  1

  
	
   

  	
   

  	
   

  
	
      Section 2.1.

  	
  Purchase and Sale

  	
  1

  
	
      Section 2.2.

  	
  Assumed Liabilities

  	
  1

  
	
   

  	
   

  	
   

  
	
  Article 3 Purchase Price And Payment

  	
  2

  
	
   

  	
   

  	
   

  
	
      Section 3.1.

  	
  Introduction

  	
  2

  
	
      Section 3.2.

  	
  Cash Portion of the Purchase Price

  	
  2

  
	
      Section 3.3.

  	
  Common Stock Portion of the Purchase Price

  	
  2

  
	
      Section 3.4.

  	
  Existing Seller Debt

  	
  3

  
	
      Section 3.5.

  	
  Closing Matters

  	
  3

  
	
      Section 3.6.

  	
  Allocation Statement

  	
  3

  
	
   

  	
   

  	
   

  
	
  Article 4 Representations And Warranties

  	
  3

  
	
   

  	
   

  	
   

  
	
      Section 4.1.

  	
  Representations and Warranties of Seller

  	
  3

  
	
      Section 4.2.

  	
  Representations and Warranties of Buyer and
  GeoPetro

  	
  11

  
	
   

  	
   

  	
   

  
	
  Article 5 Employee Matters

  	
  12

  
	
   

  	
   

  	
   

  
	
      Section 5.1.

  	
  Transferred Employees

  	
  12

  
	
      Section 5.2.

  	
  Employee Plans

  	
  13

  
	
      Section 5.3.

  	
  Retention Bonuses

  	
  13

  
	
   

  	
   

  	
   

  
	
  Article 6 Covenants Of Seller And Buyer

  	
  13

  
	
   

  	
   

  	
   

  
	
      Section 6.1.

  	
  Public Announcements

  	
  13

  
	
      Section 6.2.

  	
  Further Assurances

  	
  13

  
	
      Section 6.3.

  	
  Regulatory Approvals

  	
  13

  
	
      Section 6.4.

  	
  Financial Information

  	
  14

  
	
      Section 6.5.

  	
  Expenses

  	
  14

  
	
      Section 6.6.

  	
  Revenues

  	
  14

  
	
   

  	
   

  	
   

  
	
  Article 7 Closing

  	
  14

  
	
   

  	
   

  	
   

  
	
      Section 7.1.

  	
  Closing

  	
  14

  
	
      Section 7.2.

  	
  Seller’s Closing Deliverables

  	
  14

  
	
      Section 7.3.

  	
  Buyer’s Closing Deliverables

  	
  15

  
	
   

  	
   

  	
   

  
	
  Article 8 Survival

  	
  16

  
	
   

  	
   

  	
   

  
	
  Article 9 Taxes

  	
   

  	
  16

  
	
   

  	
   

  	
   

  
	
      Section 9.1.

  	
  Allocation of Taxes

  	
  16

  
	
      Section 9.2.

  	
  Cooperation

  	
  16

  



 


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  Article 10 Other Provisions

  	
  17

  
	
   

  	
   

  	
   

  
	
      Section 10.1.

  	
  Counterparts

  	
  17

  
	
      Section 10.2.

  	
  Governing Law

  	
  17

  
	
      Section 10.3.

  	
  Alternate Dispute Resolution

  	
  17

  
	
      Section 10.4.

  	
  Entire Agreement

  	
  18

  
	
      Section 10.5.

  	
  Expenses

  	
  18

  
	
      Section 10.6.

  	
  Notices

  	
  18

  
	
      Section 10.7.

  	
  Successors and Assigns

  	
  19

  
	
      Section 10.8.

  	
  Amendments and Waivers

  	
  19

  
	
      Section 10.9.

  	
  Appendices, Schedules and Exhibits

  	
  19

  
	
      Section 10.10.

  	
  Interpretation and Rules of Construction

  	
  19

  
	
      Section 10.11.

  	
  Attorneys’ Fees

  	
  19

  
	
      Section 10.12.

  	
  Severability

  	
  19

  
	
      Section 10.13.

  	
  Time of Essence

  	
  20

  



 


ii

















 


PURCHASE AND SALE AGREEMENT


 


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”).


 


Recital:


 


Seller desires
to sell to Buyer, and Buyer desires to purchase from Seller, that certain gas
treating plant known as the Madisonville Field Gas Treatment Plant and natural
gas gathering system located in Madison County, Texas (collectively, the “Madisonville
Gas Plant”) and all related assets, rights, and interests, as such assets,
rights, and interests are more fully described herein, upon the terms and
subject to the conditions set forth in this Agreement.


 


NOW,
THEREFORE, in consideration of the mutual covenants and agreements in this
Agreement, and for other good and valuable consideration, Seller, Buyer, and
GeoPetro agree as follows:


 


Article 1

Definitions


 


Section 1.1.                                   Certain
Defined Terms. Unless the context otherwise
requires, the terms defined in Appendix A shall, when used herein, have
the meanings therein specified, with each such definition to be equally
applicable both to the singular and the plural forms of the term so defined.


 


Section 1.2.                                   References,
Gender, Number. All references in this
Agreement to an “Article,” “Section,” or “subsection” shall be to an Article, Section or
subsection of this Agreement, unless the context requires otherwise. Unless the
context requires otherwise, the words “this Agreement,” “hereof,”
“hereunder,” “herein,” “hereby,” or words of similar
import shall refer to this Agreement as a whole and not to a particular
Article, Section, subsection, clause, or other subdivision hereof. Whenever the
context requires, the words used herein shall include the masculine, feminine
and neuter gender, and the singular and the plural.


 


Article 2

Purchase And Sale


 


Section 2.1.                                   Purchase
and Sale. On and subject to the terms and
conditions of this Agreement, Seller agrees to sell, transfer, assign, convey,
and deliver to Buyer, free and clear of all Liens, other than Permitted Encumbrances,
and Buyer agrees to purchase or cause to be purchased from Seller, in
consideration of the payment of the Purchase Price by Buyer and GeoPetro, the
Assets.


 


Section 2.2.                                   Assumed
Liabilities. 


 


Subject to the terms and conditions of this Agreement, at Closing,
Buyer will assume and agree to pay, perform and discharge when due all
liabilities or obligations arising from and 


 


1

















 


after the Effective Date, including, without
limitation, assumption of the remaining monthly Facilities Charge payments (as
such term is defined in the Electric Service Contract described in Exhibit
A-6) and the remaining payments due under the Truck Leases described on Exhibit
A-5, in connection with (i) the Assets and (ii) the ownership, operation,
or conduct of the Assets arising from any acts, omissions, events, conditions,
or circumstances that are attributable to the period after the Effective Date
(collectively, the “Assumed Liabilities”).


 


Article 3

Purchase Price And Payment


 


Section 3.1.                                   Introduction.
There are three (3) components which make up
the total Purchase Price for the Assets hereunder (together, the “Purchase
Price”): (i) the cash portion of the Purchase Price which is to be paid by
Buyer at Closing; (ii) the GeoPetro Common Stock which is to be issued by
GeoPetro to the Share Recipients as set forth on Exhibit C-1 attached
hereto at Closing; and (iii) the assumption by Buyer of the Existing Seller
Debt in accordance with the Term Loan Agreement at or contemporaneously with
Closing.


 


Section 3.2.                                   Cash
Portion of the Purchase Price. The cash portion
of the Purchase Price is $1,094,000, reduced in accordance with Section 5.3.
Seller has provided Buyer with a list of the outstanding payables identifying
the payees and the amounts owed to each. Buyer shall pay Seller’s payables by
certified or cashier’s checks to be delivered at Closing, and shall pay to
Seller at Closing the remaining amount of the cash portion of the Purchase
Price (if any) by certified or cashier’s check.


 


Section 3.3.                                   Common
Stock Portion of the Purchase Price. The common
stock portion of the purchase price shall consist of One Million Five Hundred
Thousand (1,500,000) shares of GeoPetro’s common stock (“GeoPetro Common
Stock”), in the aggregate, delivered by eleven (11) share certificates to
the limited partners of Seller listed on Exhibit C-1 attached hereto
(the “Share Recipients”) in the amounts set forth on Exhibit C-1, with
each certificate representing any portion of the GeoPetro Common Stock bearing
the following legend:


 


“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 GEOPETRO RESOURCES
COMPANY (“GEOPETRO”), (B) IN COMPLIANCE WITH RULE 144 OR 144A THEREUNDER, IF
AVAILABLE, AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS, (C)
PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT, OR (D) 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 GEOPETRO
AN OPINION OF COUNSEL OR OTHER EVIDENCE OF EXEMPTION, IN EITHER CASE REASONABLY
SATISFACTORY TO GEOPETRO. HEDGING TRANSACTIONS INVOLVING THESE SECURITIES MAY
NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE SECURITIES ACT.”


 


2

















 


Section 3.4.                                   Existing
Seller Debt. Buyer shall assume and refinance
the Existing Seller Debt in accordance with the Term Loan Agreement.


 


Section 3.5.                                   Closing
Matters. At the Closing, Buyer shall (i)
deliver certified or cashier’s checks in accordance with Section 3.2;
and (ii)  execute and deliver the Term Loan
Agreement and the Loan Documents (as defined therein); and
GeoPetro shall deliver to Seller the share certificates for the GeoPetro Common
Stock described in Section 3.3.


 


Section 3.6.                                   Allocation
Statement. As soon as practicable after the
Closing, Buyer shall deliver to Seller a statement (the “Allocation
Statement”), allocating the Purchase Price among the Assets in accordance
with Section 1060 of the IRC. If within ten (10) days after the delivery of the
Allocation Statement, Seller notifies Buyer in writing that Seller objects to the
allocation set forth in the Allocation Statement, Buyer and Seller shall use
commercially reasonable efforts to resolve such dispute. Buyer and Seller shall
use this allocation for purposes of filing all Tax Returns with respect to, or
related to, the Assets.


 


Article 4

Representations And Warranties


 


Section 4.1.                                   Representations
and Warranties of Seller. Seller represents and
warrants to Buyer and GeoPetro as follows:


 


(a)                                  Organization and Good Standing. Seller is a Colorado limited
partnership, duly formed, validly existing, and in good standing under the laws
of the jurisdiction of its formation. Seller has heretofore delivered to Buyer
true and complete copies of its limited partnership agreement as currently in
effect. Each of the partners of Seller is duly formed, validly existing, and in
good standing under the laws of the jurisdiction of its incorporation or
formation.


 


(b)                                 Qualification of Seller. Seller has the requisite
partnership power and all governmental licenses, authorizations, permits, consents,
and approvals required to carry on the business of owning and operating its
assets, including the Assets, as such business is now being conducted. Seller
is qualified to do business and is in good standing in each jurisdiction where
such qualification is necessary, except for those jurisdictions where failure
to be so qualified would not be material to Seller.


 


(c)                                  Authority. Seller has all requisite power and authority to
execute and deliver this Agreement and the Transaction Agreements and to perform
its obligations hereunder and thereunder. The execution, delivery, and
performance of this Agreement and the Transaction Agreements and the
transactions contemplated hereby and thereby have been duly and validly
authorized by all requisite action on the part of Seller and each of its
partners. Each of the partners of Seller has authorized and approved the
transaction.


 


(d)                                 Enforceability. This Agreement and each of the Transaction
Agreements constitutes a valid and binding obligation of Seller and each of its
partners enforceable against it and them in accordance with its terms, subject
to (i) applicable bankruptcy, insolvency, reorganization, moratorium, and other
similar Laws of general application with respect to creditors, (ii) general
principles of equity, and (iii) the power of a court to deny enforcement of
remedies generally based upon public policy.


 


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(e)                                  No Violation or Breach. Except as shown in Schedule
4.1(e), neither the execution and delivery of this Agreement or the
Transaction Agreements nor the consummation of the transactions and performance
of the terms and conditions contemplated hereby and thereby by Seller shall (i)
conflict with or result in a violation or breach of any provision of the
limited partnership agreement or other governing documents of Seller or any
material agreement, indenture, or other instrument under which Seller is bound,
or (ii) assuming the obtaining of all Required Consents, constitute a
default under or give rise to any right of termination, cancellation or
acceleration of any right or obligation of Buyer or to a loss of any benefit
relating to operation of the Assets to which Seller is entitled under any
provision of any agreement or other instrument binding upon Seller or by which
any of the Assets is or may be bound, (iii) violate any Law applicable to
Seller or the Assets, or (iv) result in the creation or imposition of any Lien
on the Assets.


 


(f)                                    Consents. Except for the consents, filings, or notices
described in Schedule 4.1(f) (“Required Consents”), no consent,
approval or authorization of, or permit from, or filing with, or notification
to, any Person is required for or in connection with the execution and delivery
of this Agreement or any Transaction Agreement by Seller or for or in
connection with the consummation of the transactions and performance of the
terms and conditions contemplated hereby or thereby by Seller.


 


(g)                                 Actions. Except as set forth on Schedule 4.1(g),
there is no Action (or any basis therefor) pending against, or to the knowledge
of Seller, threatened against or affecting, the operation of the Assets or
which in any manner challenges or seeks to prevent, enjoin, alter or materially
delay the transactions contemplated by this Agreement or the Transaction
Agreements.


 


(h)                                 Compliance with Laws. Except as set forth on Schedule
4.1(h), Seller has operated and maintained its business and the Assets in
compliance with all Laws and to the knowledge of Seller is not under
investigation with respect to or has been threatened to be charged with or
given notice of any violation of any Law. Except as set forth on Schedule
4.1(h), Seller has not received written notice of any violation of any
Laws, or to the knowledge of Seller, is under investigation with respect to and
has not been threatened to be charged with any violation of any Law in respect
of its ownership and operation of the Assets.


 


(i)                                     Brokerage Fees and Commissions. Neither Seller, nor any
Affiliate of Seller, has incurred any obligation or entered into any agreement
for any investment banking, brokerage or finder’s fee, or commission in respect
of the transactions contemplated by this Agreement for which Buyer shall incur
any liability.


 


(j)                                     Bankruptcy. There are no bankruptcy, reorganization, or
arrangement proceedings pending against, being contemplated by, or to the
knowledge of Seller, threatened against Seller.


 


(k)                                  Material Contracts.  (i) Except for the
contracts disclosed in Schedule 4.1(k), with respect to the
ownership or operation of the Assets, Seller is not a party to or
bound by:


 


(A)                  any lease
(whether of real or personal property) providing for annual rentals of
$25,000.00 or more;


 


4

















 


(B)                    any agreement
or contract for the gathering, treating, transportation, or sale of natural gas
or other hydrocarbons;


 


(C)                    any agreement
for the purchase or sale by Seller of materials, supplies, goods, services,
equipment or other assets that provides for either (1) expenditures by Seller
of more than $25,000.00 or (2) payments to Seller of $25,000.00 or more;


 


(D)                   any
partnership, joint venture, or other similar agreement or arrangement;


 


(E)                     any agreement
relating to the acquisition or disposition of any business (whether by merger,
sale of stock, sale of assets, or otherwise);


 


(F)                     any agreement
relating to indebtedness for borrowed money or the deferred purchase price of
property (in either case, whether incurred, assumed, guaranteed, or secured by
any asset);


 


(G)                    any option,
license, franchise, or similar agreement;


 


(H)                   any agency,
dealer, sales representative, marketing, or other similar agreement;


 


(I)                        any
agreement that limits the freedom of Seller to compete in any line of business
or with any Person or in any area or to own, operate, sell, transfer, pledge or
otherwise dispose of or encumber any Assets or which would so limit the freedom
of Buyer after the Closing Date;


 


(J)                       any
agreement with or for the benefit of any Affiliate of Seller; or


 


(K)                   any other
agreement, commitment, or arrangement not made in the ordinary course of
business that is material to the operation of the Assets.


 


(ii)                                  Each
contract disclosed in any Schedule or Exhibit to this Agreement or required to
be disclosed by this Section 4.1(k) or any other provision of this
Agreement: (A) is a valid and binding agreement and is in full force and
effect; (B) and neither Seller nor, to the knowledge of Seller, any other party
thereto is in default or breach in any material respect under the terms of any
such contract, and, to the knowledge of Seller, no event or circumstance has
occurred that, with notice or lapse of time or both, would constitute any event
of default thereunder; and (C) the consummation of the transactions
contemplated by this Agreement and the Transaction Agreements and the
performance of the provisions hereof or thereof will not constitute a default
under, or give rise to any right of termination, cancellation, or acceleration
of any right or obligation under, 


 


5

















 


or give rise to any loss of any benefit
under, any such contract. True, correct, and complete copies of each such
contract have been delivered to Buyer.


 


(l)                                     Environmental Matters. Except as set forth in Schedule
4.1(l), (i) Seller has operated the Assets in compliance in all material
respects with all Environmental Laws and Environmental Permits, and to the
knowledge of Seller, the Assets are not under investigation with respect to and
have not been threatened to be charged with or given notice of any violation of
any Environmental Law; (ii) to the knowledge of Seller, no remedial, cleanup,
or other similar corrective obligations, whether with respect to Hazardous
Materials, soil or groundwater contamination, or otherwise, exist as of the
date hereof under Environmental Laws with respect to any of the Assets; (iii)
in connection with or relating to any Asset, no notice, request for
information, order, complaint, or penalty has been received, and there are no
suits, actions, or proceedings pending or, to knowledge of Seller, threatened
by any Governmental Authority or third-party with respect to any matters
relating to or arising out of any Environmental Law or any Hazardous Material;
(iv) to the knowledge of Seller, there are no Environmental Liabilities arising
in connection with or in any way relating to any Asset and there are no facts,
events, conditions, situations, or set of circumstances which could reasonably
be expected to result in or be the basis for any such liability; (v) other than
the Phase I Report, there has been no environmental investigation, study,
audit, test, review, or other analysis conducted in relation to any Asset; (vi)
to the knowledge of Seller, no Hazardous Material has been discharged, disposed
of, dumped, injected, pumped, deposited, spilled, leaked, emitted or released
at, on or under any of the Assets or any other property now or previously
owned, leased, or operated by Seller or its Affiliates in connection with the
Assets in violation of any Environmental Law; and (vii) to the knowledge of
Seller, no expenditure of capital funds in connection with any Asset will be
required to comply with any Environmental Law or in connection with any
Environmental Liability. For purposes of this Section 4.1(l), the term “Seller”
shall include any entity which is, in whole or in part, a predecessor of
Seller.


 


(m)                               Tax Matters. Except as set forth in Schedule 4.1(m),


 


(i)                                     all
Tax Returns required to be filed on or before the Closing Date by Seller with
respect to any Taxes payable in respect of the Assets have been or will be
timely filed with the appropriate Governmental Authority in all jurisdictions
in which such Tax Returns are required to be filed;


 


(ii)                                  the
Tax Returns are or will be true and correct in all respects, and all Taxes due
with respect to such returns (whether or not reported on such returns) have
been or will be paid;


 


(iii)                               there
are no claims, assessments, levies, administrative proceedings, or lawsuits
pending, or to the knowledge of Seller, threatened by any taxing authority with
respect to the Assets;


 


(iv)                              no
audit or investigation of any Tax Return of Seller with respect to the Assets
is currently underway, or to knowledge of Seller, threatened; and


 


6

















 


(v)                                 there
are no Liens on the Assets that arose in connection with any failure (or
alleged failure) to pay any Tax.


 


(n)                                 Employee Matters and Plans.


 


(i)                                     Schedule
4.1(n) sets forth a list showing the names of all of the employees of
Seller and its Affiliates that are assigned to the operation of the Assets (the
“Business Employees”) showing for each employee:  hire date, current job title, current salary
level, and any written employment agreements with any such employee.


 


(ii)                                  None
of the Business Employees is covered by a collective bargaining agreement. Neither
Seller nor any of its Affiliates is currently negotiating or considering
entering into any collective bargaining agreement or other contract or
understanding with a labor union or labor organization relating to any Business
Employees.


 


(iii)                               Schedule
4.1(n) contains a correct and complete list identifying each “employee
benefit plan,” as defined in ERISA, each employment, severance or similar
contract, plan, arrangement or policy and each other plan or arrangement (written
or oral) providing for compensation, bonuses, profit-sharing, stock option or
other stock related rights or other forms of incentive or deferred
compensation, vacation benefits, insurance (including any self-insured
arrangements), health or medical benefits, employee assistance program,
disability or sick leave benefits, workers’ compensation, supplemental
unemployment benefits, severance benefits and post-employment or retirement
benefits (including compensation, pension, health, medical or life insurance
benefits) which is maintained, administered or contributed to by Seller or any
Affiliate and covers any Business Employee or any former employee of Seller, or
with respect to which Seller or any Affiliate has any liability. Copies of such
plans (and, if applicable, related trust or funding agreements or insurance
policies) and all amendments thereto and written interpretations thereof have
been furnished to Buyer. Such plans are referred to collectively herein as the “Employee Plans.”


 


(iv)                              Neither
Buyer nor any of its Affiliates will assume or become responsible for any
liabilities arising out of or under (x) any Employee Plan or (y) relating to
Seller’s employment of any Business Employee or any termination of any such
employment (collectively, “Retained Employee Liabilities”).


 


(v)                                 There
are no obligations, liabilities, breaches, violations or defaults under any
Employee Plan nor any pending, or to the knowledge of Seller, threatened or
anticipated litigation or claims against any Employee Plan (other than routine
claims for benefits) which could subject the Assets, the Seller, the Buyer or
any Affiliate or any of their Employee Plans to any taxes, penalties, or other
liabilities.


 


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(vi)                              Seller
represents and agrees that with respect to the Seller’s 401(k) plan, that, as
of the Closing Date, such Seller 401(k) plan (i) is intended to satisfy the
requirements of Section 401(a) of the Code and (ii) is a prototype plan which
has a favorable determination letter from the Internal Revenue Service
regarding such tax-qualified status.


 


(o)                                 Property Matters.


 


(i)                                     Except
as set forth in Schedule 4.1(o), Seller owns, leases, or otherwise has
the right to use the real property and personal property described on Exhibit
A-1 included in the Assets, free and clear of all Liens, other than
Permitted Encumbrances.


 


(ii)                                  Exhibit
A-1 correctly describes the real property owned by Seller that is part of
the Assets, which shall be conveyed by Seller to Buyer.


 


(iii)                               Exhibit
A-2 correctly describes the leases included in the Assets under which
Seller holds a leasehold interest in real property which shall be assigned by
Seller to Buyer. Except as set forth in Schedule 4.1(o), (A) the leases
disclosed in Exhibit A-2 constitute all of the leases, licenses, and
similar agreements held by Seller relating to real property constituting parts
of the Assets (except for those described in Exhibit A-3); (B) to the
knowledge of Seller, each lease disclosed in Exhibit A-2 is valid and
binding and in full force and effect; (C) Seller is not in breach of or default
under, and to Seller’s Knowledge, no other party to any such lease is in breach
of or default under, in any material respect, any of the provisions of any such
Lease; (D) all rentals and other payments due under such leases have been paid;
and (E) assuming the obtaining of all Required Consents, the consummation of
the transactions contemplated by this Agreement and the Transaction Agreements
and the performance of the provisions hereof or thereof will not constitute a
default under, or give rise to any right of termination, cancellation or
acceleration of any right or obligation under, or give rise to any loss of any
benefit under, any such lease. In addition, the real property and leased
parcels included in the Assets have adequate means of ingress and egress from
and to public roads, and adequate water supply, sewer, drainage, telephone,
gas, electric, fire protection and other utilities and services either directly
or over valid easements or servitudes, to adequately operate, repair, and
maintain the Assets.


 


(iv)                              Exhibit
A-3 correctly describes all rights of way and easements included in the
Assets, which shall be assigned by Seller to Buyer. Except as set forth in Schedule
4.1(o), (A) the rights of way and easements disclosed in Exhibit A-3
constitute all of the easements, servitudes, rights of way, leases, licenses
and similar agreements held by Seller relating to real property constituting
parts of the Assets (except for those described in Exhibit A-2); (B) to
the knowledge of Seller, each right of way or easement disclosed in Exhibit
A-3 is valid and binding and in full force and effect; (C) Seller is not in
breach of or default under, and to Seller’ knowledge, no other party to any
such right of way or easement is in breach of or default under, in any material
respect, any of the provisions of any such right of 


 


8

















 


way or easement; (D) all rentals and other payments
due under such rights of way and easement have been paid; and (E) the
consummation of the transactions contemplated by this Agreement and the
Transaction Agreements and the performance of the provisions hereof or thereof
will not constitute a default under, or give rise to any right of termination,
cancellation or acceleration of any right or obligation under, or give rise to
any loss of any benefit under, any such Right-of-Way.


 


(v)                                 To
Seller’ knowledge, there are no condemnation or similar proceedings pending or
threatened against any of the Assets.


 


(vi)                              Except
as set forth in Schedule 4.1(o), to Seller’ knowledge, no portion of the
Assets encroach in any respect on property of others (other than encroachments
that would not materially impair the ownership or operation of the Assets).


 


(vii)                           Except
as set forth in Schedule 4.1(o), no portion of the Assets are subject to
any preferential purchase rights or purchase options.


 


(p)                                 Permits. Schedule 4.1(p) correctly describes each
license, franchise, permit, certificate, approval, or other similar
authorization, including Environmental Permits, affecting, or relating in any
way to, the Assets that are transferable by Seller (the “Permits”)
together with the name of the Governmental Authority issuing such Permit. Except
as set forth on Schedule 4.1(p), (i) each Permit is valid and in full
force and effect, (ii) Seller is not in default, and no condition exists that
with notice or lapse of time or both would constitute a default, under any
Permits, and (iii) none of the Permits will be terminated or impaired or become
terminable, in whole or in part, as a result of the transactions contemplated
hereby or by the Transaction Agreements. Upon consummation of such
transactions, Buyer will have all of the right, title and interest in the
Permits. Seller’s operator number assigned to it by the Texas Railroad
Commission (the “TRRC”) is not transferable to Buyer. In connection
therewith, Seller has deposited a $25,000 performance bond with the TRRC and
promptly upon Closing will apply to the TRRC for the return of such performance
bond.


 


(q)                                 Intellectual Property.


 


(i)                                     Schedule 4.1(q)
contains a true and complete list of all material intellectual property rights
held for use or used in the conduct of the operation of the Assets. Seller has
obtained all consents required to transfer such intellectual property rights to
Buyer hereunder. The BCCK transfer license fee in the amount of $250,000.00
shall be paid in accordance with that letter by and among BCCK Engineering,
Incorporated, Buyer, and Seller of even date herewith attached hereto as Exhibit
B (the “BCCK Letter”).


 


(ii)                                  The
scheduled intellectual property rights constitute all the intellectual property
rights necessary to, or used or held for use in, the conduct of the operation
of the Assets. The consummation of the transactions contemplated 


 


9

















 


by this Agreement will not alter, encumber,
impair, or extinguish such intellectual property rights.


 


(iii)                               None
of Seller or any of its Affiliates has infringed, misappropriated or otherwise
violated any intellectual property right of any third person.


 


(r)                                    Sufficiency of Assets. The Assets constitute all of the
property (real, personal, and fixtures) and assets used or held for use in the
operation of the Madisonville Gas Plant.


 


(s)                                  Insurance Coverage. Seller has furnished
to Buyer a list of, and true and complete copies of, all insurance policies and
fidelity bonds relating to the ownership or operation of the Assets. There is
no claim by Seller pending under any of such policies or bonds as to which
coverage has been questioned, denied, or disputed by the underwriters of such
policies or bonds or in respect of which such underwriters have reserved their
rights. All premiums payable under all such policies and bonds have been timely
paid and Seller has otherwise complied fully with the terms and conditions of
all such policies and bonds. Such policies of insurance and bonds (or other
policies and bonds providing substantially similar insurance coverage) have
been in effect since June 29, 2008 and remain in full force and effect. Such
policies and bonds are of the type and in amounts customarily carried by
Persons conducting operations similar to the operation of the Assets. Seller
does not know of any threatened termination of any of such policies or bonds. Seller
shall terminate such policies and bonds upon payment of the Purchase Price on
the Effective Date.


 


(t)                                    Regulatory Status. No segment of the
Assets (i) has been acquired through the use or threatened use of the power of
eminent domain, or (ii) is subject to regulation by the Texas Railroad
Commission as to the rates or tariffs that can or must be charged or imposed or
the services that can or must be performed, except as provided in Schedule
4.1(t).


 


(u)                                 Books and Records. The books and records
necessary for the ownership and operation of the Assets are complete and
correct in all material respects and true, correct, and complete copies of such
books and records have been provided to Buyer.


 


(v)                                 Absence of Certain Changes. Since the June 27, 2008, except
as disclosed on Schedule 4.1(v), the operation of the Madisonville Gas
Plant has been conducted by Seller in the ordinary course of business
consistent with past practices and (i) there has been no material damage or
casualty loss affecting operation of the Madisonville Gas Plant and (ii) Seller
has not removed any compressors, materials, equipment, or other facilities from
the Madisonville Gas Plant (that were not replaced with comparable items)
having an individual value in excess of $25,000 or having an aggregate value in
excess of $100,000.


 


(w)                               Investor Representation Letters. Seller shall cause each
Share Recipient of GeoPetro Common Stock to execute and deliver at Closing an
Investor Representation Letter in the form set forth on Exhibit C-2
attached hereto.


 


(x)                                   BCCK Matters. With respect to the Madisonville Gas
Processing, LP NITROGEN REMOVAL PROJECT, NITECH UNIT PURCHASE AND SALE
AGREEMENT # 2405 between Seller and BCCK Engineering, Incorporated dated
November 15, 2005, Seller has 


 


10

















 


made all
payments to BCCK in full and complete satisfaction of the Milestone Payments
under Section 3.1 thereof.


 


Section 4.2.                                   Representations
and Warranties of Buyer and GeoPetro. Buyer and
GeoPetro represent and warrant to Seller as follows:


 


(a)                                  Organization and Qualification. It is a limited liability
company or corporation, as applicable, duly formed, validly existing, and in
good standing under the laws of the State of Texas, in the case of Buyer, and
California, in the case of GeoPetro, and each has the requisite power to carry
on its business as it is now being conducted, is duly qualified and licensed as
may be required, and is in good standing to do business in each jurisdiction in
which it is conducting business. Buyer has heretofore delivered to Seller true
and complete copies of its limited liability company company agreement as
currently in effect.


 


(b)                                 Authority. Each of Buyer and GeoPetro has all requisite
power and authority to execute and deliver this Agreement and to perform its
obligations under this Agreement. The execution, delivery, and performance of
this Agreement and the transactions contemplated hereby have been duly and
validly authorized by all requisite action on the part of Buyer and GeoPetro.


 


(c)                                  Enforceability. This Agreement and each of the Transaction
Agreements to which Buyer or GeoPetro is a signatory constitutes a valid and
binding obligation of such executing party enforceable against such party in
accordance with its terms, subject to (i) applicable bankruptcy, insolvency,
reorganization, moratorium, and other similar Laws of general application with
respect to creditors, (ii) general principles of equity, and (iii) the power of
a court to deny enforcement of remedies generally based upon public policy.


 


(d)                                 No Conflict or Violation. Neither the execution and delivery
of this Agreement or the Transaction Agreements nor the consummation of the
transactions and performance of the terms and conditions contemplated hereby or
thereby by Buyer or GeoPetro (i) conflict with or result in a violation or
breach of, or give rise to a right of termination, cancellation, or
acceleration of any material obligation or to the loss of a material benefit
under, or give rise to a right of purchase under, result in the creation of any
Lien upon any of the properties or assets of Buyer or GeoPetro, or otherwise
result in a material detriment to Buyer or GeoPetro under any provision of the
certificate of formation, regulations, or other similar governing documents of
Buyer or GeoPetro, or any agreement, indenture or other instrument under which
Buyer or GeoPetro is bound or (ii) violate or conflict with any Law applicable
to Buyer or the properties or assets of Buyer or GeoPetro.


 


(e)                                  Consents. No consent, approval, authorization, or permit of,
or filing with, or notification to, any Person is required for or in connection
with the execution and delivery of this Agreement or any Transaction Agreement
by Buyer or GeoPetro or for or in connection with the consummation of the
transactions and performance of the terms and conditions contemplated hereby or
thereby by Buyer or GeoPetro.


 


(f)                                    Actions. There is no Action (or any basis therefor) pending
against Buyer or GeoPetro, or to the knowledge of Buyer and GeoPetro threatened
against Buyer or GeoPetro, which could reasonably expected to have a Material
Adverse Effect on Buyer or GeoPetro, or 


 


11

















 


which in any manner challenges or seeks to
prevent, enjoin, alter, or materially delay the transactions contemplated by
this Agreement or the Transaction Agreements.


 


(g)                                 Brokerage Fees and Commissions. Neither Buyer nor any
Affiliate of Buyer has incurred any obligation or entered into any agreement
for any investment banking, brokerage, or finder’s fee or commission in respect
of the transactions contemplated by this Agreement for which Seller shall incur
any liability.


 


(h)                                 Bankruptcy. There are no bankruptcy, reorganization, or
arrangement proceedings pending against, being contemplated by, or to the
knowledge of Buyer or GeoPetro threatened against, Buyer or GeoPetro.


 


(i)                                     Condition of Assets. Buyer unconditionally agrees and
acknowledges that it has physically inspected the Madisonville Gas Plant and is
fully familiar with the equipment described in Exhibit A-4 and its past
and present condition, application, suitability and fitness for purpose,
performance, defects, and faults, and that the equipment may have contained
flammable, combustible, or other hazardous liquids and/or Hazardous Materials.
Consistent with the foregoing, the Madisonville Gas Plant is sold “AS IS, WHERE
IS” as “used” property and is unconditionally accepted as such by Buyer. This
Agreement is made without any warranty or representation whatsoever (except for
warranty of good and marketable title), express, implied, or statutory,
including without limitation any warranty of merchantability or fitness for a
particular purpose, and Buyer accepts the “used” property “AS IS, WHERE IS” and
“WITH ALL FAULTS.”


 


(j)                                     BCCK Matters. With respect to the Madisonville Gas
Processing, LP NITROGEN REMOVAL PROJECT, NITECH UNIT PURCHASE AND SALE
AGREEMENT # 2405 between Seller and BCCK Engineering, Incorporated dated
November 15, 2005, Buyer shall pay the BCCK transfer license fee in the amount
of $250,000.00 set forth in Section 3.2 thereof in accordance with the
BCCK Letter.


 


Article 5

Employee Matters


 


Section 5.1.                                   Transferred
Employees. Effective as of the Closing, (i)
Seller shall terminate the employment of each Business Employee, and (ii) Buyer
(or one of its Affiliates) may offer to employ any of the Business Employees at
a salary or wage level and other terms as determined by Buyer. At Closing,
Buyer shall provide Seller with the names of those Business Employees who have
accepted such employment offers. Business Employees who accept employment from
Buyer are referred to herein as “Transferred Employees.”


 


12

















 


Section 5.2.                                   Employee
Plans. Transferred Employees shall participate
in employee benefit plans and programs of Buyer and its Affiliates on the same
basis as other similarly situated employees of Buyer and its Affiliates.


 


Section 5.3.                                   Retention
Bonuses. Reference is made to those letters
dealing with employee retention bonuses dated August 20, 2008 from Seller to
those Business Employees who shall become Transferred Employees after the
Effective Date (the “Retention Bonus Letters”). If any Transferred
Employees qualify for retention bonuses pursuant to the Retention Bonus
Letters, then Buyer shall remit to each of such Transferred Employees the
retention bonuses in a timely manner in accordance with the terms of the
Retention Bonus Letters, and Seller shall have no responsibility therefore, and
Buyer shall indemnify and hold Seller harmless against claims by any
Transferred Employees for failure to pay the retention bonus. Accordingly,
Buyer shall withhold $106,500 from the cash portion of the Purchase Price,
which is the maximum aggregate amount that could be payable to the Transferred
Employees in accordance with the Retention Bonus Letters.


 


Article 6

Covenants Of Seller And Buyer


 


Section 6.1.                                   Public
Announcements. After the Closing Date, each
party will provide the other in advance a copy of any initial public
announcement or statement in connection with the transactions contemplated
hereby.


 


Section 6.2.                                   Further
Assurances.


 


(a)                                  Additional Actions. Seller and Buyer each agree that from
time to time after the Closing Date it will execute and deliver, or cause its
respective Affiliates to execute and deliver, such documents, certificates,
instruments and other writings, and take (or cause its respective Affiliates to
take) such other actions, as may be necessary or desirable to carry out the
purposes and intents of this Agreement and to consummate or implement
expeditiously the transactions contemplated by this Agreement and to vest in
Buyer (or Buyer’s Affiliates) good and marketable title to the Assets.


 


(b)                                 Power of Attorney. Seller hereby constitutes and appoints,
effective as of the Effective Date, Buyer and its successors and assigns as the
true and lawful attorney of Seller with full power of substitution in the name
of Buyer, or in the name of Seller but for the benefit of Buyer, subject to Section
6.5 and Section 6.6 of this Agreement, (i) to collect for the
account of Buyer any items of Assets and (ii) to institute and prosecute all
proceedings which Buyer may, in its sole discretion, deem proper to assert or
enforce any right, title or interest in, to or under the Assets, and to defend
or compromise any and all actions, suits or proceedings in respect of the
Assets. Subject to Section 6.5 and Section 6.6 of this Agreement,
Buyer shall be entitled to retain for its own account any amounts collected
pursuant to the foregoing powers, including any amounts payable as interest in
respect thereof.


 


Section 6.3.                                   Regulatory
Approvals. If Buyer or Seller decide that
approval of a Governmental Authority is required to permit Seller or Buyer to
continue to use any Permits with respect to the Assets after Closing, Buyer and
any Seller shall cooperate in filing the required 


 


13

















 


applications and notices with the appropriate
Governmental Authorities seeking authorization to confirm Seller’s continued
right to use such Permits or to transfer or assign such Permits to Buyer (the “Regulatory
Approvals”) as necessary. Each party agrees to use its reasonable best
efforts to obtain the Regulatory Approvals and the parties agree to cooperate
fully with each other and with all Governmental Authorities to obtain the
Regulatory Approvals at the earliest practicable date.


 


Section 6.4.                                   Financial
Information. Seller acknowledges that GeoPetro
will need to furnish certain audited and reviewed financial information,
including the information required by Rule 3-05 and Article XI of Regulation
S-X promulgated by the U.S. Securities and Exchange Commission, in an 8-K
filing not later than 75 days after the date of Closing. Seller shall use its
reasonable commercial efforts to cooperate with Buyer and its independent
auditor to facilitate such audit for the calendar years 2006 and 2007 as well
as a review of the nine month period ended September 30, 2008. To the extent
not already delivered to Buyer, Seller shall make available at Seller’s offices
in Denver, Colorado during normal business hours all pertinent accounting
Records for the periods to be presented.


 


Section 6.5.                                   Expenses.
To the extent that any costs and expenses
attributable to the ownership or operation of the Assets prior to the Effective
Date (that have not already been taken into account in determining the cash
portion Purchase Price) arise after Closing, Seller shall be responsible for
paying all such costs and expenses. Buyer shall be reimbursed by Seller to the
extent Buyer is required to pay any such any costs and expenses. Seller agrees
to reimburse Buyer for all such costs and expenses paid by Buyer within ten
(10) Business Days after receipt from Buyer or Seller, as appropriate, of a
notice of reimbursement accompanied by written evidence of the underlying
payment on account of such costs and expenses.


 


Section 6.6.                                               Revenues.
Subject to Section 9.1(b), any amounts
received by, or other consideration given to, Buyer (or its Affiliates) after
the Closing Date attributable to the Assets for any period prior to the
Effective Date shall be held by Buyer in trust for Seller until promptly paid
to Seller. Likewise, any amounts received by, or other consideration given to,
Seller (or its Affiliates) after the Closing Date attributable to the Assets
for any period after the Effective Date shall be held by the Seller in trust
for Buyer until promptly paid to Buyer.


 


Article 7

Closing


 


Section 7.1.                                   Closing.
The Closing will be conducted on the Closing
Date at 10:00 a.m., Houston time, at the offices of Andrews Kurth LLP at 600
Travis Street, Suite 4200, Houston, Texas, 77002, or at such other time and
place as the parties agree.


 


Section 7.2.                                   Seller’s
Closing Deliverables. At Closing, Seller shall
execute and deliver, or cause to be executed and delivered, to Buyer and/or
GeoPetro the following:


 


(i)                                     this
Agreement;


 


14

















 


(ii)                                  assignment
agreements in substantially the form of Exhibit 7.2(ii), including an
omnibus conveyance for Madison County, Texas, and such other conveyance and
transfer instruments under which the Assets will be assigned and transferred to
Buyer;


 


(iii)                               a
warranty deed in the form of Exhibit 7.2(iii) transferring Seller’s
interest in the real property in Madison County, Texas to Buyer;


 


(iv)                              the
BCCK Letter;


 


(v)                                 a
certificate from a duly authorized officer of the general partner of Seller
confirming that the representations and warranties of Seller in Section 4.1
are true and correct on the Closing Date;


 


(vi)                              a
non-foreign affidavit, as such affidavit is referred to in Section 1445(b)(2)
of the IRC, in form attached hereto as Exhibit 7.2(vi), dated as of the
Closing Date;


 


(vii)                           Seller’s
Legal Opinion;


 


(viii)                        legally-sufficient
releases of all Liens held by any Affiliate(s) of Seller which encumber any of
the Assets;


 


(ix)                                the
Termination Agreement; and


 


(x)                                   an
executed Investor Representation Letter from each Share Recipient in the form
attached as Exhibit C-2 attached hereto.


 


Section 7.3.                                   Buyer’s
Closing Deliverables. At Closing, Buyer or
GeoPetro, as applicable, shall execute and deliver, or cause to be executed and
delivered, to Seller (or its designated Affiliate) the following:


 


(i)                                     this
Agreement;


 


(ii)                                  the
assignment agreements described in Section 7.2(ii) executed by Buyer;


 


(iii)                               the
Term Loan Agreement and the Loan Documents (as defined therein);


 


(iv)                              a
certificate from a duly authorized officer of Buyer confirming that the
representations and warranties of Buyer in Section 4.2 are true and
correct as of the Closing Date;


 


(v)                                 a
certificate from a duly authorized officer of GeoPetro confirming that the
representations and warranties of GeoPetro in Section 4.2 are true and
correct as of the Closing Date;


 


15
















 


(vi)                              share
certificates for the GeoPetro Common Stock;


 


(vii)                           the
BCCK Letter;


 


(viii)                        certified
or cashier’s checks in accordance with Section 3.2;


 


(ix)                                GeoPetro’s
Legal Opinion;


 


(x)                                   Buyer’s
Legal Opinion; and


 


(xi)                                the
Termination Agreement.


 


Article 8

Survival


 


The
representations and warranties of the Seller in Sections 4.1 (a)-(e), 4.1(i).
4.1(m), 4.1(n), 4.1(o)(i), and 4.1(x) shall
survive the Closing of the transactions contemplated hereunder.  All other representations and warranties of
Seller in Section 4.1 shall terminate as of the Closing Date. All
covenants which extend to periods or contemplate actions after the Closing or
the Effective Date, as applicable, shall survive according to their terms.


 


Article 9

Taxes


 


Section 9.1.                                   Allocation
of Taxes.


 


(a)                                  Transfer Taxes. 
Transfer Taxes incurred in connection with the transactions contemplated
by this Agreement shall be borne by Buyer.


 


(b)                                 Property Taxes. 
Property Taxes for the tax period beginning January 1, 2008 and
ending December 31, 2008 (the “2008 Tax Period”) are due and payable on or
before January 31, 2009.  Seller
shall file or cause to be filed all required reports and returns incident to
the Property Taxes for the 2008 Tax Period and shall pay or cause to be paid to
the Tax authorities all Property Taxes relating to the 2008 Tax Period. Any
refund of property taxes for the 2008 Tax Period shall be for the benefit of,
and shall be remitted to, Buyer.


 


(c)                                  Allocation of Other Taxes. 
Except as set forth in Section 9.1(a) and (b),
Seller shall be responsible for all Taxes imposed on or with respect to the
Assets that are attributable to any whole or partial taxable period before the
Closing Date.


 


Section 9.2.                                   Cooperation.  Buyer and
Seller will cooperate with each other and with each other’s respective agents,
including accounting firms and legal counsel, in connection with the
preparation or audit of any Tax Return or report and any Tax claim or
litigation in respect of the Assets that include whole or partial taxable
periods, activities, operations, or events on or prior to the Closing Date,
which cooperation shall include, but not be limited to, making available
employees, if any, or original documents (to the extent available), or either
or both of them, for the purpose of providing testimony and advice (the cost of
which shall be borne by the requesting party). 
In the event of a contest with a Tax authority regarding Taxes relating
to the 


 


16

















 


Assets for which
Seller is wholly responsible hereunder, Seller shall have the right to control
the contest; provided, however that Seller shall not settle any such contest in
a manner that would adversely affect the Assets or Buyer for any tax period
after the Closing Date.  In a contest
with a Tax authority regarding Taxes related to the Assets for which Seller and
Buyer are jointly responsible hereunder, Seller and Buyer shall jointly control
the contest in good faith with each other. 
Reasonable out-of-pocket expenses with respect to such contests shall be
borne by the parties pro-rata in accordance with their responsibility for such
Taxes as set forth in this Agreement.


 


Article 10

Other Provisions


 


Section 10.1.                             Counterparts.  This
Agreement may be executed in one or more counterparts, all of which shall be
considered one and the same agreement, and shall become effective when one or
more counterparts have been signed by each of the parties and delivered to the
other party.


 


Section 10.2.                             Governing
Law.  This Agreement and the respective rights and
obligations of the parties to this transaction shall be governed by,
interpreted, and enforced in accordance with the Laws of the State of Texas.


 


Section 10.3.                             Alternate
Dispute Resolution.


 


(a)                                  Disputes.  The parties
agree that all claims, controversies, and disputes arising out of or relating
to this Agreement, or to the breach, termination, interpretation, or validity
hereof (each a “Dispute”), shall be handled in accordance with this Section 10.3.


 


(b)                                 Notice.  The party
initiating the Dispute shall first give notice of the Dispute to the other
party.  Executives (of each party) having
authority to settle the Dispute shall then meet, negotiate, and endeavor in
good faith to resolve the Dispute.  If
such executives fail to meet or are unable to resolve the Dispute within thirty
(30) days after the notice from the party initiating the Dispute, the parties
shall endeavor in good faith to settle the dispute by mediation under the
Mediation Procedure of the CPR Institute for Dispute Resolution (“CPR”)
in effect on the date of this Agreement.


 


(c)                                  Mediation.  The
parties agree that CPR shall select a mediator in any such Dispute, and such
Person will agree to serve in that capacity and to be available on reasonable
notice.  If the foregoing selected individual
becomes unwilling or unable to serve, CPR shall appoint another mediator.  If neither of these two selected individuals
is able or willing to serve, the parties will agree on a substitute with the
assistance of CPR.  Unless otherwise
agreed in writing, the parties will select a mediator from the CPR Panels of
Distinguished Neutrals.  Seller and Buyer
agree to bear fifty percent (50%) of the mediation costs, including the fees
and expenses of the mediator; provided, however, each Party shall bear and pay
all fees and expenses of its own attorneys, accountants, experts, and
witnesses.


 


(d)                                 Arbitration.  If the
Dispute has not been resolved by mediation within sixty (60) days after the
mediator has commenced such mediation, such Dispute shall be settled by binding
arbitration in accordance with the CPR Rule for Non-Administered
Arbitration in effect on the 


 


17

















 


date of this Agreement by a
sole arbitrator agreed to by the parties. 
If the parties cannot agree upon the arbitrator, such arbitrator shall
be an arbitrator recommended by the CPR Institute for Dispute Resolution from
the CPR Panel of Distinguished Neutrals. 
The arbitration shall be governed by the Federal Arbitration Act, 9
U.S.C. Sections 1-16, to the exclusion of state laws inconsistent therewith,
and judgment upon the award rendered by the arbitrator may be entered by any
court having jurisdiction thereof. 
Except as the parties may otherwise agree, the place of the arbitration
will be Houston, Texas


 


Section 10.4.                             Entire
Agreement.  This Agreement (including the Confidentiality
Agreement), the Transaction Agreements and the Appendices, Schedules, and
Exhibits hereto contain the entire agreement between the parties with respect
to the subject matter hereof and there are no agreements, understandings,
representations, or warranties between the parties other than those set forth
or referred to herein.


 


Section 10.5.                             Expenses.
 Except
as otherwise provided herein, all other costs and expenses incurred by each
party hereto in connection with all things required to be done by it hereunder,
including attorney’s fees, accountant fees and the expense of environmental and
title examination, shall be borne by the party incurring such costs and
expenses.


 


Section 10.6.                             Notices.  All notices
hereunder shall be sufficiently given for all purposes hereunder if in writing
and delivered personally, sent by documented overnight delivery service or, to
the extent receipt is confirmed, by United States Mail, telecopy, telefax, or
other electronic transmission service to the appropriate address or number as
set forth below.  Notices to Seller shall
be addressed as follows:


 


Madisonville Gas
Processing, LP


216 16th Street, Suite 1000


Denver, CO 80202


Attn:  Mr. Robert J. Clark


Telephone  (303) 
626-8288


Facsimile:  (303) 
626-8259


E-mail:  rjclark@bearcubenergy.com


 


or at such
other address and to the attention of such other Person as Seller may designate
by written notice to Buyer.  Notices to
Buyer  and/or GeoPetro shall be addressed to:


 


GeoPetro Resources
Company


One Maritime
Plaza, Suite 700


San Francisco,
CA  94111


Attn:  Mr. Stuart J. Doshi


Telephone  (415) 
398-8186


Facsimile:  (415) 
398-9227


E-mail:
sdoshi@GeoPetro.com


 


or at such
other address and to the attention of such other Person as Buyer or GeoPetro
may designate by written notice to Seller.


 


18

















 


Section 10.7.                             Successors
and Assigns.  This Agreement shall be binding upon and inure
to the benefit of the parties hereto and their successors and assigns.


 


Section 10.8.                             Amendments
and Waivers.  This Agreement may not be modified or amended
except by an instrument or instruments in writing signed by the party against
whom enforcement of any such modification or amendment is sought.  Any party hereto may, only by an instrument
in writing, waive compliance by another party hereto with any term or provision
of this Agreement on the part of such other party hereto to be performed or
complied with.  The waiver by any party
hereto of a breach of any term or provision of this Agreement shall not be
construed as a waiver of any subsequent breach.


 


Section 10.9.                             Appendices,
Schedules and Exhibits.  All Appendices, Schedules, and Exhibits hereto
which are referred to herein are hereby made a part hereof and incorporated
herein by such reference.


 


Section 10.10.                     Interpretation
and Rules of Construction.  This Agreement shall not be construed against
any party, and no consideration shall be given or presumption made, on the
basis of who drafted this Agreement or any particular provision hereof or who
supplied the form of Agreement.  Each
party agrees that this Agreement has been purposefully drawn and correctly
reflects such party’s understanding of the transaction that it contemplates.  In construing this Agreement:


 


(i)                                     examples
shall not be construed to limit, expressly or by implication, the matter they
illustrate;


 


(ii)                                  the
word “includes” and its derivatives means “includes, but is not limited to” and
corresponding derivative expressions;


 


(iii)                               a
defined term has its defined meaning throughout this Agreement and each
Appendix, Exhibit, and Schedule to this Agreement, regardless of whether it
appears before or after the place where it is defined;


 


(iv)                              each
Exhibit and Schedule to this Agreement is a part of this Agreement, but if
there is any conflict or inconsistency between the main body of this Agreement
(including Appendix A which shall be considered part of the main body of
this Agreement) and any Exhibit or Schedule, the provisions of the main
body of this Agreement shall prevail; and


 


(v)                                 the
headings and titles herein are for convenience only and shall have no
significance in the interpretation hereof.


 


Section 10.11.                     Attorneys’
Fees.  The prevailing party in any legal proceeding
brought under or to enforce this Agreement shall be additionally entitled to
recover court costs and reasonable attorneys’ fees from the non-prevailing
party.


 


Section 10.12.                     Severability.  If any term
or other provision of this Agreement is invalid, illegal, or incapable of being
enforced by any rule of law or public policy, all other conditions and
provisions of this Agreement shall nevertheless remain in full force and effect
so long as the 


 


19

















 


economic or legal substance
of the transactions contemplated hereby is not affected in any adverse manner
to any party.  Upon such determination
that any term or other provision is invalid, illegal, or incapable of being
enforced, the parties hereto shall negotiate in good faith to modify this
Agreement so as to effect the original intent of the parties as closely as
possible in an acceptable manner to the end that the transactions contemplated
hereby are fulfilled to the extent possible.


 


Section 10.13.                       Time of
Essence.  Time is of the essence in this Agreement.  If the date specified in this Agreement for
giving any notice or taking any action is not a Business Day (or if the period
during which any notice is required to be given or any action taken expires on
a date which is not a Business Day), then the date for giving such notice or
taking such action (and the expiration date of such period during which notice
is required to be given or action taken) shall be the next day which is a
Business Day.


 


IN WITNESS
WHEREOF, this Agreement has been signed by or on behalf of Seller and Buyer to
be effective as of the Effective Date.


 


	
   

  	
  Seller:

  
	
   

  	
   

  
	
   

  	
  MADISONVILLE GAS
  PROCESSING, LP

  
	
   

  	
   

  
	
   

  	
  By:  Madisonville GP, LLC,

  
	
   

  	
  its General Partner

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Robert J. Clark

  
	
   

  	
   

  	
  Robert J.
  Clark

  
	
   

  	
   

  	
  Manager

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Buyer:

  
	
   

  	
   

  
	
   

  	
  MADISONVILLE
  MIDSTREAM LLC

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Stuart J. Doshi

  
	
   

  	
  Name:

  	
  Stuart J. Doshi

  
	
   

  	
  Title:

  	
  President and CEO

  
								



 


20

















 


	
   

  	
  GeoPetro:

  
	
   

  	
   

  
	
   

  	
  GEOPETRO
  RESOURCES COMPANY

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By: 

  	
  /s/ Stuart J. Doshi

  
	
   

  	
  Name: 

  	
  Stuart J. Doshi

  
	
   

  	
  Title: 

  	
  Chairman, President and

  
	
   

  	
   

  	
  Chief Executive Officer

  
					



 


21

















 


APPENDIX
A


TO


PURCHASE
AND SALE AGREEMENT


 


DEFINITIONS


 


“Action”
means any action, suit, proceeding, investigation, proceeding, condemnation, or
audit by or before any court or other Governmental Authority or any arbitration
proceeding.


 


“Affiliate”
means, as to the Person specified, any Person controlling, controlled by or
under common control with such specified Person. The concept of control,
controlling or controlled as used in the aforesaid context means the
possession, directly or indirectly, of the power to direct or cause the
direction of the management and policies of another, whether through the
ownership of voting securities, by contract or otherwise. No Person shall be
deemed an Affiliate of any Person by reason of the exercise or existence of
rights, interests or remedies under this Agreement.


 


“Agreement”
is defined in the preamble.


 


“Allocation
Statement” is defined in Section 3.6.


 


“Assets”
means:


 


(i)                                     the
real property and other interests in real property (other than those specified
in subclauses (ii) and (iii) below) owned or held by Seller or its
Affiliates in connection with the Madisonville Gas Plant, including but not
limited to the real property owned by Seller in Madison County, Texas and
described in Exhibit A-1;


 


(ii)                                  the
leasehold estates owned or held by Seller or its Affiliates in connection with
the Madisonville Gas Plant, including but not limited to the leasehold estates
and interests of Seller described in Exhibit A-2 and Seller’s
interest in the gas treating facilities located thereon;


 


(iii)                               the
easements, rights of way, servitudes, licenses, permits, other real property
rights and similar instruments owned or held by Seller or its Affiliates in
connection with the Madisonville Gas Plant, including but not limited to the
items described in Exhibit A-3 and the pipeline system and related
facilities located thereon, all as more fully described in Exhibit A-3;


 


(iv)                              all
intellectual property rights listed on Schedule 4.1(u);


 


(v)                                 all
equipment, personal property, fixtures and other improvements held for use or
used by Seller or its Affiliates in connection with the Madisonville Gas Plant,
whether owned or leased, including all pipes, valves, compressors, meters,
machinery, pumps, dehydrators, towers, liquids extractors, storage tanks, 


 


1

















 


storage sheds, pump houses, instrumentation,
and other equipment and facilities described in Exhibit A-4;


 


(vi)                              the
vehicles, motorized equipment, trailers, tractors, dozers, and other similar
items, whether owned or leased, listed in Exhibit A-5;


 


(vii)                           all
rights under all gas gathering, purchase, treating, processing, and other
similar contracts, letter agreements, letters of intent, equipment leases,
software and hardware licenses, commitments, sales and purchase orders, and
other instruments or any amendment to the foregoing, whether written or oral,
to which Seller is a party or to which Seller or any of the Assets is subject,
including the items described on Exhibit A-6 (collectively, the “Contracts”);


 


(viii)                        all
Permits;


 


(ix)                                supplies,
inventory, and other spare parts and materials used or held for use in
connection with the Madisonville Gas Plant;


 


(x)                                   all
existing Records;


 


(xi)                                all
of Seller’s rights, claims, credits, causes of action or rights of set-off
against third parties relating to the Assets;


 


(xii)                             all
goodwill associated with the Assets; and


 


(xiii)                          to the
extent not described in subsections (i) through (xii) above, all of Seller’s
right, title and interest in and to any and all property, real, personal, and
fixtures owned by Seller in Madison County, Texas.


 


“Assumed
Liabilities” is defined in Section 2.2.


 


“BCCK
Letter” is defined in Section 4.1(q)(i).


 


“Business
Day” means any day which is not a Saturday, Sunday, or legal holiday
recognized by the federal government of the United States of America.


 


“Business
Employees” is defined in Section 4.1(n).


 


“Buyer”
is defined in the preamble.


 


“Buyer’s
Legal Opinion” means a legal opinion from counsel to Buyer in the form of Exhibit E
attached hereto.


 


“Closing”
means the consummation of the transaction contemplated by this Agreement.


 


“Closing
Date” means December 31, 2008 .


 


“CPR”
is defined in Section 10.3.


 


2

















 


“Disclosure
Documents” is defined in Section 4.1(aa).


 


“Dispute”
is defined in Section 10.3.


 


“Effective
Date” means 11:59 p.m. Central Standard Time on December 31,
2008.


 


“Employee
Plans” is defined in Section 4.1(n).


 


“Environmental
Laws” means any federal, state, provincial, local and foreign Law relating
to (a) the control of any potential pollutant, chemical or contaminant, or
protection of the air, water, land, or human health and safety, (b) solid,
gaseous or liquid waste generation, handling, treatment, storage, disposal or
transportation, and (c) hazardous, toxic, radioactive, reactive, corrosive
material or ignitable substances or other substances alleged to be harmful
(including, but not limited to, asbestos, asbestos-containing material,
polychlorinated biphenyls and petroleum, its derivatives, by-products and other
hydrocarbons).  “Environmental Laws”
shall include the Clean Air Act, 42 U.S.C. § 7401 et seq., the Resource
Conservation Recovery Act, 42 U.S.C. § 6901 et seq., the Federal Water
Pollution Control Act, 33 U.S.C. § 1251 et seq., the Safe Drinking Water Act,
42 U.S.C. § 300f et seq., and the Comprehensive Environmental Response,
Compensation, and Liability Act, as amended by the Superfund Amendments and
Reauthorization Act, 42 U.S.C. § 9601 et seq., the Emergency Planning and
Community Right to Know Act, 42 U.S.C. §§11001 et seq., and the Federal Insecticide,
Fungicide and Rodenticide Act, 7 U.S.C. §§136 et seq, each as amended and all
related regulations, guidance documents or formal governmental interpretations
thereof.


 


“Environmental
Liabilities” means any and all costs (including, but not limited to,
remediation and monitoring costs), damages, liabilities, settlements, expenses,
penalties, fines, Taxes, prejudgment and post-judgment interest, court costs
and attorneys’ fees incurred or imposed of any kind whatsoever, whether
accrued, contingent, absolute, determined, determinable or otherwise (i) pursuant
to any order, notice of responsibility, directive (including requirements
embodied in Environmental Laws), injunction, fine, penalty, judgment,
regulation or similar act (including settlements) by any Governmental Authority
to the extent arising out of or under Environmental Laws, (ii) pursuant to
any claim, demand, assessment or cause of action by a Governmental Authority or
other third Person for personal injury, property damage, damage to natural
resources, remediation or response costs pursuant to common law or
Environmental Law or related to the use, disposal or release of Hazardous
Materials, or (iii) otherwise relating to liabilities or obligations
arising out of or relating to any Environmental Law or the use, presence,
disposal, or release of any Hazardous Material.


 


“Environmental
Permits” means any and all permits, licenses, franchises, certificates,
approvals and other similar authorizations of Governmental Authorities relating
to or required by Environmental Laws and affecting, or relating in any way to,
the Assets.


 


“ERISA”
means the Employee Retirement Income Security Act of 1974, as amended, and the
regulations promulgated and rulings issued thereunder.


 


“Existing
Seller Debt” means the existing secured financing by the Bank of Oklahoma
to Seller.


 


3
















 


“GeoPetro”
is defined in the preamble.


 


“GeoPetro
Common Stock” is defined in Section 3.3


 


“Governmental
Authority” means (i) the United States of America, (ii) any
state, county, municipality or other governmental subdivision within the United
States of America, and (iii) any court or any governmental department,
commission, board, bureau, agency or other instrumentality of the United States
of America or of any state, county, municipality or other governmental
subdivision within the United States of America.


 


“Hazardous
Material” means any pollutant, contaminant, waste or chemical or any toxic,
radioactive, ignitable, corrosive, reactive or otherwise hazardous substance,
waste or material, or any substance, waste or material having any constituent
elements displaying any of the foregoing characteristics, including, without
limitation, asbestos, asbestos-containing material, polychlorinated biphenyls
and petroleum, its derivatives, by products and other hydrocarbons, and any
substance, waste or material regulated under any Environmental Law.


 


“Investor
Representation Letter” means that letter in the form of Exhibit C-2
attached hereto to be executed by each Share Recipient and delivered at Closing
to GeoPetro.


 


“IRC”
means the Internal Revenue Code of 1986, as amended and in effect from time to
time.


 


“knowledge
of Seller”, “Seller’ knowledge”, or any phrase of similar import
means the knowledge of officers and senior management of Seller, as well as any
other knowledge which any such individuals would have possessed if they had
made reasonable inquiry with respect to the matter in question.


 


“knowledge
of Buyer”, “Buyer’s knowledge”, or any phrase of similar import
means the knowledge of officers and senior management of Buyer, as well as any
other knowledge which any such individuals would have possessed if they had
made reasonable inquiry with respect to the matter in question.


 


“Law”
means any applicable statute, law (including common law), ordinance,
regulation, rule, ruling, order, writ, injunction, decree, treaty, permit or
other official act of or by any Governmental Authority.


 


“Lien”
means, with respect to any property or asset, any mortgage, lien, pledge,
charge, security interest, encumbrance or other adverse claim of any kind in
respect of such property or asset.


 


“Losses”
means all claims, liabilities, losses, causes of action, judgments, demands,
settlements, taxes, fines, penalties, damages, obligations, litigation,
lawsuits, administrative proceedings, administrative investigations, costs, and
expenses, including reasonable attorneys’ consultants’ and experts’ fees, court
costs, and other costs of suit.


 


“Madisonville
Gas Plant” is defined in the recital.


 


4

















 


“Material
Adverse Effect” means any change, event or effect that is or would
reasonably expected to be, individually or in the aggregate, materially adverse
to the business related to, results of operations of or condition (financial or
otherwise) of, or prospects for, the Assets, taken as a whole, excluding any
effect resulting from any change in economic, industry or market conditions
(whether general or regional in nature).


 


“Permits”
is defined in Section 4.1(p).


 


“Permitted
Encumbrances” means any of the following matters:


 


(i)                                     any
(a) undetermined or inchoate liens or charges constituting or securing the
payment of expenses which were incurred incidental to maintenance or operation
of the Assets and (b) materialman’s, mechanics’, repairman’s, employees’,
contractors’, operators’ or other similar liens, security interests or charges
for liquidated amounts arising in the ordinary course of business incidental to
construction, maintenance or operation of the Assets that are not due and
payable and that will be paid in the ordinary course of business;


 


(ii)                                  any
liens for Taxes, assessments or other government charges that are not yet due
and payable;


 


(iii)                               any
easements, rights-of-way, servitudes, permits, licenses, leases and other
rights with respect to operations to the extent such matters do not interfere
in any material respect with Seller’s operation of the portion of the Assets
burdened thereby;


 


(iv)                              rights
reserved to or vested in any Governmental Authority to control or regulate any
of the Assets and all applicable Laws; and


 


(v)                                 Liens
and security instruments with respect to the secured financing from the Bank of
Oklahoma to Buyer under the Term Loan Agreement.


 


“Person”
means any Governmental Authority or any individual, firm, partnership,
corporation, joint venture, trust, unincorporated organization or other entity
or organization.


 


“Phase I
Report” means that Environmental Confirmatory Due Diligence / Assessment of
Madisonville Gas Processing, L.P. dated September 3, 2008 prepared by
Flatrock Engineering and Environmental, Ltd., and the Limited Site
Investigation Madisonville Gas Plant dated August 24, 2005 prepared by
Terracon Consultants, Inc.


 


“Property
Taxes”  means all ad valorem, property
(whether real or personal), and similar Taxes with respect to the Assets.


 


“Purchase
Price” is defined in Section 3.1.


 


“Records”
means any and all of the books, records, contracts, agreements, documents and
files of Seller existing on the Closing Date which are part of the Assets and
all additions thereto 


 


5

















 


after the
Closing Date, including computer records and electronic copies of such
information maintained by Buyer or its Affiliates.


 


“Regulatory
Approvals” is defined in Section 6.3.


 


“Required
Consents” is defined in Section 4.1(f).


 


“Retained
Employee Liabilities” is defined in Section 4.1(n)(iv).


 


“Retention
Bonus Letters” is defined in Section 5.3.


 


“Seller”
is defined in the preamble.


 


“Seller’s
Legal Opinion” means the legal opinion from counsel to Seller in the form
of Exhibit D attached hereto.


 


“Share
Recipients” is defined in Section 3.3.


 


“Tax”
or “Taxes” means all taxes, however, denominated, including any
interest, penalties or other additions to tax that may become payable in
respect thereof, imposed by any federal, territorial, state, local, parish or
foreign government or any agency or political subdivision of any such
government, which taxes shall include, without limiting the generality of the
foregoing, all income or profits taxes (including federal income taxes and
state income taxes), real property gains taxes, payroll and employee
withholding taxes, unemployment insurance taxes, social security taxes, sales
and use taxes, franchise taxes, ad valorem taxes, excise taxes, franchise
taxes, gross receipts taxes, business license taxes, occupation taxes, real and
personal property taxes, environmental taxes, Transfer Taxes, workers’
compensation, and other obligations of the same or of a similar nature to any
of the foregoing.


 


“Tax Return”
means all returns, reports, declarations, statements, bills, schedules, or
written information of or with respect to any Tax which is required to be
supplied to any taxing authority or depository.


 


“Term Loan
Agreement” means that loan agreement of even date herewith by and between
Buyer and Bank of Oklahoma, National Association.


 


“Termination
Agreement” is the instrument set forth on Exhibit F.


 


“Transaction
Agreements” means all certificates, opinions,
conveyances, instruments, and documents executed or to be executed in
connection with this Agreement and any of the transactions contemplated hereby,
including the Term Loan Agreement.


 


“Transfer
Taxes” means all transfer Taxes (excluding Taxes measured by net income),
including sales, use, excise stock, stamp, documentary, filing, recording, permit,
license, authorization and similar Taxes, filing fees and similar charges.


 


“Transferred
Employees” is defined in Section 5.1.


 


6

















 


LIST
OF EXHIBITS AND SCHEDULES


 


Exhibits:


 


	
  Exhibit A-1

  	
  -

  	
  Description
  of Real Property

  
	
  Exhibit A-2

  	
  -

  	
  Description
  of Leases

  
	
  Exhibit A-3

  	
  -

  	
  Description
  of Rights of Way and Pipeline System

  
	
  Exhibit A-4

  	
  -

  	
  Description
  of Gas Plant

  
	
  Exhibit A-5

  	
  -

  	
  Description
  of Vehicles

  
	
  Exhibit A-6

  	
  -

  	
  Description
  of Contracts

  
	
  Exhibit B

  	
  -

  	
  BCCK Letter

  
	
  Exhibit C-1

  	
  -

  	
  Share
  Recipients

  
	
  Exhibit C-2

  	
   

  	
  Investor
  Representation Letter

  
	
  Exhibit D

  	
  -

  	
  Seller’s
  Legal Opinion

  
	
  Exhibit E

  	
  -

  	
  Buyer’s
  Legal Opinion; GeoPetro’s Legal Opinion

  
	
  Exhibit 7.2(ii)

  	
  -

  	
  Assignment
  Agreement

  
	
  Exhibit 7.2(iii)

  	
  -

  	
  Warranty
  Deed

  
	
  Exhibit 7.2(vi)

  	
  -

  	
  Affidavit of
  Non-Foreign Status

  
	
  Exhibit F

  	
   

  	
  Termination
  Agreement

  



 


Schedules:


 


	
  Schedule 4.1(e)

  	
  -

  	
  Violations
  or Breaches

  
	
  Schedule 4.1(f)

  	
  -

  	
  Consents

  
	
  Schedule 4.1(g)

  	
  -

  	
  Pending
  Actions

  
	
  Schedule 4.1(h)

  	
  -

  	
  Compliance
  with Laws

  
	
  Schedule 4.1(k)

  	
  -

  	
  Material
  Contracts

  
	
  Schedule 4.1(l)

  	
  -

  	
  Environmental
  Matters

  
	
  Schedule 4.1(m)

  	
  -

  	
  Tax Matters

  
	
  Schedule 4.1(n)

  	
  -

  	
  Business
  Employees

  
	
  Schedule 4.1(o)

  	
  -

  	
  Title
  Matters

  
	
  Schedule 4.1(p)

  	
  -

  	
  Permits

  
	
  Schedule 4.1(q)

  	
  -

  	
  Intellectual
  Property Matters

  
	
  Schedule 4.1(t)

  	
  -

  	
  Regulatory
  Matters

  
	
  Schedule 4.1(v)

  	
  -

  	
  Absence of
  Changes

  



 


7