Exhibit 4.1


 


CERTIFICATE OF DESIGNATION OF


SERIES A SENIOR CONVERTIBLE PREFERRED STOCK


OF


GEOKINETICS INC.


PURSUANT TO SECTION 151(g) OF THE


GENERAL
CORPORATION LAW OF THE STATE OF DELAWARE


 


The undersigned, Thomas J. Concannon, Vice President and
Chief Financial Officer of Geokinetics Inc, a Delaware corporation (the “Corporation”),
does hereby state and certify that the Board of Directors for the Corporation,
by unanimous written consent dated as of                     
    , 2004, duly adopted the following resolution providing
for the issuance of a series of the Corporation’s preferred stock, par value
$10.00 per share (the “Preferred Stock”), and further providing for the
designation, powers, preferences and relative, participating, optional and
other rights, and the qualifications, limitations and restrictions thereof, all
in accordance with the provisions of Section 151(g) of the General Corporation
Law of the State of Delaware:


 


RESOLVED, that 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”), a series of Preferred Stock of the Corporation be, and hereby
is, created out of the authorized but unissued shares of capital stock of the
Corporation and authorized to be issued, such series to be designated Series A Senior
Convertible Preferred Stock (the “Series A Preferred Stock”), to consist of 8,333
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 thereof, shall be, in addition to those set forth
in the Corporation’s Certificate of Incorporation, as follows:


 


(1)                                  Series
A Preferred Stock.


 


(a)                                  Dividends.


 


(i)                                     The
holders of Series A Preferred Stock, prior and in preference to any declaration
or payment of any dividend on the Common Stock of this Corporation, shall be
entitled to receive cumulative dividends at the


 


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applicable Dividend Rate (as defined below).  For purposes of this Section 1(a)(i), “Dividend
Rate” shall mean 6.0% per annum, compounded annually, of the Original Issue
Price (defined in Section 1(b)(i) below) for each share of Series A Preferred
Stock.  Dividends shall be paid in cash
when, and if declared.  All unpaid
dividends on Series A Preferred Stock shall be cumulative and shall accrue, compounding
annually, 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 A Preferred Stock in proportion to the number of shares of
Common Stock that would be held by each such holder if all shares of Series A Preferred
Stock were converted to Common Stock at the then effective conversion rate.


 


(b)                                 Liquidation
Preference.


 


(i)                                     The
holders of Series A 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, an amount per share (the “Liquidation
Preference Amount”) equal to (i) the sum of the Original Issue Price (as
defined below) for Series A Preferred Stock, plus (ii) any accrued but unpaid dividends,
which have been accrued to the date 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 A 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 A Preferred Stock in proportion to the full preferential
amount to which each such share is entitled. 
For purposes hereof, “Original Issue Price” shall mean $300.00 per share
for each share of Series A Preferred Stock (as adjusted for any stock splits,
stock dividends, combinations, subdivisions, recapitalizations or the like with
respect to the Series A Preferred Stock).


 


(ii)                                  Upon
completion of the distribution required by subsection (i) of this Section 1(b),
the remaining assets of the Corporation shall be distributed among all holders
of Common Stock and Series A Preferred Stock pro rata based on the number of
shares of Common Stock held or that would be held by each holder of Series A
Preferred Stock if all shares of Series A Preferred Stock were converted to Common
Stock at the then effective conversion rate.


 


(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


 


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stock of the Corporation or the surviving or
acquiring entity), 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, 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 A 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 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 October 31, 2009, the holders of not less than fifty-one
percent (51%) of the shares of Series A Preferred Stock then outstanding
deliver written notice to the Corporation of such holders’ desire to have the Series
A Preferred Stock redeemed, all outstanding shares of Series A 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 A
Preferred Stock.  Each share of Series A
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 A Preferred Stock, an
amount equal to the Liquidation Preference Amount.


 


(ii)                                  At
any time after October 31, 2011, the Corporation shall be entitled to redeem
all outstanding shares of Series A Preferred Stock, if not previously converted
pursuant to Section 1(b), on a date which is not less than 60 days nor more
than 90 days after the date on which written notice was delivered to the
holders of the Series A Preferred Stock. 
Each share of Series A Preferred Stock to be redeemed hereunder shall be
redeemed by payment by the Corporation in cash of the Redemption Price.


 


(iii)                               Any
redemption pursuant to Sections 1(c)(i) or (ii) above shall be preceded by
written notice to each holder of Series A Preferred Stock


 


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stating the date fixed for redemption, the
Redemption Price and the place at which holders of Series A Preferred Stock may
obtain payment of the Redemption Price upon surrender of their respective stock
certificates.


 


(iv)                              All
shares of Series A 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 A Preferred Stock
shall have conversion rights as follows (the “Conversion Rights”):


 


(i)                                     Right
to Convert.  Each share of Series A 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 A Preferred Stock by the applicable Conversion
Price (as defined below) for the Series A Preferred Stock (the conversion rate
for Series A 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 A Preferred Stock shall initially be $.30;
provided, however, that the Conversion Price for the Series A Preferred Stock
shall be subject to adjustment as set forth in subsection 1(e)(iv).


 


(ii)                                  Automatic
Conversion.  Each share of Series A Preferred
Stock shall automatically be converted into shares of Common Stock at the
Conversion Rate at the time in effect for Series A 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, covering the offer and sale of Common Stock (A) at a
price per share yielding net proceeds to the Corporation of not less than $1.20
(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 $20,000,000, 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
A 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 A 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 A Preferred
Stock, or to the nominee or nominees of such holder, a certificate or
certificates


 


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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 A 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 A 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 A Preferred
Stock shall not be deemed to have converted such Series A 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 A Preferred Stock for Certain Dilutive Issuances,
Splits and Combinations.  The
Conversion Price of the Series A Preferred Stock shall be subject to adjustment
from time to time as follows:


 


(A)                              1.                                       If
the Corporation shall issue, on or after the date upon which this 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
A Preferred Stock in effect immediately prior to the issuance of such
Additional Stock, but greater than one-half of such Conversion Price, the
Conversion Price for the Series A Preferred Stock in effect immediately prior
to each such issuance shall forthwith (except as otherwise provided in this subsection
1(d)(iv)(A)(1) 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. 
If the Corporation shall issue, on or after the Filing Date, any
Additional Stock without consideration or for a consideration per share less
than one-half of the Conversion Price applicable to the Series A Preferred
Stock in effect immediately prior to the issuance of such Additional Stock, the
Conversion Price for the Series A Preferred Stock in effect immediately prior
to each such issuance shall forthwith


 


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(except as otherwise
provided in this subsection 1(d)(iv)(A)(1) be adjusted to a price equal to the
consideration paid or given for 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, and (3) Common Stock issuable upon exercise of outstanding
warrants to purchase Common Stock. 
Shares described in (1) through (3) above shall be included whether
vested or invested, whether contingent or non-contingent and whether
exercisable or not yet exercisable.


 


2.                                       No
adjustment of the Conversion Price for the Series A 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.


 


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


 


4.                                       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.


 


5.                                       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


 


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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 A 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.


 


d.                                      Upon
the expiration of any such options or rights, the termination of any such
rights to convert or exchange or the expiration of any options or rights
related to such convertible or exchangeable securities, the Conversion Price of
the Series A Preferred Stock, to the extent in any way affected by or computed
using such options, rights or securities or options or rights related to such
securities, shall be recomputed to reflect the issuance of only the number of
shares of Common Stock (and convertible or exchangeable securities that remain
in effect) actually issued upon the exercise of such options or rights, upon
the conversion or exchange of such securities or upon the exercise of the
options or rights related to such securities.


 


e.                                       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


 


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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.                                       Common
Stock issued pursuant to a transaction described in subsection 1(d)(iv)(A)(2)
hereof;


 


2.                                       Shares
of Common Stock issued to employees, directors, 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;


 


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


 


4.                                       Common
Stock issued in connection with a bona fide business acquisition of or by the Corporation,
whether by merger, consolidation, sale of assets, sale or exchange of stock or
otherwise approved by this corporation’s Board of Directors; and


 


5.                                       Common
Stock that is issued with the approval of the holders of not less than
fifty-one percent (51%) of the then-outstanding shares of Series A 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 A 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


 


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Common Stock, then, following the record date of such
combination, the Conversion Price for the Series A 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 A Preferred
Stock.


 


(e)                                  Voting
Rights.


 


(i)                                     Except
as otherwise expressly provided herein or as required by law, the holders of Series
A 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 A 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 A Preferred Stock
or Common Stock shall vote together as a single class and not as separate
classes.


 


(ii)                                  So
long as any shares of Series A 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 fifty-one percent (51%) of the
then-outstanding shares of the Series A Preferred Stock, 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 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


 


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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 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 A Preferred Stock or increases
the authorized number of shares of Series A 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.


 


(G)                                Create
a new plan or arrangement for the grant of stock options or the issuance of
restricted stock or increase the number of shares available under such a plan
or arrangement.


 


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


 


(iii)                               So
long as at least 4,167 shares of Series A Preferred Stock remain outstanding,
the holders of the Series A Preferred Stock shall be entitled to nominate and
elect one (1) member of the Corporation’s Board of Directors at each regularly
scheduled meeting of the Corporation’s stockholders which is called for the
purpose of electing members of the Board of Directors.


 


(f)                                    Preemptive
Rights.  If the Corporation
authorizes the issuance and sale of Additional Stock (as defined in Section
1(d)(iv)(B)), the Corporation shall first offer in writing to sell to each
holder of Series A Preferred Stock a portion of the securities being issued
equal to the quotient obtained by dividing (A) the aggregate number of shares
of Common Stock then owned by such holder on an as-converted basis by (B) the
aggregate number of shares of Common Stock then outstanding (assuming
conversion of all of the Corporation’s securities convertible into Common
Stock).  If all offered securities are
not subscribed to by such holder of Series A Preferred Stock in writing
delivered to the Corporation within ten days after the date of delivery of the
Corporation’s original notice to


 


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such holder, then
the Corporation shall be entitled to offer such securities for sale 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 A 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 A Preferred Stock
hereunder shall then become subject again to the provisions of this Section 1(f).


 


[SIGNATURES ON FOLLOWING PAGE]


 


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IN WITNESS WHEREOF, Geokinetics Inc. has caused this Certificate of Designation
to its Certificate of Incorporation to be signed by Thomas J. Concannon, its
Vice President and Chief Financial Officer, this           
day of                           ,
2004.


 


 


	
   

  	
  GEOKINETICS INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
  Thomas J.
  Concannon

  
	
   

  	
  Title:

  	
  Vice President
  and Chief Financial Officer

  
				



 


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