Exhibit 10.32
PROMISSORY NOTE
1.
FOR VALUE RECEIVED, the undersigned, GeoPetro Resources Company, a
California corporation (“Maker”), promises to pay to
,
(“Payee”), the principal sum of
($ )
(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 $ 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
default (the “Events of Default”): (a) Maker
breaches its obligations under the Warrant Certificate; or
(b) Maker fails to fulfill its obligations under
Section 2 of this Note.
5.
