Exhibit
4.5


 


FOURTH AMENDED


 


CERTIFICATE OF DESIGNATION OF


 


SERIES B SENIOR CONVERTIBLE PREFERRED STOCK


 


OF


 


GEOKINETICS INC.


 


PURSUANT TO SECTION 151(g) OF THE


 


GENERAL CORPORATION LAW OF THE STATE OF DELAWARE


 


Geokinetics Inc (the “Corporation”),
a corporation organized and existing under the laws of the State of Delaware,
hereby certifies that:


 


ONE:                                        The Certificate
of Designation of Series B Senior Convertible Preferred Stock of the
Corporation was filed with the Secretary of State of the State of Delaware on September 8,
2006.


 


TWO:                                    The Certificate
of Designation of Series B Senior Convertible Preferred Stock of the
Corporation was amended by that certain Amended Certificate of Designation of Series B
Senior Convertible Preferred Stock of the Corporation, filed with the Secretary
of State of the State of Delaware on July 28, 2008 and which provided
that: (i) the Series B Senior Convertible Preferred Stock of the
Corporation be designated Series B-1 Senior Convertible Preferred Stock
(the “Series B-1 Preferred Stock”) and (ii) a new series of
preferred stock of the Corporation, par value $10.00 per share, be created out
of the authorized but unissued shares of capital stock of the Corporation and
be authorized to be issued, with such series to be designated Series B-2
Senior Convertible Preferred Stock (the “Series B-2 Preferred Stock”),
and consist of 350,000 shares, par value $10.00 per share, of which the powers,
preferences and relative, participating, optional and other rights, and the
qualifications, limitations, and restrictions of the Series B-1 Preferred
Stock and the Series B-2 Preferred Stock (collectively, (the “Series B
Preferred Stock”), shall be, in addition to those set forth in the
Corporation’s Certificate of Incorporation, all in accordance with the
provisions of Section 151(g) of the General Corporation Law of the
State of Delaware, as set forth therein.


 


THREE:                      The Certificate
of Designation of Series B Senior Convertible Preferred Stock of the
Corporation was further amended by the Second Amended Certificate of
Designation of Series B Senior Convertible Preferred Stock of the
Corporation, filed with the Secretary of State of the State of Delaware on February 23,
2009.


 


FOUR:                                The Certificate
of Designation of Series B Senior Convertible Preferred Stock of the
Corporation was further amended by the Third Amended Certificate of Designation
of Series B Senior Convertible Preferred Stock of the Corporation, filed
with the Secretary of State of the State of Delaware on December 18, 2009.


 

















 


FIVE:             Pursuant to the authority
expressly granted to and vested in the Board of Directors of the Corporation by
Article FOURTH of the Corporation’s Certificate of Incorporation (the “Certificate
of Incorporation”), the Board of Directors for the Corporation, at a
meeting duly and properly called and held December 2, 2009, duly adopted a
resolution providing that the Third Amended Certificate of Designation of Series B
Senior Convertible Preferred Stock of the Corporation be amended in its
entirety, as follows:


 


SIX:                      The shares of
Preferred Stock previously designated “Series B-1 Preferred Stock” shall
for all purposes of this Third Amended Certificate of Series B Convertible
Preferred Stock of the Corporation shall be renamed and designated “Series B
Preferred Stock.”


 


SEVEN:                                                 The share of
Preferred Stock previously designated “Series B-2 Preferred Stock” shall
be cancelled.


 


(1)                                 Series B Preferred Stock.


 


(a)                                 Dividends.


 


(i)                                     The holders of Series B Preferred
Stock, prior and in preference to any declaration or payment of any dividend on
any class or series of capital stock of this Corporation, shall be entitled to
receive cumulative dividends at the applicable Dividend Rate (as defined
below).  For purposes of this Section 1(a)(i),
“Dividend Rate” shall mean 9.75% per annum, compounded quarterly, of the
Original Issue Price (defined in Section 1(b)(i) below) for each
share of Series B Preferred Stock. 
At the option of the Corporation, all or any portion of dividends
payable on shares of Series B Preferred Stock on any quarterly dividend
payment date through and including December 16, 2015 may be paid in
additional shares of Series B Stock, instead of cash.  The value of each share of Series B
Preferred Stock paid in lieu of cash shall be equal to the Original Issue
Price.  After December 16, 2015, all
dividends shall be paid in cash when, and if declared. All unpaid dividends on Series B
Preferred Stock shall be cumulative and shall accrue, compounding quarterly,
regardless of whether or not the Corporation shall have funds legally available
for the payment of such dividends.


 


(ii)                                  After payment of the dividends provided
for in Section 1(a)(i), any additional dividends or distributions shall be
distributed among all holders of Common Stock and, Series B Preferred Stock,
and other preferred securities which are convertible into shares of Common
Stock, in proportion to the number of shares of Common Stock that would be held
by each such holder if all shares of Series B Preferred Stock and other
preferred securities were converted to Common Stock at the then-effective
conversion rate.


 


(b)                                 Liquidation Preference.


 


(i)                                     The holders of Series B Preferred
Stock, in the event of any Liquidation Event (as defined below), either
voluntary or involuntary, shall be entitled to receive, prior and in preference
to the distribution of any proceeds of such Liquidation Event (the “Proceeds”)
to the holders of Common Stock and other preferred securities (but pari passu to any holder of Series C Preferred Stock),
an amount per share (the “Liquidation Preference Amount”) equal to (A) the
sum of the Original Issue Price (as defined below) for the Series B
Preferred Stock, plus (B) any accrued but unpaid dividends, which have
been accrued to the date


 


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of payment. In case the net assets of the Corporation
legally available therefor are insufficient to permit the payment upon all
outstanding shares of Series B Preferred Stock of the full preferential
amount to which the holders of such shares are entitled, then such net assets
shall be distributed ratably upon outstanding shares of Series B Preferred
Stock in proportion to the full preferential amount to which each such share is
entitled. For purposes hereof, “Original Issue Price” shall mean $250.00
per share for each share of Series B Preferred Stock (as adjusted for any
stock splits, stock dividends, combinations, subdivisions, recapitalizations or
the like with respect to the Series B Preferred Stock).


 


(ii)                                  After the payment of the Liquidation
Preference Amount with respect to each share of Series B Preferred Stock,
the holders of Series B Preferred Stock will have the right following a
Liquidation Event to receive an additional distribution for each share of Series B
Preferred Stock equal to the excess, if any, of (i) the aggregate amount
distributable with respect to each share of Common Stock following the
Liquidation Event multiplied times the number of shares of Common Stock into
which each share of Series B Preferred Stock is convertible at the
Conversion Rate effective at the time of the Liquidation Event over (ii) the
Liquidation Preference Amount.  As a
result, the total amount distributed with respect to each share of Series B
Preferred Stock following a Liquidation Event will be not less than the amount
determined as if all shares of Series B Preferred Stock had been converted
to Common Stock at the conversion rate applicable at the time of the
Liquidation Event.  In view of this
additional distribution right, the Corporation and the holders of the Series B
Preferred Stock expect that the Series B Preferred Stock will not be
treated as “preferred stock” for federal income tax purposes under Treasury
Regulation § 1.305-5(a).


 


(iii)                               For purposes of this Section 1(b), a “Liquidation
Event” shall include (A) the sale, transfer or other disposition of
all or substantially all of the Corporation’s assets, (B) the merger or
consolidation of the Corporation with or into another entity (except a merger
or consolidation in which the holders of capital stock of the Corporation
immediately prior to such merger or consolidation continue to hold at least 50%
of the voting power of the capital stock of the Corporation or the surviving or
acquiring entity following such merger or consolidation), (C) the transfer
(whether by merger, consolidation, exchange, reorganization or otherwise), in
one transaction or a series of related transactions, to a person or group of
affiliated persons (other than Avista Capital Partners, L.P. and its
affiliates), of the Corporation’s equity securities if, after such transfer,
such person or group of affiliated persons would hold 50% or more of the
outstanding voting stock of the Corporation (or the surviving or acquiring
entity) or (D) a liquidation, dissolution or winding up of the
Corporation; provided, however, that a transaction shall not constitute a
Liquidation Event if its sole purpose is to change the state of the Corporation’s
incorporation or to create a holding company that will be owned in
substantially the same proportions by the persons who held the Corporation’s
securities immediately prior to such transaction. The treatment of any
particular transaction or series of related transactions as a Liquidation Event
hereunder may be waived by the vote or written consent of the holders of a
majority of the outstanding Series B Preferred Stock (voting on an as
converted basis).


 


(iv)                              In any Liquidation Event, if Proceeds
received by the Corporation or its stockholders are other than cash, their
value will be deemed their fair market value. The determination of such fair
market value shall be made by the Board of Directors of the 


 


3

















 


Corporation or as otherwise may be set forth in the
definitive agreements governing such Liquidation Event.


 


(c)                                  Redemption Rights.


 


(i)                                     If, at any time after December 16,
2015, the holders of not less than a majority of the shares of Series Preferred
Stock then outstanding deliver written notice to the Corporation of such
holders’ desire to have the Series B Preferred Stock redeemed, all
outstanding shares of Series B Preferred Stock, if not previously
converted pursuant to Section 1(d), shall be redeemed by the Corporation
on a date which is not more than 90 days after the date on which such written
notice was given to the Corporation by the holders of the Series B
Preferred Stock.  Each share of Series B
Preferred Stock to be redeemed hereunder shall be redeemed by payment by the
Corporation in cash of the Redemption Price (as defined below). For purposes
hereof, the term “Redemption Price” shall mean, with respect to each
share of Series B Preferred Stock, an amount equal to the Liquidation
Preference Amount.


 


(ii)                                  Any redemption pursuant to Sections 1(c)(i) above
shall be preceded by written notice from the Corporation to each holder of Series B
Preferred Stock stating the date fixed for redemption, the Redemption Price and
the place at which holders of Series B Preferred Stock may obtain payment
of the Redemption Price upon surrender of their respective stock certificates.


 


(iii)                               All shares of Series B Preferred Stock redeemed,
otherwise acquired or returned (as a result of conversion or otherwise) by the
Corporation shall immediately be canceled and shall not be reissued.


 


(d)                                 Conversion. The holders of the Series B Preferred Stock
shall have conversion rights as follows (the “Conversion Rights”):


 


(i)                                     Right to Convert. Each share of Series B Preferred
Stock shall be convertible, at the option of the holder thereof, at any time
after the date of issuance of such share, at the office of the Corporation or
any transfer agent for such stock, into such number of fully paid and
nonassessable shares of Common Stock as is determined by dividing the
Liquidation Preference Amount for the Series B Preferred Stock by the
applicable Conversion Price (as defined below) for the Series B Preferred
Stock (the conversion rate for Series B Preferred Stock into Common Stock
is referred to herein as the “Conversion Rate”), determined as hereafter
provided, in effect on the date the certificate is surrendered for conversion.
The “Conversion Price” per share for Series B Preferred Stock shall
be $17.44 (which amount takes into account the 1-for-10 stock split of the
Corporation effective as of November 3, 2006); provided, however, that the
Conversion Price for the Series B Preferred Stock shall be subject to
adjustment as set forth in subsection 1(e)(iv).


 


(ii)                                  Corporation Conversion Election. At the election of the Corporation,
each share of Series B Preferred Stock shall be converted into shares of
Common Stock at the Conversion Rate at the time in effect for Series B
Preferred Stock immediately upon the Corporation’s sale of its Common Stock in
an underwritten public offering pursuant to an effective registration statement
under the Securities Act of 1933, as amended (the “Securities


 


4

















 


Act”), covering the offer and sale of Common Stock (A) at
an offering price per share of not less than $35.00 (as adjusted for any stock
splits, stock dividends, combinations, subdivisions or the like), (B) which
results in net proceeds to the Corporation and the selling stockholders, if
any, of not less than $75,000,000, and (C) after which the Common Stock is
listed on the NYSE, AMEX or the NASDAQ National Market (a “Qualified Public
Offering”).


 


(iii)                               Mechanics of Conversion. Before any holder of Series B Preferred Stock
shall be entitled to voluntarily convert the same into shares of Common Stock,
such holder shall surrender the certificate or certificates therefore, duly
endorsed, at the office of the Corporation or of any transfer agent for the Series B
Preferred Stock, and shall give written notice to the Corporation at its
principal corporate office, of the election to convert the same and shall state
therein the name or names in which the certificate or certificates for shares
of Common Stock are to be issued. The Corporation shall, as soon as practicable
thereafter, issue and deliver at such office to such holder of Series B
Preferred Stock, or to the nominee or nominees of such holder, a certificate or
certificates for the number of shares of Common Stock to which such holder
shall be entitled as aforesaid. Such conversion shall be deemed to have been
made immediately prior to the close of business on the date of such surrender
of the shares of Series B Preferred Stock to be converted, and the person
or persons entitled to receive the shares of Common Stock issuable upon such
conversion shall be treated for all purposes as the record holder or holders of
such shares of Common Stock as of such date. If the conversion is in connection
with an underwritten offering of securities registered pursuant to the
Securities Act of 1933, as amended, the conversion may, at the option of any holder
tendering Series B Preferred Stock for conversion, be conditioned upon the
closing with the underwriters of the sale of securities pursuant to such
offering, in which event the persons entitled to receive the Common Stock upon
conversion of the Series B Preferred Stock shall not be deemed to have
converted such Series B Preferred Stock until immediately prior to the
closing of such sale of securities. If the conversion is in connection with
automatic conversion provisions of subsection 1(d)(ii) above, such
conversion shall be deemed to have been made on the conversion date described
in the stockholder consent approving such conversion, and the persons entitled
to receive shares of Common Stock issuable upon such conversion shall be
treated for all purposes as the record holders of such shares of Common Stock
as of such date.


 


(iv)                              Conversion Price Adjustments of Series B
Preferred Stock for Certain Dilutive Issuances, Splits and Combinations. The Conversion Price of the Series B
Preferred Stock shall be subject to adjustment from time to time as follows:


 


(A)                               Conversion Price Adjustments.


 


1.              If the Corporation shall issue, on or
after the date upon which this Third Amended Certificate of Designation is
accepted for filing by the Secretary of State of the State of Delaware (the “Filing
Date”), any Additional Stock (as defined below) for a consideration per
share less than the Conversion Price applicable to the Series B Preferred
Stock in effect immediately prior to the issuance of such Additional Stock, and
if the aggregate dollar amount of (A) all previous issuances of Additional
Stock since the Filing Date and (B) all issuances of Additional Stock as
consideration in the Acquisition or pursuant to the Public Offering, as such
terms are defined in that certain Amended and Exchange Agreement dated December 2,
2009, by and among the Corporation, Avista Capital Partners, L.P., Avista 


 


5

















 


Capital Partners
(Offshore), L.P. and Levant America S.A., is less than $50,000,000 (determined
by aggregating all issuances of Additional Stock made after the Filing Date and
as consideration in the Acquisition or pursuant to the Public Offering) the
Conversion Price for the Series B Preferred Stock in effect immediately
prior to each such issuance shall forthwith be adjusted to a price equal to the
per share consideration paid or given for such Additional Stock; provided, however,
if the Corporation shall issue, on or after the Filing Date, any Additional
Stock after the aggregate amount of previous issuances made after the Filing
Date are in excess of $50,000,000 (determined by aggregating all previous
issuances of Additional Stock made after the Filing Date and as consideration
in the Acquisition or pursuant to the Public Offering) for a consideration per
share less than the Conversion Price applicable to the Series B Preferred
Stock in effect immediately prior to the issuance of such Additional Stock, the
Conversion Price for the Series B Preferred Stock in effect immediately prior
to each such issuance shall forthwith be adjusted to a price determined by
multiplying such Conversion Price by a fraction, the numerator of which shall
be the number of shares of Common Stock Outstanding (as defined below)
immediately prior to such issuance plus the number of shares of Common Stock
that the aggregate consideration received by the Corporation for such issuance
would purchase at such Conversion Price; and the denominator of which shall be
the number of shares of Common Stock Outstanding (as defined below) immediately
prior to such issuance plus the number of shares of such Additional Stock.  For purposes of this Section 1(d)(iv)(A),
the term “Common Stock Outstanding” shall mean and include the
following: (1) outstanding Common Stock, (2) Common Stock issuable
upon exercise of outstanding stock options, (3) Common Stock issuable upon
exercise of outstanding warrants to purchase Common Stock, (4) Common
Stock issuable upon conversion of the Series B Preferred Stock, and (5) Common
Stock issuable upon the conversion of any other series or class of equity
securities issued after the date hereof which is convertible into shares of
Common Stock.  Shares described in (1) through
(3) above shall be included whether vested or unvested, whether contingent
or non-contingent and whether exercisable or not yet exercisable.


 


2.              Notwithstanding anything to the contrary
set forth in this Certificate of Designation, no adjustment of the Conversion
Price for the Series B Preferred Stock shall be made in respect of
issuances of Additional Stock as consideration in the Acquisition.


 


3.              No adjustment of the Conversion Price for
the Series B Preferred Stock shall be made in an amount less than one cent
per share, provided that any adjustments that are not required to be made by
reason of this sentence shall be carried forward and shall be either taken into
account in any subsequent adjustment made prior to three (3) years from
the date of the event giving rise to the adjustment being carried forward, or
shall be made at the end of three (3) years from the date of the event
giving rise to the adjustment being carried forward. Except to the limited
extent provided for in subsections 1(d)(iv)(A)(5)(c) and (5)(d), no
adjustment of such Conversion Price pursuant to this subsection 1(d)(iv) shall
have the effect of increasing the Conversion Price above the Conversion Price
in effect immediately prior to such adjustment.


 


4.              In the case of the issuance of Additional
Stock for cash, the consideration shall be deemed to be the amount of cash paid
therefore before deducting any reasonable discounts, 


 


6

















 


commission or
other expenses allowed, paid or incurred by this corporation for any
underwriting or otherwise in connection with the issuance and sale thereof.


 


5.              In the case of the issuance of the
Additional Stock for a consideration in whole or in part other than cash, the
consideration other than cash shall be deemed to be the fair market thereof as
determined by the Board of Directors irrespective of any accounting treatment.


 


6.              In the case of the issuance of options to
purchase or rights to subscribe for Common Stock, securities by their terms
convertible into or exchangeable for Common Stock or options to purchase or
rights to subscribe for such convertible or exchangeable securities, the
following provisions shall apply for purposes of determining the number of
shares of Additional Stock issued and the consideration paid therefor:


 


a.                                      The aggregate maximum number of shares of
Common Stock deliverable upon exercise (assuming the satisfaction of any
conditions to exercisability, including without limitation, the passage of
time, but without taking into account potential antidilution adjustments) of
such options to purchase or rights to subscribe for Common Stock shall be
deemed to have been issued at the time such options or rights were issued and
for a consideration equal to the consideration (determined in the manner
provided in subsections 1(d)(iv)(A)(3) and (d)(iv)(A)(4)), if any,
received by the Corporation upon the issuance of such options or rights plus
the minimum exercise price provided in such options or rights (without taking
into account potential antidilution adjustments) for the Common Stock covered
thereby.


 


b.                                      The aggregate maximum number of shares of
Common Stock deliverable upon conversion or, or in exchange (assuming the
satisfaction of any conditions to convertibility or exchangeability, including,
without limitation, the passage of time, but without taking into account
potential antidilution adjustments) for, any such convertible or exchangeable
securities or upon the exercise of options to purchase or rights to subscribe
for such convertible or exchangeable securities and subsequent conversion or
exchange thereof shall be deemed to have been issued at the time such
securities were issued or such options or rights were issued and for a
consideration equal to the consideration, if any, received by the Corporation
for any such securities and related options or rights (excluding any cash
received on account of accrued interest or accrued dividends), plus the minimum
additional consideration, if any, to be received by the Corporation (without
taking into account potential antidilution adjustments) upon the conversion or
exchange of such securities or the exercise of any related options or rights
(the consideration in each case to be determined in the manner provided in
subsections 1(d)(iv)(A)(3) and 1(d)(iv)(A)(4).


 


c.                                       In the event of any change in the number
of shares of Common Stock deliverable or in the consideration payable to the
Corporation upon exercise of such options or rights or upon conversion of or in
exchange for such convertible or exchangeable shares, the Conversion Price of
the Series B Preferred Stock, to the extent in any way affected by or
computed using such options, rights or securities, shall be recomputed to
reflect such change, but no further adjustment shall be made for the actual
issuance of Common Stock or any payment of such consideration upon the exercise
of any such options or rights or the conversion or exchange of such securities.


 


7
















 


d.             The
number of shares of Additional Stock deemed issued and the consideration deemed
paid therefor pursuant to subsections 1(d)(iv)(A)(5)(a) and (b) shall
be appropriately adjusted to reflect any change, termination or expiration of
the type described in either subsection 1(d)(iv)(A)(5)(a) or (b).


 


(B)          “Additional
Stock” shall mean any shares of Common Stock issued (or deemed to have been
issued pursuant to subsection 1(d)(iv)(A)(5)) by the Corporation on or after
the Filing Date other than:


 


1.     Shares of Common Stock
issued to employees, directors, officers, consultants and other service
providers for the primary purpose of soliciting or retaining their services
pursuant to plans or agreements approved by this corporation’s Board of
Directors;


 


2.     Common Stock issued
pursuant to the conversion or exercise of convertible or exercisable securities
outstanding on the Filing Date;


 


3.     Common Stock or other
securities convertible into shares of Common Stock that are issued with the
approval of the holders of not less than a majority of the then-outstanding
shares of Series B Preferred Stock; and


 


4.     Common Stock issued
pursuant to the conversion of the Series B Preferred Stock.


 


(v)           In
the event the Corporation should at any time or from time to time after the Filing
Date fix a record date for the effectuation of a split or subdivision of the
outstanding shares of Common Stock or the determination of holders of Common
Stock entitled to receive a dividend or other distribution payable in
additional shares of Common Stock or other securities or rights convertible
into, or entitling the holder thereof to receive directly or indirectly,
additional shares of Common Stock (hereinafter referred to as “Common Stock
Equivalents”) without payment of any consideration by such holder for the
additional shares of Common Stock or the Common Stock Equivalents (including
the additional shares of Common Stock issuable upon conversion or exercise
thereof), then, as of such record date (or the date of such dividend
distribution, split or subdivision if no record date is fixed), the Conversion
Price of the Series B Preferred Stock shall be appropriately decreased so
that the number of shares of Common Stock issuable on conversion of each share
of such series shall be increased in proportion to such increase of the
aggregate of shares of Common Stock outstanding and those issuable with respect
to such Common Stock Equivalents.


 


If the number of shares of
Common Stock outstanding at any time after the Filing Date is decreased by a
combination of the outstanding shares of Common Stock, then, following the
record date of such combination, the Conversion Price for the Series B
Preferred Stock shall be appropriately increased so that the number of shares
of Common Stock issuable on conversion of each share of such series shall be
decreased in proportion to such decrease in outstanding shares.


 


(vi)          Reservation
of Common Stock. The Corporation shall reserve and keep available out of
its authorized but unissued Common Stock that number of shares of Common Stock
as shall from time to time be sufficient to effect the full conversion of all
outstanding shares of Series B Preferred Stock.


 


8

















 


(e)           Election
and Removal of Directors by Series B Preferred Stock.  Subject to Section 1(f)(ii), the holders
of record of the shares of Series B Preferred Stock, exclusively, shall be
entitled to nominate and elect one (1) director of the Corporation (the “Series B
Director”).  At each regularly
scheduled meeting of the Corporation’s stockholders which is called for the
purpose of electing members of the Board of Directors, the presence in person
or by proxy of the holders of a majority of the shares of Series B
Preferred Stock then outstanding shall constitute a quorum of the Series B
Preferred Stock for the purpose of electing the director by holders of the Series B
Preferred Stock.  A vacancy in said
directorship filled by the holders of Series B Preferred Stock shall be
filled only by vote or written consent in lieu of a meeting of the holders of
the Series B Preferred Stock.  The Series B
Director may be removed, with our without cause, by the holders of Series B
Preferred Stock in the same manner as such director may be elected hereunder.


 


(f)            Voting
Rights.


 


(i)            Except
as otherwise expressly provided herein or as required by law, the holders of Series B
Preferred Stock shall be entitled to vote on all matters upon which holders of
Common Stock have the right to vote and, with respect to such right to vote,
shall be entitled to notice of any stockholders’ meeting in accordance with the
Corporation’s Bylaws, and shall be entitled to a number of votes equal to the
number of shares of Common Stock into which such shares of Series B
Preferred Stock could then be converted, at the record date for the
determination of stockholders entitled to vote on such matters or, if no such
record date is established, at the date such vote is taken or any written
consent of stockholders is solicited. Except as otherwise expressly provided
herein, or to the extent class or series voting is otherwise required by law or
agreement, the holders of Series B Preferred Stock or Common Stock shall
vote together as a single class and not as separate classes.


 


(ii)           So
long as at least 125,000 shares of Series B Preferred Stock remain
outstanding, the Corporation shall not, without first obtaining the approval
(by vote or written consent, as provided by law) of not less than a majority of
the then-outstanding shares of the Series B Preferred Stock, as determined
on a fully diluted and as-converted basis:


 


(A)          Amend
the Corporation’s Certificate of Incorporation or Bylaws in any material
respect (other than an amendment to change the name of the Corporation);


 


(B)          Declare
or pay any dividend or other distribution upon the Corporation’s capital stock
(except dividends payable solely in shares of Common Stock or Series B or Series C
Preferred Stock in lieu of payment of cash dividends), or purchase, redeem, or
otherwise acquire any shares of the Corporation’s capital stock, except for
repurchases, at cost, of shares of the capital stock of the Corporation
(pursuant to rights held by the Corporation as of the Filing Date) held by the
Corporation’s consultants, directors, officers or employees;


 


(C)          Sell,
lease, assign, transfer or otherwise convey or otherwise dispose of all or
substantially all of the assets of the Corporation or any of its subsidiaries,
or effect any consolidation, merger or reorganization involving the Corporation
or any of its subsidiaries, or effect any transaction or series of related
transactions in which the


 


9

















 


Corporation’s stockholders immediately prior to such
transaction or transactions own immediately after such transaction or
transactions less than 50% of the voting securities of the surviving
corporation or entity (or its parent);


 


(D)          Reclassify,
reorganize or recapitalize the Corporation’s outstanding capital stock;


 


(E)           Create
or issue any class or series of stock or other security of the Corporation on
parity with or having preference over the Series B Preferred Stock or
increase the authorized number of shares of the Series B Preferred Stock;


 


(F)           Effect
any transaction with the management, related parties or other affiliates of the
Corporation, or extend or waive the terms of any such existing transactions,
other than (1) issuances of options, warrants or Common Stock pursuant to
an equity incentive plan or similar arrangement approved by the Board of
Directors or (2) any other transaction with management, related parties or
affiliates of the Corporation on terms approved by a majority of the members of
the Board of Directors who are not, either directly or indirectly, a party to
such transaction; and


 


(G)          Increase
or decrease the number of directors on the Board of Directors of the
Corporation.


 


(g)           Financial
Statements, Reports, etc.  The
Corporation shall furnish to each to each holder of the Series B Preferred
Stock:


 


(i)            within
90 days after the end of each fiscal year, its consolidated balance sheet
and related statements of income, stockholders’ equity and cash flows showing
the financial condition of the Corporation and its consolidated subsidiaries as
of the close of such fiscal year and the results of its operations and the
operations of such persons during such year, together with comparative figures
for the immediately preceding fiscal year, all in reasonable detail and
prepared in accordance with United States generally accepted accounting
principles (“GAAP”), all audited by UHY, LLP or other independent public
accountants of recognized national standing and accompanied by an opinion of
such accountants (which opinion shall be without any qualification or exception
as to the scope of such audit) to the effect that such consolidated financial
statements fairly present the financial condition and results of operations of
the Corporation and its consolidated subsidiaries on a consolidated basis in
accordance with GAAP;


 


(ii)           within
45 days after the end of each of the first three fiscal quarters of each
fiscal year, its consolidated balance sheet and related statements of income,
stockholders’ equity and cash flows showing the financial condition of the
Corporation and its consolidated subsidiaries as of the close of such fiscal
quarter and the results of its operations and the operations of such persons
during such fiscal quarter and the then elapsed portion of the fiscal year, and
comparative figures for the same periods in the immediately preceding fiscal
year, all certified by one of its chief executive officer, chief financial
officer, any vice president, principal accounting officer, treasurer, assistant
treasurer or controller of such person as fairly presenting in all material
respects the financial condition and results of operations of the Corporation
and its


 


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consolidated subsidiaries on a consolidated basis in
accordance with GAAP, subject to normal year-end audit adjustments and the
absence of footnotes.


 


(h)           Preemptive
Rights. If the Corporation authorizes the issuance and sale of Additional
Stock (as defined in Section 1(d)(iv)(B)) other than pursuant to an
underwritten public offering registered under the Securities Act or for
non-cash consideration pursuant to a merger or consolidation approved by the
Board of Directors of the Corporation, the Corporation shall first offer in
writing to sell to each holder of Series B Preferred Stock a portion of
the securities being issued equal to the quotient obtained by dividing (A) the
aggregate number of shares of Series B Preferred Stock then owned by such
holder by (B) the aggregate number of shares of Series B Preferred
Stock then outstanding. If all offered securities are not subscribed to by such
holder of Series B Preferred Stock in writing delivered to the Corporation
within twenty days after the date of delivery of the Corporation’s original
notice to such holder, then the Corporation shall offer all of such securities
for sale to those other holders of Series B Preferred Stock that did elect
to subscribe for such securities.  If
such offer is oversubscribed by such Series B Preferred Stock holders then
the Corporation shall offer such securities to such Series B Preferred
Stockholders pro rata on the basis of the number of securities previously
subscribed to by such holders pursuant to the formula above.  If the holders of Series B Preferred
Stock do not elect to subscribe for all of such securities in writing delivered
to the Corporation within twenty days after the date of delivery of the
Corporation’s second notice then the Corporation shall be free to offer such
securities to any other person or persons at a price and on terms determined by
the Corporation, provided that such price and terms are no more favorable to
such person or persons than the price and terms on which such securities were
offered to the holders of Series B Preferred Stock. Any securities not
sold by the Corporation within 90 days after the date of the Corporation’s
initial notice to the holders of Series B Preferred Stock hereunder shall
then become subject again to the provisions of this Section 1(h).


 


[SIGNATURES ON FOLLOWING PAGE]


 


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IN WITNESS WHEREOF,
Geokinetics Inc. has caused this Third Amended Certificate of Designation to
its Certificate of Incorporation to be signed by Richard F. Miles, its
President and Chief Executive Officer, this 12th day of
February, 2010.


 


 


	
   

  	
  GEOKINETICS INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Richard F. Miles

  
	
   

  	
   

  	
  Richard F. Miles,
  President and

  
	
   

  	
   

  	
  Chief Executive Officer

  



 


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