0001104659-07-063059 Sample Contracts

Contract
Geopetro Resources Co • August 16th, 2007 • Oil & gas field exploration services • California

THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS. THIS WARRANT AND THE COMMON STOCK ISSUABLE UPON EXERCISE OF THIS WARRANT MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THIS WARRANT UNDER SAID ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO GEOPETRO RESOURCES COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.

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REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • August 16th, 2007 • Geopetro Resources Co • Oil & gas field exploration services • California

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:

GEOPETRO RESOURCES COMPANY
Subscription Agreement • August 16th, 2007 • Geopetro Resources Co • Oil & gas field exploration services • California

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:

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