1. FOR VALUE RECEIVED, the undersigned, GeoPetro Resources Company, a California corporation
(“Maker”), promises to pay to , (“Payee”), the principal sum of (__DOCTEXT__nbsp; ) (the “Principal
Amount”) together with interest accruing on the unpaid portion of the Principal Amount from the date hereof until
maturity at the annual rate of percent ( %), with such interest payable quarterly in arrears. This
promissory note shall be referred to herein as the “Note.” The Principal Amount and all accrued and unpaid
interest thereon shall be due and payable on , (the “Maturity Date”). The Principal Amount and
any accrued and unpaid interest thereon may be prepaid at any time prior to the Maturity Date without penalty.
2. In conjunction herewith, Payee or Payee’s designee, shall receive warrants in the form attached as an
exhibit hereto (the “Warrant Certificate”), to purchase shares of no par voting common stock of Maker
(“Shares”) at a price of __DOCTEXT__nbsp; per Share (the “Exercise Price”), with such Exercise Price being subject to
equitable adjustment in the event of a split or reverse split of the Shares prior to expiration of the warrants. The
warrants shall be exercisable during the period commencing upon the date hereof and ending on , as
specifically set forth in the Warrant Certificate.
3. Payee agrees that all amounts due hereunder, including Principal Amount and any accrued and unpaid
interest thereon, shall be subordinated to any existing or hereinafter created loan obligations payable by Maker to
the Bank of Oklahoma, National Association.
4. Payee shall have the right to accelerate this Note and to declare the entire unpaid Principal Amount
and the obligations evidenced hereby immediately due and payable and to seek and obtain payment of this Note
upon the occurrence of any of the following events of defau