Exhibit
10.20


GEOPETRO RESOURCES
COMPANY


Attached is a
subscription agreement for GeoPetro Resources Company.  Please send a completed Subscription
Agreement via fax (signature pages only required) to the Placement Agent at
(214) 219-8206. Funds for the placement can be sent via wire transfer to:


	
  Bank:

  	
   

  	
  Bank of America

  
	
   

  	
   

  	
  Golden Gateway Branch

  
	
   

  	
   

  	
  500 Battery Street

  
	
   

  	
   

  	
  San Francisco, CA  94111

  
	
   

  	
   

  	
   

  
	
  ABA Number:

  	
   

  	
  0260-0959-3

  
	
   

  	
   

  	
   

  
	
  For Credit to:

  	
   

  	
   

  
	
  Account Name:

  	
   

  	
  GeoPetro Resources Company

  
	
  Account Number:

  	
   

  	
  07697-04492

  
	
   

  	
   

  	
   

  
	
  Bank Contact:

  	
   

  	
   

  
	
  Name:

  	
   

  	
  Jake Chilton

  
	
  Phone:

  	
   

  	
  415-622-0138

  
	
   

  	
   

  	
   

  
	
   

  
	
  Original
  Subscription Agreements should be delivered to the Placement Agent at:

  
	
   

  
	
  Energy
  Capital Solutions, LP

  
	
  Attention:
  Christopher T. Czuppon

  
	
  2651
  North Harwood, Suite 410

  
	
  Dallas,
  TX 75201

  



 













GEOPETRO RESOURCES COMPANY


One Maritime Plaza, Suite 700


San
Francisco, California 94111


UNIT SUBSCRIPTION AGREEMENT


	
  TO:

  	
   

  	
  GeoPetro Resources Company (the “Corporation”)

  
	
   

  	
   

  	
   

  
	
  AND TO:

  	
   

  	
  Energy Capital Solutions, L.P. (the “Placement
  Agent”)

  



 


The
undersigned (the “Subscriber”)
hereby irrevocably subscribes for and agrees to purchase from GeoPetro
Resources Company (the “Corporation”)  units of the Corporation (the “Units”) in the number set forth below at a
subscription price of $3.85 per Unit. Each Unit shall consist of one (1) share
of common stock of the Corporation (a “Common
Share”) and a three-tenths (3/10) Common Share purchase warrant of
the Corporation (“Warrants”). Each
one (1) whole Warrant shall entitle the holder to acquire one (1) Common Share
(a “Warrant Share”) at a price of
$4.50 per Warrant Share for a period of five years from the Closing Date (as
hereinafter defined). The Subscriber agrees to be bound by the attached terms
and conditions of subscription (the “Terms
and Conditions”) and agrees that the Corporation may rely upon the
representations, warranties and covenants contained therein and in the
applicable Subscriber Certificate (as hereinafter defined). This subscription,
plus the Terms and Conditions and each completed and executed Subscriber
Certificate are collectively referred to as the “Subscription Agreement” or the “Agreement”.


SUBSCRIPTION AND SUBSCRIBER INFORMATION


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



	
  

  	
   

  	
  Number of Units:

  	
   

  	 

	
  (Name of Subscriber)

  	
   

  	
   

  	 

	
   

  	
   

  	
  Unit Price:      X      $3.85

  	
   

  	 

	
  Account Reference (if applicable):

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Aggregate Subscription Price:  

  	
   

  	
   

  	 

	
  By:

  	
   

  	
   

  	
   

  	
                                         (the “Subscription Price”)

  	 

	
   

  	
  Authorized Signature

  	
   

  	
   

  	
   

  	 

	
   

  	
   

  	
   

  	 

	
   

  	
   

  	
  If the Subscriber is signing as agent for a
  principal  (beneficial purchaser) and
  is not purchasing as trustee 

  or agent for accounts fully managed by it,
  complete the following: 

  	 

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

  	
   

  	 

	
   

  	
   

  	 

	
   

  	
   

  	 

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

  	
   

  	
   

  	 

	
   

  	
   

  	
   

  	 

	
   

  	
   

  	
  (Name of Principal) 

  	 

	
  (Subscriber’s Address, including State)

  	
   

  	
   

  	 

	
   

  	
   

  	
   

  	 

	
   

  	
   

  	
  (Principal’s Address)

  	 

	
   

  	
   

  	
   

  	 

	
  (Telephone Number)                                      (Email
  Address)

  	
   

  	
   

  	 

														



 



 1
 









 


	
  Account Registration Information:  

  	
   

  	
  Delivery Instructions as set forth
  below:    

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  (Name) 

  	
   

  	
  (Name)

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (Account Reference, if applicable)

  
	
  (Account Reference, if applicable) 

  	
   

  	
   

  
	
   

  	
   

  	
  (Address)

  
	
   

  	
   

  	
   

  
	
  (Address, including Zip Code)

  	
   

  	
  (Contact
  Name)                                                (Telephone
  Number)

  
	
   

  	
   

  	
   

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

  	
   

  	
  State whether Subscriber is an insider* of the
  Corporation:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
     Yes   o               No   o

  
	
   

  	
   

  	
  


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

  
	
   

  	
   

  
	
   

  	
   

  



 



 2
 









TYPE
OF OWNERSHIP (CHECK ONE)


	
  o

  	
  Individual Ownership

  	
   

  	
  o

  	
  Joint Tenants with Right of 

  Survivorship 

  (both parties must sign)

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  o

  	
  Corporation*

  	
   

  	
  o

  	
  Community Property

  (Spouse’s signature required)

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  o

  	
  Partnership*

  	
   

  	
  o

  	
  Tenants-in-common

  (both parties must sign)

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  o

  	
  Trust or Pension Plan*

  	
   

  	
   

  	
   

  



 






*                 Copy of Articles of Incorporation, Bylaws and
Corporate Resolution, Partnership or Trust Agreement, as applicable, must be
attached.


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


GEOPETRO RESOURCES COMPANY


	
  

  	
  Subscription No.



  



 


	
  By:

  	
   

  	
   

  	
  August 13, 2007

  	
   

  



 



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TERMS AND CONDITIONS OF SUBSCRIPTION FOR UNITS


1.                                       DEFINITIONS.


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


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


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


(c)                                  “Closing Date”
means the date on which all conditions to the closing under the Unit
Subscription Agreement have been satisfied, but not later than August 13, 2007
(unless a later date is agreed to by the parties to the Unit Subscription
Agreement).


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


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


(f)                                    “Exchange”
means the American Stock  Exchange.


(g)                                 “Offering”
means this private placement.


(h)                                 “Placement Agent”
means Energy Capital Solutions, LP.


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


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


(k)                                  “Subscriber
Certificate” means the accredited investor certificate attached hereto as
Exhibit ”A”.


(l)                                     “Units”
means the units of the Corporation offered hereby; each Unit consisting of one
(1) Common Share and a three-tenths (3/10) Warrant.


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


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


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



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1.3                                 All
references to currency refer to United States dollars.


2.                                       PURCHASE AND SALE OF UNITS.


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


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


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


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


3.                                       REPRESENTATIONS, WARRANTIES AND ACKNOWLEDGEMENTS OF
THE SUBSCRIBER.


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


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


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


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


(d)                                 the Subscriber
(i) has adequate means of providing for his current needs and possible
personal contingencies, and has no need for liquidity of his investment in the
Corporation; (ii) can bear the economic risk of losing his entire
investment herein; (iii) has such knowledge and experience in financial
and business matters that he is 



 5
 









capable of evaluating the relative risks and merits of this investment;
and (iv) has an overall commitment to investments which are not readily
marketable that is not disproportionate to his net worth and the investment
subscribed for herein will not cause such overall commitment to become
excessive;


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


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


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


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


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


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


(h)                                 the Subscriber
carefully reviewed has reviewed the documents regarding the Corporation
available on the SEC EDGAR web site (www.sec.gov), as well as the “Risk Factors”
contained therein (collectively, the “Disclosure Documents”), and is
fully familiar with and understands the contents thereof, and has received no
other written communication;


(i)                                     the Subscriber
confirms that all documents, records and books pertaining to the Corporation
and to the investment requested by the Subscriber have been made available to
the Subscriber and that the Subscriber has been given an opportunity to make
further inquiries of the Corporation and its representatives in order to verify
the accuracy of the information contained in the Disclosure Documents and has
had the opportunity to review all facts concerning the Corporation which the
Subscriber deems pertinent;


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


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


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



 6
 









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


(l)                                     as to the source
of subscription funds,


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


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


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


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


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


3.2                                 The
Subscriber understands and acknowledges that:


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


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


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


(d)                                 the Subscriber
acknowledges and agrees with the Corporation that the Corporation shall refuse
to register any transfer of the Units not made pursuant to 



 7
 









registration under the 1933 Act, or pursuant to an available exemption
from registration under the 1933 Act (including Regulation S);


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


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


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


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


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


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


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


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


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



 8
 









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


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


4.                                       ISSUANCE OF SECURITIES.


4.1                                 The
Subscriber agrees to deliver to the Placement Agent, as soon as possible and,
in any event, not later than 5:00 p.m. (Pacific Standard time) on August 13,
2007; (a) this duly completed and executed Subscription Agreement;
(b) a duly executed Accredited Investor Certificate attached hereto as
Exhibit ”A”; (c) a duly executed Registration Rights Agreement attached
hereto as Exhibit ”B”; together with a duly completed selling security
holder questionnaire attached thereto as an exhibit; (d) such other
documents as may be required under applicable securities laws; and (e) a
certified check or bank draft payable to the Placement Agent for the aggregate
subscription price or payment of the same amount in such other manner as is
acceptable to the Placement Agent (including wire transfer directly to the
Corporation’s account).


5.                                       REGISTRATION STATEMENT.


The Corporation will prepare and file with the SEC a
Registration Statement covering 100% of the Common Shares and 100% of the
Warrant Shares within 60 calendar days of the date of the Closing and in
accordance with the terms of the Registration Rights Agreement executed by the
Corporation and attached hereto as Exhibit ”B.” The Corporation will use
its best efforts to have the Registration Statement declared effective by the
SEC within 180 calendar days of the date of the Closing.


6.                                       LEGEND.


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


The legend will be in substantially the following
form:


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



 9
 









HOLDER HAS, PRIOR TO SUCH SALE, FURNISHED TO THE
CORPORATION AN OPINION OF COUNSEL OR OTHER EVIDENCE OF EXEMPTION, IN EITHER
CASE REASONABLY SATISFACTORY TO THE CORPORATION. HEDGING TRANSACTIONS INVOLVING
THESE SECURITIES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE U.S.
SECURITIES ACT.”


7.                                       RELIANCE UPON REPRESENTATIONS, WARRANTIES AND
COVENANTS.


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


8.                                       MISCELLANEOUS.


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


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


8.3                                 Without
limitation, this subscription and the transactions contemplated hereby are
conditional upon and subject to the Corporation receiving Exchange approval of
this subscription and the transactions contemplated hereby.


8.4                                 This
Agreement is not assignable or transferable by the parties hereto without the
express written consent of the other party hereto.


8.5                                 Time
is of the essence of this Agreement.


8.6                                 Except
as expressly provided in this Agreement and in the agreements, instruments and
other documents contemplated or provided for herein, this Agreement contains
the entire agreement between the parties with respect to the Units and there
are no other terms, conditions, representations or warranties whether
expressed, implied, oral or written, by statute, by common law, by the
Corporation or by anyone else.


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



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


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


8.10                           This
Agreement will be governed by and construed in accordance with the laws of the
State of California.


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


8.12                           All
references to currency herein are to lawful money of the United States of
America.



 11















EXHIBIT ”A”


ACCREDITED INVESTOR
CERTIFICATE


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


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


1.                                       Accredited Investor.


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


	
  

  	
   

  	
  Category 1.

  	
   

  	
  A bank, as defined in Section 3(a)(2) of the 1933
  Act, whether acting in its

  individual or fiduciary capacity; or

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Category 2.

  	
   

  	
  A savings and loan association or other institution
  as defined in Section 3(a)

  (5) (A) of the 1933 Act, whether acting in its individual or fiduciary 

  capacity; or

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Category 3.

  	
   

  	
  A broker or dealer registered pursuant to Section 15
  of the Securities 

  Exchange Act of 1934; or

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Category 4.

  	
   

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

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Category 5.

  	
   

  	
  An investment company registered under the
  Investment Company Act of 

  1940; or

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Category 6.

  	
   

  	
  A business development company as defined in Section
  2(a) (48) of the 

  Investment Company Act of 1940; or

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Category 7.

  	
   

  	
  A small business investment company licensed by the
  U.S. Small Business 

  Administration under Section 301(c) or (d) of the Small Business
  Investment Act of 1958; or

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Category 8.

  	
   

  	
  A plan established and maintained by a state, its
  political subdivision or any 

  agency or instrumentality of a state or its political subdivisions, for the

  benefit of its employees, with assets in excess of $5,000,000; or

  



 



 A-1
 









 


	
  

  	
   

  	
  Category 9.

  	
   

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

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Category 10.

  	
   

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

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Category 11.

  	
   

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

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Category 12.

  	
   

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

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Category 13.

  	
   

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

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Category 14.

  	
   

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

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Category 15.

  	
   

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

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Category 16.

  	
   

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

  



 


2.                                       Purchasing Entirely for Own Account.


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


3.                                       Economic Risk and Suitability.


Subscriber represents and warrants as follows:



 A-2
 









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


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


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


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


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


4.                                       Restricted Securities.


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


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


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



 A-3
 









IN WITNESS WHEREOF,
Subscriber has executed this Certificate as of                         ,
2007.


	
  SUBSCRIBER:

  	
   

  	
   

  
	
   

  	
   

  	
  (Signature and office, if applicable)

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (Print Name)

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (Address)

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (City/State/Zip Code)

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (Area Code/Telephone Number)

  



 



 A-4














EXHIBIT “B”


REGISTRATION RIGHTS
AGREEMENT
















REGISTRATION
RIGHTS AGREEMENT


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


1.                                       Definitions. As
used in this Agreement (including the preamble above), the following defined
terms shall have the following meanings:


“Affiliate”
of any specified person means any other person, which, directly or indirectly,
is in control of, is controlled by, or is under common control with such
specified person. For purposes of this definition, control of a person means the
power, direct or indirect, to direct or cause the direction of the management
and policies of such person whether by contract or otherwise; and the terms “controlling”
and “controlled” have meanings correlative to the foregoing.


“Business Day”
means each Monday, Tuesday, Wednesday, Thursday and Friday that is not a day on
which banking institutions in San Francisco, California are authorized or
obligated by law or executive order to close.


“Closing”
has the meaning set forth in the Subscription Agreement.


“Closing Date”
has the meaning set forth in the Subscription Agreement.


“Commission”
means the United States Securities and Exchange Commission, or any other
federal agency at the time administering the Exchange Act or the Securities
Act, whichever is the relevant statute for the particular purpose.


“Common Stock”
means (i) the Company’s common stock, no par value per share; and (ii) any
other securities into which or for which any of the securities described in the
preceding clause (i) may be converted or exchanged pursuant to a plan of
recapitalization, reorganization, merger, sale of assets or otherwise.


“Company”
means GeoPetro Resources Company, a California Corporation.


“ECS” means
Energy Capital Solutions, LP


“ECS Warrant
Shares” means the shares of Common Stock issuable upon exercise of the
placement agent’s warrant to be issued to ECS on the Closing Date.


“Effectiveness
Deadline Date” means the 180th calendar day following the Closing Date;


Effectiveness
Period” has the meaning assigned thereto in Section 2(b).


“Effective Time”
means the date and time on which the Commission declares the Registration
Statement effective or on which the Registration Statement otherwise becomes
effective.



 1
 









“Electing
Holder” has the meaning assigned thereto in Section 3(a).


“Ending Date”
has the meaning assigned thereto in Section 2(c).


“Event” has
the meaning assigned thereto in Section 2(c).


“Event Date”
has the meaning assigned thereto in Section 2(c).


“Exchange Act”
means the United States Securities Exchange Act of 1934, as amended.


“Filing
Deadline Date” means the 60th calendar day following the Closing Date.


“holder”
means, when used with respect to any Security, the record holder of such
Security.


“person”
means an individual, partnership, corporation, trust or unincorporated
organization, or a government or agency or political subdivision thereof.


“Prospectus”
means the prospectus (including, without limitation, any preliminary
prospectus, any final prospectus and any prospectus that discloses information
previously omitted from a prospectus filed as part of an effective registration
statement in reliance upon Rule 430A or Rule 430B under the
Securities Act) included in the Registration Statement, as amended or
supplemented by any prospectus supplement with respect to the terms of the
offering of any portion of the Registrable Securities covered by the
Registration Statement and by all other amendments and supplements to such
prospectus, including all material incorporated by reference in such prospectus
and all documents filed after the date of such prospectus by the Company under
the Exchange Act and incorporated by reference therein.


“Questionnaire”
means a Selling Security Holder Questionnaire, substantially in the form of Exhibit A
attached hereto, relating to the Securities.


“Registrable
Securities” means 100% of the shares of Common Stock issued to Subscribers
on the Closing Date, 100% of the Underlying Warrant Shares, 100% of the ECS
Warrant Shares and any securities issued with respect to any of the foregoing
as a stock dividend or in connection with a stock split or recapitalization
occurring prior to the filing of the Registration Statement, or, if occurring
following the filing of the Registration Statement, as contemplated by
Rule 416 of the Securities Act; provided, however, that any such
securities shall cease to be Registrable Securities when they are no longer
Restricted Securities.


“Registration”
means a registration effected pursuant to Section 2.


“Registration
Statement” means a registration statement filed under the Securities Act
providing for the registration of, and the sale on a continuous or delayed
basis by the holders of, all of the Registrable Securities pursuant to
Rule 415 under the Securities Act and/or any similar rule that may be adopted
by the Commission, filed by the Company pursuant to the provisions of Section 2,
including the Prospectus contained therein, any amendments and supplements to
such registration statement, including post-effective amendments, and all
exhibits and all material incorporated by reference in such registration
statement.



 2
 









“Restricted
Securities” means any Securities except any such Securities that (i) have
been registered pursuant to an effective registration statement under the
Securities Act and sold in a manner contemplated by the Registration Statement,
(ii) have been transferred in compliance with Rule 144 under the
Securities Act (or any successor provision thereto) or are transferable
pursuant to paragraph (k) of such Rule 144 (or any successor
provision thereto), or (iii) have otherwise been transferred and new Securities
not subject to transfer restrictions under the Securities Act have been
delivered by or on behalf of the Company.


“Rules and
Regulations” means the published rules and regulations of the Commission
promulgated under the Securities Act or the Exchange Act, as in effect at any
relevant time.


“Securities”
means the shares of Common Stock issued pursuant to the Subscription Agreement
and the shares of Common Stock issued or issuable upon exercise of Warrants.


“Securities Act”
means the United States Securities Act of 1933, as amended.


“Subscribers”
means the Subscribers named on the signature pages of the Subscription
Agreement and this Agreement.


“Subscription
Agreement” means the GeoPetro Resources Company Subscription Agreement by
and among the Company and the Subscribers.


“trading day”
means a day on which the Common Stock trades on the American Stock Exchange or,
if the Common Stock does not so trade on the day in question, then trading day
shall mean Business Day.


“Underlying
Warrant Shares” means shares of Common Stock issued or issuable under
Warrants issued by the Company to Subscribers on the Closing Date.


“Units”
means one share of Common Stock and one-quarter of one Warrant.


“Warrants”
means Common Stock purchase warrants comprising part of the Units issued
pursuant to the Subscription Agreement, with each whole Warrant being
exercisable into one share of Common Stock.


2.                                       Registration.


(a)                                  The
Company shall (i) file with the Commission on or prior to the Filing Deadline
Date a Registration Statement covering the offer and sale of the Registrable
Securities, and (ii) use its reasonable best efforts to cause such Registration
Statement to be declared effective under the Securities Act on or prior to the
Effectiveness Deadline Date. The Registration Statement shall be on Form S-1
or Form SB-2 (except if the Company is not then eligible to register
for resale the Registrable Securities on Form S-1 or Form SB-2,
in which case such registration shall be on another appropriate form for such
purpose) and shall contain (except if otherwise requested or required pursuant
to comments received from the Commission or other governmental or regulatory
authority upon a review of such Registration Statement) a “Plan of Distribution”
substantially in the form attached hereto as Annex A.



 3
 









(b)                                 The
Company shall use its reasonable best efforts to prepare and file with the
Commission such amendments and supplements to the Registration Statement and
Prospectus used in connection therewith and take all such other actions to keep
the Registration Statement continuously effective in order to permit the
Prospectus to be usable by holders for resales of Registrable Securities from
the Effective Time until the earliest to occur of (A) the date which is 24
months after the Closing Date, (B) the date upon which all Registrable
Securities registered under the Registration Statement have been sold
thereunder, and (C) the date upon which all of the Securities cease to be Restricted
Securities (such period being referred to herein as the “Effectiveness
Period”).


(c)                                  If
(i) such Registration Statement covering the Registrable Securities is not
filed with the Commission on or prior to the Filing Deadline Date, (ii) such
Registration Statement covering the Registrable Securities is filed with but is
not declared effective by the Commission on or prior to the Effectiveness
Deadline Date or (iii) after the Effective Time, such Registration Statement
ceases for any reason to be effective or any Prospectus thereunder ceases to be
usable with respect to any Registrable Securities it is required to cover at
any time prior to the expiration of the Effectiveness Period for more than an
aggregate of 45 calendar days (which need not be consecutive), excluding (x)
grace periods of not more than 15 calendar days each during which a
post-effective amendment is to be filed to include in the Registration
Statement material information previously not included in the Registration
Statement, or to correct a misstatement of a material fact set forth in the
Registration Statement, in each case due to facts or circumstances previously
unknown to the Company and arising subsequent to the effectiveness of the
Registration Statement or any post-effective amendment thereto, or to otherwise
provide information necessary to comply with Section 10(a)(3) of the
Securities Act regarding the age of financial statements included therein,
provided that the Company diligently works to have any such post-effective amendment
prepared, filed and declared effective by the Commission as soon as practicable
and (y) grace periods of not more than five trading days each for the
preparation and filing with the Commission of any prospectus supplement (any
such failure or breach described in clauses (i), (ii) or (iii) above being
referred to as an “Event,” and for purposes of clauses (i) or (ii) the
date on which such Event occurs, or for purposes of clause (iii) the date which
such 45 trading day-period is exceeded, being referred to as “Event Date”),
then following each such Event Date, the Company shall become obligated to pay
to each Electing Holder, as liquidated damages and not as a penalty, a number
of shares of Common Stock equal to 1.0% of the number of shares of Common Stock
that were issued to such Electing Holder on the Closing Date and are still
owned by such Electing Holder on an Ending Date, for each 30-day period (pro
rated on a daily pro-rata basis for periods shorter than 30 days) elapsed
between the Event Date and the earlier of: (A) the date that the applicable
Event is cured and (B) the date that the Effectiveness Period expires. No such
payments shall be payable in respect of any Underlying Warrant Shares or
securities that are not Registrable Securities. Liquidated damages payments
payable by the Company under this Section 2(c) shall be issued by
the Company to each Electing Holder not later than seven Business Days
following the end of each 30-day period or portion thereof prior to the cure of
an Event (each such end date being an “Ending Date”). Notwithstanding
anything to the contrary contained herein or in the Subscription Agreement or
any related document or agreement, the aggregate number of shares of Common
Stock issued or issuable to any holder as liquidated damages under this Section 2(c)
shall not exceed 10% of the aggregate number of shares of Common Stock issued
to such holder on the Closing Date pursuant to the Subscription Agreement.



 4
 









3.                                       Registration
Procedures. In connection with the Registration Statement, the following
provisions shall apply:


(a)                                  No
holder shall be entitled to be named as a selling security holder in the
Registration Statement as of the Effective Time, and no holder shall be
entitled to use the Prospectus for resales of Registrable Securities at any
time, unless such holder has returned a completed and signed Questionnaire to
the Company by the deadline for response set forth therein; provided, however,
holders of Registrable Securities shall have at least ten calendar days from the
date on which the Questionnaire is first sent to such holders to return a
completed and signed Questionnaire to the Company. The term “Electing Holder”
means any holder of Registrable Securities that has returned a completed and
signed Questionnaire to the Company in accordance with this Section 3(a).
The information provided by each Electing Holder in the signed Questionnaire
shall be for use in the Registration Statement.


(b)                                 The
Company shall furnish to each Electing Holder prior to the initial filing of
the Registration Statement, a draft of such Registration Statement, and shall
furnish to such holders prior to the filing of any amendment or supplement to
the Prospectus that contains material revisions to the selling security holder
information, a draft of such amendment or supplement and shall reflect in each
such document when so filed with the Commission such comments as such holders
reasonably may propose with regard to the selling security holder information;
provided, however, that the Company shall make the final decision as to the
form and content of each such document.


(c)                                  Each
Electing Holder shall promptly advise the Company in writing if changes in the
Registration Statement or the Prospectus are required in order that disclosures
made in the Registration Statement and Prospectus based upon information
previously provided by the Electing Holder for use in the Registration
Statement and the Prospectus do not contain an untrue statement of a material
fact and do not omit to state a material fact required to be stated therein or
necessary to make the statements therein (in the case of the Prospectus, in
light of the circumstances under which they are made) not misleading. The
Company shall promptly advise each Electing Holder in writing (which notice
pursuant to clauses (iii) through (v) hereof shall be accompanied by an
instruction to suspend the use of the Prospectus until the requisite changes
have been made):


(i)                                     when the
Registration Statement and any amendment thereto has been filed with the Commission
and when the Registration Statement or any post-effective amendment thereto has
become effective;


(ii)                                  when the Commission
notifies the Company whether there will be a “review” of the Registration
Statement and whenever the Commission comments in writing on the selling
security holder information or Plan of Distribution in the Registration
Statement (the Company shall provide true and complete copies thereof and all
written responses thereto to each of the Electing Holders that pertain to such holders
as a selling security holder or to the Plan of Distribution, but not
information which the Company believes would constitute material and non-public
information);



 5
 









(iii)                               of the issuance by the
Commission of any stop order suspending the effectiveness of the Registration
Statement or the initiation of any proceedings for such purpose;


(iv)                              of the receipt by the
Company of any notification with respect to the suspension of the qualification
of the securities included in the Registration Statement for sale in any
jurisdiction or the initiation of any proceeding for such purpose (including,
but not limited to, an order issued by any state securities commission or other
regulatory authority suspending the qualification, or exemption from
qualification, of the sale of the Registrable Securities under state securities
laws); and


(v)                                 if changes in the
Registration Statement or the Prospectus are required in order that the
Registration Statement and Prospectus do not contain an untrue statement of a
material fact and do not omit to state a material fact required to be stated
therein or necessary to make the statements therein (in the case of the
Prospectus, in light of the circumstances under which they were made) not
misleading.


(d)                                 The
Company shall promptly furnish to each requesting Electing Holder, without
charge, at least one copy of the Registration Statement and all post-effective
amendments thereto, including financial statements and schedules, and, if such
holder so requests in writing, all reports, other documents and exhibits that
are filed with or incorporated by reference in the Registration Statement.


(e)                                  The
Company shall, during the Effectiveness Period, promptly deliver to each
Electing Holder, without charge, as many copies of the Prospectus (including
each preliminary Prospectus) and any amendment or supplement thereto as such
Electing Holder may reasonably request; and the Company consents (except during
the continuance of any event described in clauses (iii) through (v) of Section 3(c)
or any pending corporate development described in Section 3(h)) to
the use of the Prospectus and any amendment or supplement thereto by each of
the Electing Holders in connection with the offering and sale of the
Registrable Securities covered by the Prospectus and any amendment or
supplement thereto during the Effectiveness Period.


(f)                                    Prior
to any offering of Registrable Securities pursuant to the Registration
Statement, the Company shall, unless appropriate exemptions are available, use
its reasonable best efforts to (i) register or qualify the registration or
qualification of such Registrable Securities for offer and sale under the
securities or “blue sky” laws of such jurisdictions within the United States as
any Electing Holder may reasonably request, (ii) keep such registrations or
qualifications in effect and comply with such laws so as to permit the
continuance of offers and sales in such jurisdictions for so long during the
Effectiveness Period as may be necessary to enable any Electing Holder to
complete its distribution of Registrable Securities pursuant to the
Registration Statement, and (iii) take any and all other actions necessary or
advisable to enable the disposition in such jurisdictions of such Registrable
Securities; provided, however, that in no event shall the Company be obligated
to (A) qualify as a foreign corporation or as a dealer in securities in any
jurisdiction where it would not otherwise be required to so qualify but for
this Section 3(f), or (B) file any general consent to service of process
in any jurisdiction where it is not then so subject.



 6
 









(g)                                 The
Company shall cooperate with the Electing Holders to facilitate the timely
preparation and delivery of certificates representing Registrable Securities to
be sold pursuant to the Registration Statement, which certificates shall meet
the requirements of any securities exchange on which the Company’s Common Stock
is then listed and which certificates shall be in such permitted denominations
as Electing Holders may request in connection with the sale of Registrable
Securities pursuant to the Registration Statement.


(h)                                 Upon
the occurrence of any fact or event contemplated by clauses (iii) through (v)
of Section 3(c), the Company shall (subject to the next sentence)
promptly prepare a post-effective amendment or supplement to the Registration
Statement or the Prospectus, or any document incorporated therein by reference,
or file any other required document so that, as thereafter delivered to
purchasers of the Registrable Securities included therein, the Registration
Statement or Prospectus will not include an untrue statement of a material fact
or omit to state any material fact necessary to make the statements therein, in
the light of the circumstances under which they were made, not misleading and
shall comply with the Securities Act, state securities laws and any other
applicable laws. If the Company notifies the Electing Holders in accordance
with clauses (iii) through (v) of Section 3(c) to suspend the use
of the Prospectus until the requisite changes to the Prospectus have been made,
then each Electing Holder shall suspend the use of the Prospectus until (i)
such Electing Holder has received copies of the supplemented or amended
Prospectus contemplated by the preceding sentence, or (ii) such Electing Holder
is advised in writing by the Company that the use of the Prospectus may be
resumed and has received copies of any additional or supplemental filings that
are incorporated by reference in the Prospectus. Notwithstanding the foregoing,
the Company shall not be required to amend or supplement the Registration
Statement, any related Prospectus or any document incorporated by reference
therein for a period not to exceed 30 consecutive days (or 60 days in the
aggregate in any calendar year) if there occurs or exists any pending corporate
development the disclosure of which would, in the good faith judgment of the
Board of Directors of the Company, be harmful to the business, operations,
prospects, or condition (financial or otherwise) of the Company and its
subsidiaries, taken as a whole.


(i)                                     The
Company shall cause all Registrable Securities registered hereunder to be
listed on each securities exchange on which similar securities issued by the
Company are then listed.


(j)                                     The
Company shall provide a transfer agent and registrar for all Registrable
Securities registered pursuant to the Registration Statement and a CUSIP number
for all such Registrable Securities, in each case not later than the effective
date of such registration.


(k)                                  The
Company shall use commercially reasonable efforts to comply with all applicable
rules and regulations of the Commission.


(l)                                     The
Company shall use commercially reasonable efforts to enable the holders of the
Registrable Securities to sell the Registrable Securities under Rule 144
of the Securities Act.


(m)                               The
Company shall advise each Electing Holder when such Electing Holder provides
information to the Company under this Section 3 that such Electing Holder must



 7
 









provide the information
in a written statement signed by or on behalf of such Electing Holder that
expressly states that such information is for use in the subject Registration
Statement, Prospectus or amendment or supplement thereto. The Company reserves
the right not to rely on information provided by an Electing Holder if such
information is not contained in a written statement meeting the foregoing
requirements.


4.                                       Registration
Expenses. All fees and expenses incident to the performance of or
compliance with this Agreement by the Company shall be borne by it whether or
not any Registration Statement is filed or becomes effective and whether or not
any securities are issued or sold pursuant to any Registration Statement.
Notwithstanding the foregoing or anything in this Agreement to the contrary,
each holder of the Registrable Securities being registered shall pay all
commissions and underwriting discounts with respect to any Registrable
Securities sold by it and the fees and disbursements of any counsel or other
advisors or experts retained by such holders (severally or jointly).


5.                                       Indemnification
and Contribution.


(a)                                  Indemnification
by the Company. Upon the registration of the Registrable Securities
pursuant to Section 2, the Company shall indemnify and hold
harmless each Electing Holder and its affiliates and each underwriter, selling
agent or other securities professional, if any, which facilitates the
disposition of Registrable Securities, and each of their respective officers
and directors and each person who controls such Electing Holder, underwriter, selling
agent or other securities professional within the meaning of Section 15 of
the Securities Act or Section 20 of the Exchange Act (each such person
being sometimes referred to as an “Indemnified Person”) against any losses,
claims, damages, liabilities or expenses, joint or several, to which such
Indemnified Person may become subject under the Securities Act or otherwise,
insofar as such losses, claims, damages, liabilities or expenses (or actions in
respect thereof) arise out of or are based upon an untrue statement of a
material fact contained in any Registration Statement or any Prospectus
contained therein or furnished by the Company to any Indemnified Person, or any
amendment or supplement thereto, or arise out of or are based upon the omission
to state therein a material fact required to be stated therein or necessary to
make the statements therein, in light of the circumstances in which they were
made, not misleading or any violation by the Company of any rule or regulation
promulgated under the Securities Act, the Exchange Act or any state securities
laws applicable to the Company in connection with the registration hereunder,
and the Company hereby agrees to reimburse such Indemnified Person for any
legal or other expenses reasonably incurred by them in connection with
investigating or defending any such action or claim as such expenses are
incurred; provided, however, that the Company shall not be liable to any such
Indemnified Person in any such case to the extent that any such loss, claim, damage,
liability or expense arises out of or is based upon an untrue statement or
omission made in such Registration Statement or Prospectus, or amendment or
supplement thereto, in reliance upon and in conformity with written information
furnished to the Company by an instrument duly executed by or on behalf of such
Indemnified Person expressly for use therein; provided, further, however, that
the foregoing indemnity agreement with respect to any Prospectus shall not
inure to the benefit of any Indemnified Person who failed to deliver a final
Prospectus or an amendment or supplement thereto (provided by the Company to
the several Indemnified Persons in the requisite quantity and on a timely basis
to permit proper delivery on or prior to the relevant transaction date) to the
person asserting any losses, claims,



 8
 









damages and liabilities and judgments caused
by any untrue statement of a material fact contained in any Prospectus, or
caused by any omission to state therein a material fact required to be stated
therein or necessary to make the statements therein, in light of the
circumstances under which they were made, not misleading, if such material
misstatement or omission was cured in such final Prospectus or amendment or
supplement thereto. For the purposes of this subsection (a), the Company may
rely on written information furnished to the Company by an Indemnified Person
via electronic mail if such electronic mail is followed within five (5) days
thereof by a written instrument meeting the requirements set forth in the
foregoing sentence.


(b)                                 Indemnification
by the Holders. Each Electing Holder agrees, as a consequence of the
inclusion of any of such holder’s Registrable Securities in any Registration
Statement, severally and not jointly, to (i) indemnify and hold harmless the
Company, its directors, its officers who sign such Registration Statement and
each person, if any, who controls the Company within the meaning of either
Section 15 of the Securities Act or Section 20 of the Exchange Act,
against any losses, claims, damages or liabilities to which the Company or such
other persons may become subject, under the Securities Act or otherwise,
insofar as such losses, claims, damages or liabilities (or actions in respect
thereof) arise out of or are based upon an untrue statement of a material fact
contained in such Registration Statement or Prospectus, or any amendment or
supplement thereto, or arise out of or are based upon the omission to state
therein a material fact required to be stated therein or necessary to make the
statements therein not misleading, in each case to the extent, but only to the
extent, that such untrue statement or omission was made in reliance upon and in
conformity with written information furnished to the Company by an instrument
duly executed by or on behalf of such holder and stated to be expressly for use
therein, provided, however, the foregoing indemnity agreement shall not inure
to the Indemnified Person who was notified of the inaccurate material
information or omission prior to such use of Prospectus and (ii) reimburse the
Company and its directors and its officers who sign such Registration Statement
for any legal or other expenses reasonably incurred by the Company and such
directors and officers in connection with investigating or defending any such
action or claim as such expenses are incurred. For the purposes of this
subsection (b), the Company may rely on written information furnished to the
Company by an Indemnified Person via electronic mail if such electronic mail is
followed within five (5) days thereof by a written instrument meeting the
requirements set forth in the foregoing sentence. The liability of each
Electing Holder shall be in proportion to and limited to the net amount
received by such Electing Holder from the sale of Registrable Securities
pursuant to such Registration Statement


(c)                                  Notices
of Claims, Etc. Promptly after receipt by an indemnified party under this Section 5
of notice of the commencement of any action (including any governmental
action), such indemnified party will, if a claim in respect thereof is to be
made against any indemnifying party under this Section 5, deliver
to the indemnifying party a written notice of the commencement thereof and the
indemnifying party shall have the right to participate in and to assume the
defense thereof with counsel mutually satisfactory to the parties; provided,
however, that an indemnified party shall have the right to retain its own
counsel, with the reasonably incurred fees and expenses of one such counsel for
all indemnified parties to be reimbursed by the indemnifying party if
representation of any such indemnified party by the counsel retained by the
indemnifying party would be inappropriate under applicable standards of
professional conduct due to actual or potential conflicting interests between
such indemnified party and any other party represented by such counsel in such
proceeding. Except as specified in the



 9
 









immediately preceding sentence, after notice
from an indemnifying party to an indemnified party of such indemnifying party’s
election to assume the defense pursuant to the immediately preceding sentence,
such indemnifying party shall not be liable to the indemnified party under this
Section 5 for any legal expenses of other counsel or any other
expenses, in each case subsequently incurred by such indemnified party, in
connection with the defense thereof other than reasonable costs of
investigation. The failure to deliver written notice to the indemnifying party
within a reasonable time of the commencement of any such action shall not
relieve such indemnifying party of liability to the indemnified party under
this Section 5 with respect to such action, except to the extent
the indemnifying party is materially prejudiced as a result of not receiving
such notice, and shall not relieve it of any liability that it may have to any
indemnified party otherwise than under this Section 5 or with
respect to any other action except to the extent the indemnifying party is
materially prejudiced as a result of not receiving such notice. No indemnifying
party shall, without the written consent of the indemnified party, which
consent will not be unreasonably withheld, effect the settlement or compromise
of, or consent to the entry of any judgment with respect to, any pending or
threatened action or claim in respect of which indemnification or contribution
may be sought hereunder (whether or not the indemnified party is an actual or
potential party to such action or claim) unless such settlement, compromise or
judgment (i) includes an unconditional release of the indemnified party from
all liability arising out of such action or claim and (ii) does not include a
statement as to, or an admission of, fault, culpability or a failure to act, by
or on behalf of any indemnified party.


(d)                                 Contribution.
If the indemnification provided for in this Section 5 is
unavailable to or insufficient to hold harmless an indemnified party under
subsection (a) or (b) of this Section 5 in respect of any losses,
claims, damages or liabilities (or actions in respect thereof) referred to
therein, then each indemnifying party shall contribute to the amount paid or
payable by such indemnified party as a result of such losses, claims, damages
or liabilities (or actions in respect thereof) in such proportion as is
appropriate to reflect the relative fault of the indemnifying party and the
indemnified party in connection with the statements or omissions which resulted
in such losses, claims, damages or liabilities (or actions in respect thereof),
as well as any other relevant equitable considerations. The relative fault of
such indemnifying party and indemnified party shall be determined by reference
to, among other things, whether the untrue statement of a material fact or
omission to state a material fact relates to information about such
indemnifying party or indemnified party supplied by such indemnifying party or
by such indemnified party, and the parties’ relative intent, knowledge, access
to information and opportunity to correct or prevent such statement or
omission. The parties hereto agree that it would not be just and equitable if
contribution pursuant to this Section 5(d) were determined by pro
rata allocation (even if the Electing Holders or any underwriters,
selling agents or other securities professionals or all of them were treated as
one entity for such purpose) or by any other method of allocation which does
not take account of the equitable considerations referred to in this Section 5(d).
In no event shall the liability of any Electing Holder be greater in amount
than the amount of net proceeds received by such Electing Holder upon such sale
or the amount for which such indemnifying party would have been obligated to
pay by way of indemnification if the indemnification provided for under this Section 5
had been available under the circumstances. The amount paid or payable by an
indemnified party as a result of the losses, claims, damages or liabilities (or
actions in respect thereof) referred to above shall be deemed to include any
legal or other fees or expenses reasonably incurred by such indemnified party
in connection with investigating or defending any such action or claim. No
person guilty of



 10
 









fraudulent misrepresentation (within the
meaning of Section 11(f) of the Securities Act) shall be entitled to
contribution from any person who was not guilty of such fraudulent
misrepresentation. The obligations of the Electing Holders and any
underwriters, selling agents or other securities professionals in this Section 5(d)
to contribute shall be several in proportion to the percentage of Registrable
Securities registered or underwritten, as the case may be, by them and not
joint.


(e)                                  The
obligations of the Company under this Section 5 shall be in
addition to any liability that the Company may otherwise have to any
Indemnified Person and the obligations of any Indemnified Person under this Section 5
shall be in addition to any liability that such Indemnified Person may
otherwise have to the Company. The remedies provided in this Section 5
are not exclusive and shall not limit any rights or remedies that may otherwise
be available to an indemnified party at law or in equity.


6.                                       Miscellaneous.


(a)                                  Amendments
and Waivers. The provisions of this Agreement may not be amended, modified
or supplemented, and waivers or consents to or departures from the provisions
hereof may not be given unless the Company has obtained the written consent of
Electing Holders holding not less than a majority of the Registrable Securities
then held by the Electing Holders at such time. In addition, no amendment to
this Agreement that adversely discriminates against an Electing Holder shall be
effective as to such Electing Holder without such Electing Holder’s written
consent.


(b)                                 Notices.
All notices and other communications required or permitted to be provided to a
party hereunder shall be in writing and shall be deemed given and effective on
the earliest of (i) the date of transmission, if such notice or communication
is delivered via facsimile (provided the sender receives a machine-generated
confirmation of successful transmission) or e-mail prior to 5:00 p.m. (San
Francisco, California time) on a trading day, (ii) the next trading day after
the date of transmission, if such notice or communication is delivered via
facsimile or e-mail on a day that is not a trading day or later than 4:59 p.m.
(San Francisco, California time) on any trading day, (iii) the trading day
following the date of mailing, if sent overnight by an overnight courier
service nationally recognized in the United States, or (iv) upon actual receipt
by the party to whom such notice is required to be given. The address for such
notices and communications for a party shall be as set forth on the signature
pages to this Agreement or such other address as may be designated in writing
hereafter, in the same manner, by such party.


(c)                                  Parties
in Interest. The parties to this Agreement intend that all holders of
Registrable Securities shall be entitled to receive the benefits of this
Agreement and that any Electing Holder shall be bound by the terms and
provisions of this Agreement by reason of such election with respect to the
Registrable Securities that are included in a Registration Statement. All the
terms and provisions of this Agreement shall be binding upon, shall inure to
the benefit of and shall be enforceable by the respective successors and
assigns of the parties hereto and any holder from time to time of the
Registrable Securities to the aforesaid extent. If any transferee of any holder
of Registrable Securities shall acquire Registrable Securities, in any manner,
whether by gift, bequest, purchase, operation of law or otherwise, such
transferee shall, without any further writing or action of any kind, be
entitled to receive the benefits of and, if an Electing



 11
 









Holder, be conclusively deemed to have agreed
to be bound by and to perform all of the terms and provisions of this Agreement
to the aforesaid extent.


(d)                                 Counterparts.
This Agreement may be executed in any number of counterparts and by the parties
hereto in separate counterparts, each of which when so executed shall be deemed
to be an original and all of which taken together shall constitute one and the
same agreement.


(e)                                  Headings.
The headings in this Agreement are for convenience of reference only and shall
not limit or otherwise affect the meaning, construction or interpretation
hereof.


(f)                                    Governing
Law. This Agreement shall be governed by and construed in accordance with
the laws of the State of California without giving effect to provisions
relating to conflicts of law to the extent the application of the laws of
another jurisdiction would be required thereby.


(g)                                 Severability.
If any one or more of the provisions contained herein, or the application
thereof in any circumstance, is held invalid, illegal or unenforceable in any
respect for any reason, the validity, legality and enforceability of any such
provision in every other respect and of the remaining provisions hereof shall
not be in any way impaired or affected thereby, it being intended that all of
the rights and privileges of the parties hereto shall be enforceable to the
fullest extent permitted by law.


(h)                                 Survival.
The respective indemnities, agreements, representations, warranties and other
provisions set forth in this Agreement or made pursuant hereto shall remain in
full force and effect, regardless of any investigation (or any statement as to
the results thereof) made by or on behalf of any Electing Holder, any director,
officer or partner of such holder, any agent or underwriter, any director,
officer or partner of such agent or underwriter, or any controlling person of
any of the foregoing, and shall survive the transfer and registration of the
Registrable Securities of such holder.


(i)                                     Entire
Agreement. This Agreement is intended by the parties as a final expression
of their agreement and intended to be a complete and exclusive statement of the
agreement and understanding of the parties hereto in respect of the subject
matter hereof. There are no restrictions, promises, warranties or undertakings,
other than those set forth or referred to herein, with respect to the
registration rights granted with respect to the Registrable Securities. This
Agreement supersedes all prior agreements and understandings between the
parties with respect to such subject matter.


(Remainder of page
intentionally left blank)



 12
 









REGISTRATION
RIGHTS AGREEMENT SIGNATURE PAGE


IN WITNESS
WHEREOF, the Company has caused this Registration Rights Agreement to be duly
executed by its authorized signatory as of the date first indicated above.


	
   

  	
  Very truly yours,

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  GEOPETRO
  RESOURCES COMPANY

  
	
   

  	
  One Maritime
  Plaza, Suite 700

  
	
   

  	
  San Francisco,
  CA 94111

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  




 13
 









REGISTRATION RIGHTS AGREEMENT SIGNATURE PAGE


Please confirm by signing in the space provided below
that the foregoing correctly sets forth the agreement between the Company and
you.


	
  Accepted and Agreed

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  Name (Print)

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  
	
   

  	
   

  
	
  Date:

  	
   

  	
   

  
	
   

  	
   

  
	
  Address:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Telephone:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Facsimile:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  E-mail:

  	
   

  	
   

  
									



 



 14















Annex A


Plan of Distribution


The selling security holders and any of their
pledgees, donees, assignees and successors-in-interest may, from time to time,
sell any or all of their shares of common stock being offered under this
prospectus on any stock exchange, market or trading facility on which shares of
our common stock are traded or in private transactions. These sales may be at
fixed or negotiated prices. The selling security holders may use any one or
more of the following methods when disposing of shares:


·                                          ordinary
brokerage transactions and transactions in which the broker-dealer
solicits purchasers;


·                                          block
trades in which the broker-dealer will attempt to sell the shares as
agent but may position and resell a portion of the block as principal to facilitate
the transaction;


·                                          purchases
by a broker-dealer as principal and resales by the broker-dealer
for its account;


·                                          an
exchange distribution in accordance with the rules of the applicable exchange;


·                                          privately
negotiated transactions;


·                                          to
cover short sales made after the date that the registration statement of which
this prospectus is a part is declared effective by the Securities and Exchange
Commission;


·                                          broker-dealers
may agree with the selling security holders to sell a specified number of such shares
at a stipulated price per share;


·                                          a
combination of any of these methods of sale; and


·                                          any
other method permitted pursuant to applicable law.


The shares may
also be sold under Rule 144 under the Securities Act, if available, rather than
under this prospectus. The selling security holders have the sole and absolute
discretion not to accept any purchase offer or make any sale of shares if they
deem the purchase price to be unsatisfactory at any particular time.


The selling
security holders may pledge their shares to their brokers under the margin
provisions of customer agreements. If a selling security holder defaults on a
margin loan, the broker may, from time to time, offer and sell the pledged
shares.


Broker-dealers
engaged by the selling security holders may arrange for other broker-dealers to
participate in sales. Broker-dealers may receive commissions or discounts from
the selling security holders (or, if any broker-dealer acts as agent for the
purchaser of shares, from



 1
 









the purchaser) in amounts
to be negotiated, which commissions as to a particular broker or dealer may be
in excess of customary commissions to the extent permitted by applicable law.


If sales of shares
offered under this prospectus are made to broker-dealers as principals, we
would be required to file a post-effective amendment to the registration
statement of which this prospectus is a part. In the post-effective amendment,
we would be required to disclose the names of any participating broker-dealers
and the compensation arrangements relating to such sales.


The selling
security holders and any broker-dealers or agents that are involved in selling
the shares offered under this prospectus may be deemed to be “underwriters”
within the meaning of the Securities Act in connection with these sales.
Commissions received by these broker-dealers or agents and any profit on the
resale of the shares purchased by them may be deemed to be underwriting
commissions or discounts under the Securities Act. Any broker-dealers or agents
that are deemed to be underwriters may not sell shares offered under this
prospectus unless and until we set forth the names of the underwriters and the
material details of their underwriting arrangements in a supplement to this
prospectus or, if required, in a replacement prospectus included in a
post-effective amendment to the registration statement of which this prospectus
is a part.


The selling
security holders and any other persons participating in the sale or
distribution of the shares offered under this prospectus will be subject to
applicable provisions of the Exchange Act, and the rules and regulations under
that act, including Regulation M. These provisions may restrict activities of,
and limit the timing of purchases and sales of any of the shares by, the selling
security holders or any other person. Furthermore, under Regulation M, persons
engaged in a distribution of securities are prohibited from simultaneously
engaging in market making and other activities with respect to those securities
for a specified period of time prior to the commencement of such distributions,
subject to specified exceptions or exemptions. All of these limitations may
affect the marketability of the shares.


If any of the
shares of common stock offered for sale pursuant to this prospectus are
transferred other than pursuant to a sale under this prospectus, then
subsequent holders could not use this prospectus until a post-effective
amendment or prospectus supplement is filed, naming such holders. We offer no
assurance as to whether any of the selling security holders will sell all or
any portion of the shares offered under this prospectus.


We have agreed to
pay all fees and expenses incident to the registration of the shares being
offered under this prospectus. However, each selling security holder and
purchaser is responsible for paying any discounts, concessions and similar
selling expenses they incur.


We and certain of
the selling security holders have agreed to indemnify one another against
certain losses, damages and liabilities arising in connection with this
prospectus, including liabilities under the Securities Act.



 2















Exhibit A


GEOPETRO RESOURCES COMPANY


SELLING
SECURITY HOLDER QUESTIONNAIRE


This Questionnaire is being
provided to certain security holders (each a “Selling Security Holder”) of
GeoPetro Resources Company, a California corporation (the “Company”), in connection
with a registration statement (the “Registration Statement”) that the Company
intends to file with the Securities and Exchange Commission (“Commission”). The
Registration Statement is intended to cover certain shares of common stock that
may be offered for resale by the Selling Security Holders.


This Questionnaire must be
completed by each Selling Security Holder so that the information collected and
the shares owned can be included in the Registration Statement as appropriate.
Certain legal consequences arise from being named as a Selling Security Holder
in the Registration Statement. Accordingly, holders and beneficial owners of
registrable securities are advised to consult their own securities law counsel
regarding the consequences of being named or not being named as a Selling
Security Holder in the Registration Statement.


Enclosed with this
Questionnaire is a draft of the Plan of Distribution section of the
Registration Statement. Please complete
and return one executed copy of this Questionnaire, together
with any comments you may have on the Plan of Distribution, as soon as possible
and in any event no later than 2:00 p.m.
(Pacific time) on , 2007, to the Agent (as defined in the Subscription
Agreement).


Please keep an extra copy of
the completed Questionnaire, since as described on the signature page of the
Questionnaire, you must promptly update your
answers to the Questionnaire if your answers change, by providing
updated information to the Company as follows


 


[TO
COME]


 


The information requested in
this Questionnaire is specifically required by the rules of the Commission and
certain court interpretations of those rules. Please bear in mind that the
rules of the Commission concerning registration statements require that they
contain no false or misleading statement with respect to any “material” fact
and that they do not omit a material fact necessary in order to make the
statements made therein, in light of the circumstances under which they were
made, not misleading. In the context of the Registration Statement, information
generally would be considered “material” if there would be a substantial
likelihood that a reasonable investor would consider the information important
in deciding whether to purchase the Company’s securities.


The information that you
supply in response to this Questionnaire will be used to ensure that certain
data to be included in the Registration Statement will be correct. Please
exercise great care in completing this Questionnaire. Under certain
circumstances, Selling Security Holders are subject to personal liability if
the Registration Statement misrepresents a material



 A-1
 









fact
or omits a material fact. Your best defense, if the Registration Statement is
defective, is that you exercised due diligence concerning the accuracy of the
Registration Statement.


Certain terms used in this
Questionnaire have been defined by the Commission and thus have particular
meanings for purposes of this Questionnaire. These terms are defined in the
footnotes set forth at the end of the Questionnaire.


The more frequently used
terms are also explained here: (a) “Company” refers to GeoPetro Resources
Company; (b) an “affiliate” of a specified entity (including the Company)
is an individual or organization which directly or indirectly, through one or
more intermediaries, controls, is controlled by or is under common control with
such specified entity; (c) a “parent” is an “affiliate” controlling another
person or entity directly or indirectly, through one or more intermediaries;
and (d) “Control” means the possession, direct or indirect, of the power to
direct or cause the direction of the management and policies of a person or
entity whether through the ownership of voting securities, by contract, or
otherwise (for purposes of this Questionnaire, please assume that ownership of
5% of any class of equity securities of a company (including the Company) also
constitutes “Control”).



 A-2
 









GEOPETRO
RESOURCES COMPANY

SELLING SECURITY HOLDER QUESTIONNAIRE


The undersigned hereby
elects to include in the Registration Statement the registrable securities
beneficially owned by it. The undersigned, by signing and returning this
Questionnaire, agrees to be bound with respect to such registrable securities
by the terms and conditions of this Questionnaire and the related registration
rights agreement, as if the undersigned was an original party thereto. The
undersigned hereby provides the following information to the Company and
represents and warrants that such information is accurate and complete:


Please answer each question, even if the answer is “0,” “No”
or “None.”


If
you need more space, please attach your answers on a separate sheet of paper.
Should you fail to provide a response to a particular question, the Company
will assume that the correct response to such question is negative.


Unless
otherwise stated, this Questionnaire seeks information as of the Closing Date
(referred to below as the “Questionnaire Date”).


	
  1.

  	
   

  	
  Please set forth below the following information:

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Address for
  communications regarding this Questionnaire and the Registration

  	
   

  
	
   

  	
   

  	
  Statement:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Taxpayer
  Identification Number/SSN:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Daytime
  Telephone Number:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Evening
  Telephone Number:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Fax Number:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  *E-mail address: 

  	
   

  	
   

  
										



 


Please be sure to
fill in all of the above-requested contact information so that the company can
more readily provide you with further information or otherwise follow-up with
you regarding this questionnaire and the registration statement. *It is particularly important that you provide your current e-mail
address, as the company intends that most, if not all, future communications
regarding the registration statement will be sent via e-mail.



 A-3
 









2.                                       Please
complete the following table concerning each type of equity security(1) of the
Company that you beneficially own(2) or have the right to acquire beneficial
ownership(2) of within sixty days after the Questionnaire Date.


A.                                   Common
Stock


 


	
  1.

  	
  Number of shares: 

  	
   

  
	
   

  	
   

  
	
  2.

  	
  How and when the shares were acquired: 

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  3.

  	
  Name(s) of record owner(s): (if more than one owner,
  indicate number of shares owned by 

  
	
   

  	
  each record owner): 

  	
   

  
	
   

  	
   

  
					



 


B.                                     Options/Warrants:


	
  Date
  of Warrant/

  Option

  	
   

  	
  Number of

  Common Shares

  Underlying

  Warrant/Option

  	
   

  	
  How and When Did You Acquire

  Warrant/Option

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  



 


3.                                       Other
than as listed in your answer to Question 2, do you have the right to
acquire beneficial ownership of any other equity securities of the Company
within sixty (60) days after the Questionnaire Date, either: (a) through the
exercise of any option, warrant, or right, (b) through the conversion of a security,
(c) pursuant to the power to revoke a trust, discretionary account, or similar
arrangement, or (d) pursuant to the automatic termination of a trust,
discretionary account, or similar arrangement? If the answer is “Yes,” please
set forth the class of equity security and affected number of shares and
provide full details concerning the right to acquire beneficial ownership,
including exact dates when the right first comes into existence and number of
shares as to which the right relates.                                                                                                                                                                                            


                                                                                                                                                                                          


                                                                                                                                                                                                                                                                                                                                                                                    



 A-4
 









4.                                       As
to the securities indicated as being beneficially owned(2) in answer to
Questions 2 or 3, does any person other than the person identified as the
beneficial owner have either: (a) the sole or shared power to vote or to direct
the vote of any of such securities and (b) the sole or shared power to dispose
or to direct the disposition of any of such securities? If the answer is “Yes”
to either of the foregoing questions, please set forth the name, address and title/capacity (e.g.,
parent, legal guardian, joint owners (if securities are held jointly),
executor, etc.) of each person who has such power or with whom the indicated
beneficial owner shares such power, together with the number of shares to which such right
relates.                                                                                                                                   


                                                                                                                                                                                          


                                                                                                                                                                                                                                                                                                                                                                                     


5.                                       As
to the securities indicated as being beneficially owned(2) in answer to
Questions 2, 3 and 4, if the beneficial owner or owners listed are entities (e.g., trusts, corporations,
partnerships, LLCs, etc.) rather than individuals, please set forth the name, address and title/capacity (e.g.,
trustee, president, partner, etc.) of each individual who has (a) the sole or
shared power to vote or to direct the vote of any of such securities or (b) the
sole or shared power to dispose or to direct the disposition of any of such
securities, together with the number of
shares to which such right relates. Please also indicate the state or other jurisdiction in which the
entity is organized or domiciled.                              


                                                                                                                                                                                          


                                                                                                                                                                                                                                                                                                                                                                                     


6.                                       Please
describe any material transaction(3) that occurred or has been ongoing on or
after January 1, 2003, and also describe any proposed transaction, to which the
Company or any affiliate was, is, or will be a party and in which (a) you, (b)
any immediate family member(4), or (c) any firm, corporation, or other entity
in which you or any immediate family member had, have, or will have a position
or relationship had, have, or will have any direct or indirect interest, and
indicate the nature and amount of such interest and the amount of such
transaction. This question applies to any material transaction with the Company
or any affiliate, whether or not in the ordinary course of business, other than
transactions which arise solely out of a person’s status with respect to the
Company or to a subsidiary and for which such person receives no extra or
special benefit (e.g., dividends in the case of a stockholder or salaries or
stock options in the case of a director, officer, or employee).                                                                    


                                                                                                                                                                                          


                                                                                                                                                                                                                                                                                                                                                                                     



 A-5
 









7.                                       Other
than as may be disclosed in answer to Question 6, please state the nature of
any position, office, or other relationship which you have had on or after
January 1, 2003, now have, or it is now proposed that you will have, with the
Company, any predecessor of the Company, any subsidiary of the Company, or any
other affiliate of the Company.                                                                                                                   


                                                                                                                                                                                          


                                                                                                                                                                                                                                                                                                                                                                                     


8.                                       Broker-Dealer/Exchange
Member. Are you a broker-dealer registered with the securities and exchange
commission or designated as a member of the national association of securities
dealers, inc. Or a national securities exchange (a “member”)?


Yes  o                                                                  No  o


If you answered “Yes” to this
item 8, then please:


A.                                   Explain how you are a Member:


                                                                                                                                                                                          


                                                                                                                                                                                                                                                                                                                                                                                     


B.                                     Initial the appropriate space at the top of
the next page based on the following:


I acknowledge that the Commission
requires that i must be named as an underwriter in the prospectus and am
subject to the rules, regulations and responsibilities applicable to
underwriters unless:


(a)                                  I
am not acting as an underwriter in the offering covered by the prospectus,


(b)                                 I
purchased or received the securities to be resold by me under the prospectus in
the ordinary course of business, as transaction-based compensation for
investment banking services, and


(c)                                  At
the time of such purchase or receipt i had no agreements or understandings,
directly or indirectly, with any person to distribute the securities.


I hereby represent and
warrant to the company that (initial one):


I meet criteria (a), (b)
and (c); or


 


I do not meet criteria
(a), (b) and (c) because:


                                                                        


                                                                                                                                               



 A-6
 









If you meet criteria (b), please explain the manner in which the
compensation for investment banking services was computed:


                                                                                                                                                                            


                                                                                                                                                                                                                                                                                                                                                        


9.                                       Affiliation
or Association with Broker-Dealer. Are you an officer, director, general
partner, controlling stockholder or subsidiary of any member or a subsidiary of
such controlling stockholder, or a member of the immediate family4 of
any such person, or under common control with a member (collectively,  “affiliates of a member”).


Yes  o                                                                  No  o


If you answered “Yes” to
this item 9, then please:


A.                                   Explain your relationship to the Member or
Affiliate of a Member:


                                                                                                                                                                                           


                                                                                                                                                                                                                                                                                                                                                                                      


 



 A-7
 









B.                                     Initial the appropriate space below based on
the following:


I acknowledge that the Commission may require that I be named as an
underwriter in the prospectus and be subject to the rules, regulations and
responsibilities applicable to underwriters unless:


(a)                                  I
am not acting as an underwriter in the offering covered by the prospectus,


(b)                                 I
purchased or received the securities to be resold by me under the prospectus in
the ordinary course of business, and


(c)                                  At
the time of such purchase or receipt I had no agreements or understandings,
directly or indirectly, with any person to distribute the securities.


I hereby represent and warrant to the Company that (initial one):


I meet criteria (a), (b)
and (c); or


 


I do not meet criteria
(a), (b) and (c) because:


                                                                                                                                                 


10.                                 Other
than as described in questions 8 and 9, are you a broker-dealer or are you
affiliated or associated with a broker-dealer?


A.                                   Yes:
 o  Please provide details:


B.                                     No:
  o  


11.                                 Please
indicate whether you have comments regarding the enclosed Plan of Distribution:


A.                                   Yes, my comments are attached:  o


B.                                     No, I do not have comments:  o


12.                                 With regard to the attached Plan of
Distribution, I acknowledge that I am aware of the Commission Staff’s position
that any short sales “against the box” prior to the effective date of the
Registration Statement may not be covered with shares registered under the
Registration Statement, and that I will comply with that prohibition. I also
acknowledge that I will comply with all selling restrictions contained in any
investors’ rights agreement, registration rights agreement or other agreement
to which I am a party.



 A-8
 









13.                                 Please
indicate whether you have entered into, or intend to enter into, any agreement
with a prospective underwriter for the shares to be included in the
Registration Statement:


A.                                   Yes, I have entered into an underwriting arrangement,
and  details are set forth below. o              


B.                                     No, I have not entered into an underwriting
arrangement, but I intend to enter into an underwriting arrangement, and details
are set forth below. o               


C.                                     No, I have not entered into an underwriting
arrangement, and I do not intend to enter into an underwriting arrangement. o                   


                                                                                                                                                                            


                                                                                                                                                                            


The answers I have supplied to the questions
in this Questionnaire are true, complete, and correct to the best of my
knowledge after reasonable inquiry. I will
promptly notify counsel to the Company (whose contact information is set forth
on the cover page to this Questionnaire) in writing if any event occurs between
now and the termination of the distribution of securities pursuant to the
Registration Statement that causes the answer to any question to change.


I acknowledge that this obligation includes the
obligation to promptly notify counsel to the Company if any event causes a
change in my beneficial ownership of the Company’s securities. I will specifically reference this
Questionnaire when providing updated information to the Company’s counsel.


By signing below, I acknowledge that I
understand my obligation to comply, and agree that I will comply, with the
provisions of the Securities Act of 1933 and the Securities Exchange Act of
1934 and the rules and regulations thereunder, particularly the prospectus
delivery requirements and Regulation M. If I transfer all or any portion of the
registrable securities other than pursuant to a sale under the Plan of
Distribution, I will notify the transferee(s) at the time of the transfer of
their rights and obligations under this Questionnaire and the registration
rights agreement. I consent to the disclosure of the information contained
herein in the Registration Statement and related prospectus. I understand that
such information will be relied upon by the Company and its advisors in
connection with the preparation of the Registration Statement and related
prospectus.



 A-9
 









IN WITNESS
WHEREOF, I have, by authority duly given or held, caused this Questionnaire to
be executed and delivered to the Company.


 


	
  Date:

  	
   

  	
  2007

  	
   

  	
   

  
	
   

  	
   

  	
  Signature

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Print Name

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Title/Position – if Selling Security Holder is not an

  
	
   

  	
   

  	
  individual (e.g., a trust, corporation,
  partnership,

  
	
   

  	
   

  	
  LLC, etc.)

  



 


FOOTNOTES


1.                               The
term “equity security” means any stock or similar security, certificate
or interest or participation in any profit sharing agreement, reorganization
certificate or subscription, transferable share, voting trust certificate or
certificate of deposit for an equity security, limited partnership interest,
interest in a joint venture, or certificate of interest in a business trust; or
any security convertible with or without consideration into such a security, or
carrying any warrant or right to subscribe to or purchase such a security; or
any such warrant or right; or any put, call, straddle or other option or
privilege of buying such a security from or selling such a security to another
without being bound to do so.


2.                               You
are the “beneficial owner” of a security if you, directly or indirectly,
through any contract, arrangement, understanding, relationship, or otherwise
have a right to share:  (1) voting
power which includes the power to vote, or to direct the voting of, such
security, or (2) investment power which includes the power to dispose, or
to direct the disposition, of such security. You are also the beneficial owner
of a security if you, directly or indirectly, create or use a trust, proxy,
power of attorney, pooling arrangement or any other contract, arrangement, or
device with the purpose or effect of divesting yourself of beneficial ownership
of a security or preventing the vesting of such beneficial ownership. Finally,
you are deemed to be the beneficial owner of a security if you have the right
to acquire beneficial ownership of such security at any time within sixty days
including, but not limited to, any right to acquire such security (a) through
the exercise of any option, warrant or right, (b) through the conversion
of a security, (c) pursuant to the power to revoke a trust, discretionary
account, or similar arrangement, or (d) pursuant to the automatic
termination of a trust, discretionary account or similar arrangement.


3.                               The
term “transaction” is to be understood in its broadest sense, and
includes the direct or indirect receipt of anything of value. Please note that
indirect as well as direct material interests in material transactions are to
be disclosed, so that transactions in which you would have a direct interest
would include your purchasing or leasing anything (stock in a business acquired
by the Company, office space, plants, Company apartments, computers, raw
materials, finished goods, etc.) from or selling or leasing anything to, or
borrowing or



 A-10
 









lending cash or other property from or to the Company,
its parent or any subsidiary with respect to any indebtedness. You might be deemed
to have an indirect material interest in similar transactions with the Company
by any corporation or organization referred to in question (6) above. These
examples are not meant to be exhaustive, and you are requested to describe any
other type of material transaction in which you or your associates may have a
direct or indirect material interest. The materiality of any interest is to be
determined on the basis of the significance of the information to investors in
light of all the circumstances of the particular case. The importance of the
interest to the person having the interest, the relationship of the parties to
the transaction with each other and the amount involved in the transaction are
among the factors to be considered in determining the significance of the
information to investors.


4.                               For
purposes of this Question, a person’s “immediate family” includes such
person’s spouse, parents, children, siblings, mothers and fathers-in-law, sons
and daughters-in-law, and brothers and sisters-in-law.



 A-11