Exhibit
4.3


 


GEOKINETICS
INC.


 


Limited Waiver
and Consent to Grant of Registration Rights


 


LIMITED WAIVER
dated as of November       , 2004 (this “Waiver”),
to the Registration Rights Agreement dated as of May 2, 2003 (the “2003
Registration Rights Agreement”) among Geokinetics Inc., a Delaware
corporation (the “Company”), the Cash Investors, the 2003 Noteholders
and GeoLease, L.P., a Delaware limited partnership (“GeoLease”)
(together with their respective successors and assigns, the “Holders”).


 


A.                                   The
Company has informed the Holders that it intends to issue and sell in a single
transaction (the “Issuance”) up to 8,333 shares of Series A Senior
Convertible Preferred Stock, $10.00 par value per share, for aggregate gross
proceeds of up to $2,499,900, pursuant to the terms of a Securities Purchase
Agreement to be dated on or before December 31, 2004, between the Company and
certain investors party thereto.  In
connection with the Issuance, the Company intends to enter into a Registration
Rights Agreement (the “2004 Registration Rights Agreement”) substantially
in the form attached hereto as Exhibit A and to grant the registration rights
set forth therein (the “2004 Registration Rights”).


 


B.                                     The
Company has requested that the Holders agree to waive certain provisions of the
2003 Registration Rights Agreement to permit the Company to enter into the 2004
Registration Rights Agreement and grant the 2004 Registration Rights.


 


C.                                     The
Holders are willing so to waive such provisions of the 2003 Registration Rights
Agreement to permit the grant of 2004 Registration Rights contained in the 2004
Registration Rights Agreement pursuant to the terms and subject to the
conditions set forth herein.


 


D.                                    Capitalized
terms used and not otherwise defined herein shall have the meanings assigned
thereto in the 2003 Registration Rights Agreement.


 


SECTION 1.  Limited
Waiver.  (i) the Holders hereby
waive, solely with respect to the 2004 Registration Rights, the Company’s
obligations not to grant any registration rights of the type set forth in
Section 1(a) of the 2003 Registration Rights Agreement to any person; and (ii)
the Holders hereby consent to the execution by the Company of the 2004
Registration Rights Agreement and the grant of the 2004 Registration Rights.


 


SECTION 2.  Conditions
Precedent.  This Waiver shall be
effective on the date (the “Effective Date”) not later than December 31,
2004, the following conditions are satisfied:


 


1.                                       This
Waiver shall have been executed and delivered by the Company and the Holders of
not less than a majority of the Registrable Securities.


 


2.                                       The
Issuance shall have been consummated.


 





















 


SECTION 3.  Representations
and Warranties.  The Company
represents and warrants to the Holders that:


 


1.                                       This
Waiver has been duly authorized, executed and delivered by it and constitutes
its legal, valid and binding obligation, enforceable against it in accordance
with its terms except as enforceability may be limited by bankruptcy,
insolvency, reorganization, moratorium or other similar laws affecting creditors’
rights and remedies generally and by general principles of equity.


 


SECTION 4.  2003
Registration Rights Agreement. 
Except as specifically provided hereby, the 2003 Registration Rights
Agreement shall continue in full force and effect in accordance with the
provisions thereof as in existence on the date hereof.


 


SECTION 5.  Governing
Law; Severability.  This Waiver shall
be governed by and construed in accordance with the internal laws and decisions
of the State of Delaware.  Whenever
possible, each provision of the Waiver shall be interpreted in such a manner as
to be effective and valid under applicable law, but if any provision of any
such waiver shall be prohibited by or invalid under the laws of any
jurisdiction, such provision, as to such jurisdiction, shall be ineffective to
the extent of such prohibition or invalidity, without invalidating the
remainder of such provision or the remaining provisions of such waiver in any
other jurisdiction.


 


SECTION 6.  Execution
in Counterparts.  This Waiver may be
executed in any number of counterparts, each executed counterpart constituting
an original, and in each case such counterparts shall constitute but one and
the same instrument.  Delivery of an
executed signature page of this Waiver by facsimile transmission shall be
effective as delivery of a manually delivered counterpart hereof.


 


SECTION 7.  Headings.  The Section headings used herein are for
convenience of reference only, are not part of this Waiver and are not to
affect the construction of, or to be taken into consideration in interpreting,
this Waiver.


 


	
   

  	
  GEOKINETICS INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
  Title:

  	
   

  	
   

  
						



 


2





















 


	
   

  	
  GEOLEASE PARTNERS, L.P.

  
	
   

  	
  By: GeoLease GP, Inc.,

  
	
   

  	
  Its General
  Partner

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  BLACKHAWK INVESTORS II, L.L.C.

  
	
   

  	
  By: Blackhawk Capital Partners,

  
	
   

  	
  Managing
  Member

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  William R.
  Ziegler, Partner

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  VALENTIS SB, L.P.

  
	
   

  	
  By: Valentis SB GP LLC

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  ANS LTD.

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Lawrence Goldstein, INDIVIDUALLY

  
									



 


3





















 


	
   

  	
  INPUT/OUTPUT, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  David King, INDIVIDUALLY

  
	
   

  	
   

  
	
   

  	
  LEVAN AMERICA S.A.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Paul B. Loyd, Jr., INDIVIDUALLY

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Paul Majane, INDIVIDUALLY

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Charles E. Murphy, Jr., INDIVIDUALLY

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Gary Ross, INDIVIDUALLY

  
	
   

  	
   

  
	
   

  	
  SOMERSET CAPITAL PARTNERS

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  William R. Ziegler, Partner

  
							



 


4





















 


	
   

  	
  SPICEWOOD FAMILY PARTNERS

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Christopher
  M. Harte,

  
	
   

  	
  Its General
  Partner

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Albert Stickney, INDIVIDUALLY

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Susan Stickney, INDIVIDUALLY

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Steven A. Webster, INDIVIDUALLY

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  WHITTIER VENTURES, LLC

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  William R. Ziegler, INDIVIDUALLY

  
							



 


5