Exhibit 4.1


 


Form of Common Stock
Purchase Warrant Issued to Purchasers of Promissory Notes


 


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


 


WARRANT TO PURCHASE COMMON STOCK


of


GeoPetro Resources Company


 


(void after                             )


 


1.                                       Number of Shares Subject to Warrant. 
FOR VALUE RECEIVED, on and after the Commencement Date (as defined
below), and subject to the terms and conditions herein set forth, Holder (as
defined below) is entitled to purchase from GeoPetro Resources Company, a
California corporation (the “Company”), at any time before 5:00 p.m.
California time on                                 
(“Termination Date”), at a price per share equal to the Warrant Price
(as defined below), the Warrant Stock (as defined below) upon exercise of this
Warrant as set forth herein.


 


2.                                       Definitions. 
As used in this Warrant, the following terms shall have the definitions
ascribed to them below:


 


(a)                                  “Commencement
Date” shall mean                                             .


 


(b)                                 “Holder”
shall mean                                                                                   ,
or any person or entity to whom it has assigned its rights hereunder pursuant
to the terms hereof and in whose name this Warrant shall be registered upon the
books to be maintained by the Company for that purpose.


 


(c)                                  “Warrant
Price” shall be equal to $              
per share, subject to adjustments as described in Section 3 below.


 


(d)                                 “Warrant
Stock” shall mean                     
shares of no par voting common stock of the Company (“Common Stock”) subject to
adjustment as described in Section 3 below.


 


3.                                       Adjustments and Notices. 
The Warrant Stock and the Warrant Price shall be subject to adjustment
from time to time in accordance with the following provisions:


 


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(a)                                  Subdivision,
Stock Dividends or Combinations.  In
case the Company shall at any time subdivide the outstanding shares of the
Common Stock or shall issue a stock dividend with respect to the Common Stock,
the Warrant Price in effect immediately prior to such subdivision or the
issuance of such dividend shall be proportionately decreased (and the number of
shares of Warrant Stock proportionately increased), and in case the Company
shall at any time combine the outstanding shares of the Common Stock, the
Warrant Price in effect immediately prior to such combination shall be
proportionately increased (and the number of shares of Warrant Stock shall be
proportionately decreased), effective at the close of business on the date of
such subdivision, dividend or combination, as the case may be.


 


(b)                                 Reclassification,
Exchange, Substitution, In-Kind Distribution.  Upon any reclassification, exchange,
substitution, or other event that results in a change of the number and/or
class of the Common Stock issuable upon exercise or conversion of this Warrant
or upon the payment of a dividend in Common Stock or property other than Common
Stock, the Holder shall be entitled to receive, upon exercise or conversion of
this Warrant, the number and kind of Common Stock and property that Holder
would have received for the Warrant Stock if this Warrant had been exercised
immediately before the record date for such reclassification, exchange,
substitution, or other event or immediately prior to the record date for such
dividend.  The Company or its successor
shall promptly issue to Holder a new Warrant for such new Common Stock or other
property.  The new Warrant shall provide
for adjustments which shall be as nearly equivalent as may be practicable to
the adjustments provided for in this Section 3 including, without
limitation, adjustments to the Warrant Price and to the number of Common Stock
or property issuable upon exercise of the new Warrant.  The provisions of this Section 3(b) shall
similarly apply to successive reclassifications, exchanges, substitutions, or
other events and successive dividends.


 


(c)                                  No
Impairment.  The Company shall not,
by amendment of its Articles of Incorporation or through a reorganization, transfer
of assets, consolidation, merger, dissolution, issue, or sale of Common Stock
or any other voluntary action, avoid or seek to avoid the observance or
performance of any of the terms to be observed or performed under this Warrant
by the Company, but shall at all times in good faith assist in carrying out of
all the provisions of this Section 3 and in taking all such action as may
be necessary or appropriate to protect the Holder’s rights under this Section 3
against impairment.  If the Company takes
any action affecting the Common Stock other than as described above that
adversely affects Holder’s rights under this Warrant, the Warrant Price shall
be adjusted downward by an amount that shall compensate Holder as nearly as may
be practicable for any such adverse effect.


 


(d)                                 Notice.  Upon any adjustment of the Warrant Price and
any increase or decrease in the number of shares of the Common Stock
purchasable upon the exercise or conversion of this Warrant, then, and in each
such case, the Company, as promptly as practicable thereafter, shall give
written notice thereof to the Holder of this Warrant at the address of such
Holder as shown on the books of the Company which notice shall state the
Warrant Price as adjusted and the increased or decreased number of shares
purchasable upon the exercise or conversion of this Warrant, setting forth in
reasonable detail the method of calculation of each.


 


(e)                                  Fractional
Shares.  No fractional shares shall
be issuable upon exercise or conversion of the Warrant and the number of shares
to be issued shall be rounded down to the 


 


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nearest whole
share.  If a fractional share interest
arises upon any exercise or conversion of the Warrant, the Company shall
eliminate such fractional share interest by paying the Holder an amount
computed by multiplying the fractional interest by the fair market value of a
full share.


 


4.                                       Stockholder Rights. 
This Warrant, by itself, as distinguished from any shares of Warrant
Stock obtained hereunder, shall not entitle its Holder to any of the rights of
a stockholder of the Company.


 


5.                                       Reservation of Stock. 
On and after the Commencement Date, the Company will reserve from its
authorized and unissued Common Stock a sufficient number of shares to provide
for the issuance of Warrant Stock upon the exercise or conversion of this
Warrant.  Issuance of this Warrant shall
constitute full authority to the Company’s officers who are charged with the
duty of executing stock certificates to execute and issue the necessary
certificates for shares of Warrant Stock issuable upon the exercise or
conversion of this Warrant. The Warrant Stock issuable upon exercise of the
Holder’s rights hereunder, when issued in accordance with the provisions of
this Warrant, will be validly issued, fully paid and non-assessable, and will
be free of any taxes, liens, charges or encumbrances of any nature whatsoever,
provided, however, that the Warrant Stock issuable pursuant to this Warrant may
be subject to restrictions on transfer under applicable state and/or federal
securities laws.


 


6.                                       Exercise of Warrant. 
This Warrant may be exercised in whole or part by the Holder, at any
time after the Commencement Date and prior to the Termination Date, by the
surrender of this Warrant, together with the Notice of Exercise and Investment
Representation Statement in the forms attached hereto as Attachments 1
and 2, respectively, duly completed and executed at the principal office of
the Company, specifying the portion of the Warrant to be exercised and
accompanied by payment in full of the Warrant Price in cash or by check with
respect to the shares of Warrant Stock being purchased.  This Warrant shall be deemed to have been
exercised immediately prior to the close of business on the date of its
surrender for exercise as provided above, and the person entitled to receive
the shares of Warrant Stock issuable upon such exercise shall be treated for
all purposes as Holder of such shares of record as of the close of business on
such date.  As promptly as practicable
after such date, the Company shall issue and deliver to the person or persons
entitled to receive the same a certificate or certificates for the number of
full shares of Warrant Stock issuable upon such exercise.  If the Warrant shall be exercised for less
than the total number of shares of Warrant Stock then issuable upon exercise,
promptly after surrender of the Warrant upon such exercise, the Company will
execute and deliver a new Warrant, dated the date hereof, evidencing the right
of the Holder to the balance of the Warrant Stock purchasable hereunder upon
the same terms and conditions set forth herein. 
The Company may require documentation from the Holder to establish the
accuracy of the representations and warranties contained in Attachments 1
and 2.


 


7.                                       Representations and Warranties of the
Holder.  In connection with the transactions provided
for herein, the Holder hereby represents and warrants to the Company that:


 


(a)                                  Authorization.  The Holder represents that it has full power
and authority to enter into this Warrant. 
This Warrant constitutes the Holder’s valid and legally binding
obligation, enforceable in accordance with its terms, except as may be limited
by (i) applicable bankruptcy, insolvency, reorganization, or similar laws
relating to or affecting the enforcement of 


 


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creditors’ rights
and (ii) laws relating to the availability of specific performance,
injunctive relief or other equitable remedies.


 


(b)                                 Purchase
Entirely for Own Account.  The Holder
acknowledges that this Warrant is entered into by the Holder in reliance upon
such Holder’s representation to the Company that the Warrant and Warrant Stock
(collectively, the “Securities”) will be acquired for investment for the Holder’s
own account, not as a nominee or agent, and not with a view to the resale or
distribution of any part thereof, and that the Holder has no present intention
of selling, granting any participation in or otherwise distributing the same.  By acknowledging this Warrant, the Holder
further represents that the Holder does not have any contract, undertaking,
agreement, or arrangement with any person to sell, transfer or grant
participations to such person or to any third person, with respect to the
Securities.


 


(c)                                  Disclosure
of Information.  The Holder
acknowledges that it has received all the information it considers necessary or
appropriate for deciding whether to acquire the Securities.


 


(d)                                 Investment
Experience.  The Holder is an
investor in securities of companies in a stage similar to that of the Company
and acknowledges that it is able to fend for itself, can bear the economic risk
of its investment, and has such knowledge and experience in financial or
business matters that it is capable of evaluating the merits and risks of the
investment in the Securities.  If other
than an individual, the Holder also represents it has not been organized solely
for the purpose of acquiring the Securities.


 


(e)                                  Accredited
Investor.  The Holder is an “accredited
investor” within the meaning of Rule 501 of Regulation D, as presently in
effect, as promulgated by the Securities and Exchange Commission (the “SEC”)
under the U.S. Securities Act of 1933 (the “Act”) as it is a corporation,
partnership or limited liability company not formed for the specific purposing
of acquiring the Warrant with total assets in excess of $5,000,000.


 


(f)                                    Restricted
Securities.  The Holder understands
that the Securities are characterized as “restricted securities” under the
federal securities laws inasmuch as they are being acquired from the Company in
a transaction not involving a public offering and that under such laws and
applicable regulations such securities may be resold without registration under
the Act, only in certain limited circumstances. 
In this connection, the Holder represents that it is familiar with Rule 144,
as presently in effect, as promulgated by the Securities and Exchange
Commission under the Act (“Rule 144”), and understands the resale
limitations imposed thereby and by the Act.


 


8.                                       Transfer of Warrant. 
This Warrant may be transferred or assigned by the Holder hereof in
whole or in part, provided that the transferor complies with applicable federal
and state securities laws and provides, at the Company’s request, an opinion of
counsel reasonably satisfactory to the Company that such transfer does not
require registration under the Act and the securities law applicable with
respect to any other applicable jurisdiction and an investment representation
statement. In any such event the Company shall, without charge, and to the
extent the then Holder’s rights hereunder are so transferred or assigned,
execute and deliver a new Warrant in the name of such assignee and, if
applicable, a new Warrant in the name of the then 


 


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Holder for the
portion of the rights hereunder retained by the then Holder and this Warrant
shall promptly be cancelled.  The Company
shall have the right to refuse to transfer any portion of this Warrant to any
person who directly competes with the Company.


 


9.                                       Termination. 
This Warrant shall terminate at 5:00 p.m. California time on the
Termination Date.


 


10.                                 Legends.   The stock
issuable, directly or indirectly, upon exercise or conversion of the Warrant
shall be imprinted with a legend in substantially the following form:


 


THIS SECURITY HAS NOT
BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT
BE SOLD, PLEDGED OR OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION
THEREOF UNDER SUCH ACT OR PURSUANT TO RULE 144 OR AN OPINION OF COUNSEL
REASONABLY SATISFACTORY TO THE CORPORATION AND ITS COUNSEL THAT SUCH
REGISTRATION IS NOT REQUIRED.


 


11.                                 Lock-Up.  The Holder
agrees that if so requested by an underwriter in connection with any public
offering of securities by the Company, the undersigned shall not sell, or make
any short sale of, any of the Company’s securities (including the Securities)
without the prior written consent of the underwriter for a period of 180 days
following the effective date of a registration statement or other governmental
filing made in connection with such public offering.


 


12.                                 Miscellaneous. 
This Warrant shall be governed by the laws of the State of California,
without regard for the conflicts of law provisions of the State of California
or of any other state.  The headings in
this Warrant are for purposes of convenience and reference only, and shall not
be deemed to constitute a part hereof. 
Neither this Warrant nor any term hereof may be changed or waived
orally, but only by an instrument in writing signed by the Company and the
Holder of this Warrant.  All notices and
other communications from the Company to the Holder of this Warrant shall be
delivered personally, couriered, or mailed via Federal Express or certified or
registered mail, postage prepaid, return receipt requested, to the address
furnished to the Company in writing by the last Holder of this Warrant who
shall have furnished an address to the Company in writing, and if mailed shall
be deemed given upon the date of delivery or first attempted delivery as shown
on the return receipt.


 


	
   

  	
  GeoPetro Resources Company

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
   

  
	
   

  	
  Title:

  	
   

  
				



 


	
  ACKNOWLEDGED AND
  AGREED:

  	
   

  
	
   

  	
   

  
	
  HOLDER:

  	
   

  
	
   

  	
   

  
	
  By:

  	
   

  	
   

  
	
   

  	
  (Name)

  	
   

  
	
   

  	
   

  
	
  Title:

  	
   

  	
   

  
	
   

  	
   

  
	
  Date:

  	
   

  	
   

  
					



 


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Attachment 1


 


NOTICE OF EXERCISE


 


TO:                            GEOPETRO
RESOURCES COMPANY


 


1.                                       The
undersigned hereby elects to purchase                                         
shares of the Warrant Stock of GeoPetro Resources Company pursuant to the terms
of the attached Warrant, and tenders herewith payment of the purchase price in
full, together with all applicable transfer taxes, if any.


 


2.                                       Please
issue a certificate or certificates representing said shares of Warrant Stock
in the name of the undersigned or in such other name as is specified below:


 


3.                                       The
undersigned represents and warrants to the Company that the representations and
warranties contained in Section 7 of the attached Warrant are true and
correct as of the date hereof.


 


	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
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  (Date)

  	
   

  	
  (Name of Warrant
  Holder)

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  
					



 


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Attachment 2


 


INVESTMENT REPRESENTATION STATEMENT


 


Shares of the Common Stock


(as defined in the attached Warrant) of


GeoPetro Resources Company


 


In connection with the purchase of the above-listed Common Stock, the
undersigned hereby represents to GeoPetro Resources Company (the “Company”) as
follows:


 


(a)                                  The
Common Stock to be received upon the exercise of the Warrant will be acquired
for investment for its own account, not as a nominee or agent, and not with a
view to the sale or distribution of any part thereof, and the undersigned has
no present intention of selling, granting participation in or otherwise
distributing the same, but subject, nevertheless, to any requirement of law
that the disposition of its property shall at all times be within its
control.  By executing this Statement,
the undersigned further represents that it does not have any contract,
undertaking, agreement or arrangement with any person to sell, transfer, or
grant participations to such person or to any third person, with respect to any
Common Stock issuable upon exercise of the Warrant.


 


(b)                                 The
undersigned understands that the Common Stock issuable upon exercise of the
Warrant at the time of issuance may not be registered under the Securities Act
of 1933, as amended (the “Act”), and applicable state securities laws, on the
ground that the issuance of such Common Stock is exempt pursuant to Section 4(2) of
the Act and state law exemptions relating to offers and sales not by means of a
public offering, and that the Company’s reliance on such exemptions is
predicated on the undersigned’s representations set forth herein.


 


(c)                                  The
undersigned acknowledges that an investment in the Company is highly
speculative and represents that it is able to fend for itself in the
transactions contemplated by this Statement, has such knowledge and experience
in financial and business matters as to be capable of evaluating the merits and
risks of its investments, and has the ability to bear the economic risks
(including the risk of a total loss) of its investment.  The undersigned represents that it has had
the opportunity to ask questions of the Company concerning the Company’s
business and assets and to obtain any additional information which it
considered necessary to verify the accuracy of or to amplify the Company’s
disclosures, and has had all questions which have been asked by it satisfactorily
answered by the Company.


 


(e)                                  The
undersigned acknowledges that the Common Stock issuable upon exercise of the
Warrant must be held indefinitely unless subsequently registered under the Act
or an exemption from such registration is available.  The undersigned is aware of the provisions of
Rule 144 promulgated under the Act which permit limited resale of shares
purchased in a private placement subject to the satisfaction of certain
conditions, including, among other things, the existence of a public market for
the shares, the availability of certain current public information about the
Company, the resale occurring not less than one year after a party has
purchased and


 


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paid for the security to be sold, the sale being
through a “broker’s transaction” or in transactions directly with a “market
makers” (as provided by Rule 144(f)) and the number of shares being sold
during any three-month period not exceeding specified limitations.


 


	
   

  	
  Dated:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (Typed or Printed Name)

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  (Signature)

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (Title)

  



 


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