Exhibit 4.2


 


REGISTRATION RIGHTS AGREEMENT


 


THIS
REGISTRATION RIGHTS AGREEMENT (the “Registration Rights
Agreement” or this “Agreement”)
dated as of                               
        , 2004 between Geokinetics
Inc., a Delaware corporation (the “Company”), and
the Investors (together with their respective successors and assigns, the “Holders”).


 


Terms defined
in that certain Securities Purchase Agreement (the “Purchase
Agreement”) dated as of                                   
      , 2004 between the Company and the Investors
named therein, unless defined herein, are used as therein defined.


 


WHEREAS,
pursuant to the Purchase Agreement, the Company proposes to issue an aggregate
of 8,333 shares (the “Shares”) of its
Series A Senior Convertible Preferred Stock, $10.00 par value per share (the “Series A Preferred Stock”) to the Investors;


 


WHEREAS,
certain obligations of the Company and the Investors are conditioned upon the
execution and delivery of this Agreement;


 


NOW,
THEREFORE, in consideration of the premises and the mutual agreements herein
set forth, the parties hereto agree as follows:


 


SECTION 1.         Registration Rights.


 


(a)           Demand Registration.


 


(1)           Request for
Registration.  At any time on
or after the first anniversary of the Date of Closing, (i) the Investors
constituting a Holder or Holders of in excess of 25% of the Registrable
Securities held by all of the Investors may make a written request for
registration under the Securities Act (“Demand Registration”)
of all or part of its or their Registrable Securities; provided that the
Company shall not be obligated to effect more than two Demand Registrations under
this Section 1(a)(1) in respect of the Registrable Securities held by the Investors.  Such request will specify the number of
Registrable Securities proposed to be sold and will also specify the intended
method of disposition thereof. 
Within  10 Business Days after
receipt of such request, the Company will give written notice of such
registration request to all other Holders, use all commercially reasonable
efforts to effect, as soon as practicable, the registration under the
Securities Act, and include in such registration all Registrable Securities
with respect to which the Company has received written requests for inclusion
therein from the Holders thereof within 15 Business Days after receipt by the
applicable Holder of the Company’s notice. 
Each such request will also specify the aggregate number of Registrable
Securities to be registered and the intended method of disposition thereof.


 


(2)           Effective Registration
and Expenses.  A registration
will not count as a Demand Registration until it has become effective (unless
the Holders demanding such registration withdraw the Registrable Securities, in
which case such demand will count as


 


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a Demand Registration unless the Holders of
such Registrable Securities agree to pay all Registration Expenses (as
hereinafter defined) relating to such registration).  Except as provided above, the Company will
pay all Registration Expenses in connection with any registration initiated as
a Demand Registration, whether or not it becomes effective.


 


(3)           Priority on Demand
Registrations.  If the Holders
of a majority of the Registrable Securities to be registered in a Demand
Registration so elect, the offering of such Registrable Securities pursuant to
such Demand Registration shall be in the form of an underwritten offering.  In such event, if the managing underwriter or
underwriters (the “Underwriters”)
of such offering advise the Company and the Holders in writing that in their
opinion the Registrable Securities requested to be included in such offering is
sufficiently large to materially and adversely affect the success of such
offering, then (i) the Holders of Registrable Securities held by the Investors
shall be entitled to participate in such Demand Registration (pro rata on the
basis of the amount of Registrable Securities requested to be included in such
registration by each such Investor) first; and (ii) the Company and other
equity security holders of the Company entitled to participate will be entitled
to participate in such registration (with the holders of such securities being
entitled to participate in accordance with the relative priorities, if any, as
shall exist among them), in each case with further pro rata allocations to the
extent any such person has requested registration of fewer securities than such
person is entitled to have registered so that the number of securities to be
included in such registration will not exceed that amount that can, in the
opinion of such Underwriters, be sold without any such material adverse
effect.  To the extent Registrable
Securities so requested to be registered are excluded from the offering, the Investors
who shall have initiated the Demand Registration, as a group, shall have the
right to one additional Demand Registration under this section with respect to
Registrable Securities for the number of securities so excluded (but in no
event shall such additional Demand Registration relate to less than a majority
of the shares in the aggregate of Registrable Securities held by such
initiating Holders and so excluded).


 


(4)           Selection of
Underwriters.  If any Demand
Registration is in the form of an underwritten offering, the Holders of a
majority of the aggregate number of the outstanding Registrable Securities
shall designate the Underwriter or a group of Underwriters to be utilized in
connection with the public offering of such Registrable Securities, which selection
shall be reasonably acceptable to the Company. 
The Company shall enter into an underwriting agreement in customary form
with such Underwriter or Underwriters, which shall include, among other
provisions, indemnities to the effect and to the extent provided in Section 1(e)
hereof.  The holders of Registrable
Securities to be distributed by such Underwriters shall be parties to such
underwriting agreement and may, at their option, require that any or all of the
representations and warranties by, and the other agreements on the part of, the
Company to and for the benefit of such Underwriters also be made to and for
their benefit and that any and all of the conditions precedent to the
obligations of such Underwriters under such underwriting agreement also be
conditions precedent to their obligations. 
No holder of Registrable Securities shall be required to make any
representations or warranties to or agreements with the Company or the
Underwriters other than representations, warranties or agreements regarding
such holder and its ownership of the Registrable Securities being


 


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registered on its behalf and such holder’s
intended method of distribution and any other representation required by law.


 


(5)           Deferral.  Notwithstanding anything to the contrary
contained herein, the Company shall not be obligated to prepare and file, or
cause to become effective, any registration statement pursuant to this Section
1(a) hereof at any time when, in the good faith judgment of its Board of
Directors, the filing thereof at the time requested or the effectiveness
thereof after filing should be delayed to permit the Company to include in the
registration statement the Company’s financial statements (and any required
audit opinion thereon) for the then immediately preceding fiscal year or fiscal
quarter, as the case may be.  The filing
of a registration statement by the Company cannot be deferred pursuant to the
provisions of the immediately preceding sentence beyond the time that such
financial statements (or any required audit opinion thereon) would be required
to be filed with the Commission as part of the Company’s Annual Report on Form
10-KSB or Quarterly Report on Form 10-QSB, as the case may be, if the Company
were then obligated to file such reports. 
Notwithstanding anything to the contrary contained herein, the Company
shall not be obligated to cause a registration statement previously filed
pursuant to this Section 1(a) to become effective, and may suspend sales by the
Holders of Registrable Securities under any registration that has previously
become effective, at any time when, in the good faith judgment of its Board of
Directors, it reasonably believes that the effectiveness of such registration
statement or the offering of securities pursuant thereto would materially
adversely affect a pending or proposed acquisition, merger, recapitalization,
consolidation, reorganization or similar transaction or negotiations,
discussions or pending proposals with respect thereto; provided that deferrals
pursuant to this sentence shall not exceed, in the aggregate, 90 days in any
calendar year.  The filing of a
registration statement, or any amendment or supplement thereto, by the Company
cannot be deferred, and the rights of Holders of Registrable Securities to make
sales pursuant to an effective registration statement cannot be suspended,
pursuant to the provisions of the immediately preceding sentence for more than 15
days after the abandonment or 30 days after the consummation of any of the
foregoing proposals or transactions or, in any event, for more than 30 days
after the date of the Board’s determination pursuant to the immediately
preceding sentence of this Section 1(a)(5).


 


(6)           No Additional Grants.  The Company agrees that after the Closing, it
shall not grant any person registration rights of the type set forth in Section
1(a) hereof with respect to any class of equity or debt security of the Company
without the consent of the Investors holding a majority of the Registrable Securities
held by all of the Investors, which consent shall not be unreasonably
withheld.  The Company and each of the Investors
agree that the Investors shall be entitled to the consent right set forth in
the immediately preceding sentence so long as the Investors continue to hold
25% of the Registrable Securities acquired by them on the Date of Closing.


 


(b)                                 S-3 Registrations.


 


(1)           Request for
Registration.  At any time on or after
the first anniversary of the Date of Closing, (i) the Investors
constituting a Holder or Holders of in excess of 25%


 


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of the Registrable Securities held by all of
the Investors may make a written request for registration under Form S-3 of the
Securities Act (an “S-3 Registration”)
of all or part of its or their Registrable Securities.  Such request will specify the number of
Registrable Securities proposed to be sold and will also specify the intended
method of disposition thereof.  Within 10
Business Days after receipt of such request, the Company will give written
notice of the proposed registration and any related qualification or compliance
to all other Holders of Series A Preferred Shares, use all commercially
reasonable efforts to effect, as soon as practicable, the registration under
the Securities Act, and include in such registration all Registrable Securities
with respect to which the Company has received written requests for inclusion
therein from the Holders thereof within 15 Business Days after receipt by the
applicable Holder of the Company’s notice. 
Each such request will also specify the aggregate number of Registrable
Securities to be registered and the intended method of disposition
thereof.  Subject to Section 1(b)(3), the
Company shall file a registration statement covering the Series A Preferred
Shares and other securities so requested to be registered as soon as
practicable after receipt of the request or requests of the Holders.


 


(2)           Expenses.  The Company will pay all Registration
Expenses in connection with any registration initiated as an S-3 Registration,
whether or not it becomes effective.  Registrations
affected pursuant to Section 1(b) shall not be counted as demands for
registration or registrations affected pursuant to Section 1(a).


 


(3)           Deferral.  Notwithstanding anything to the contrary
contained herein, the Company shall not be obligated to prepare and file, or
cause to become effective, any registration statement pursuant to this Section
1(b) hereof at any time when, (i) Form S-3 is not available for such offering;
or (ii) the Holders, together with the stockholders of any other securities of
the Company entitled to inclusion in such registration, propose to sell Registrable
Securities at an aggregate price to the public of less than $250,000.00; or
(iii) at any time when, in the good faith judgment of its Board of Directors,
it reasonably believes that the effectiveness of such registration statement or
the offering of securities pursuant thereto would materially adversely affect a
pending or proposed acquisition, merger, recapitalization, consolidation,
reorganization or similar transaction or negotiations, discussions or pending
proposals with respect thereto; provided that deferrals pursuant to this
sentence shall not exceed, in the aggregate, ninety days in any calendar
year.  The filing of a registration
statement, or any amendment or supplement thereto, by the Company cannot be
deferred, and the rights of Holders of Registrable Securities to make sales pursuant
to an effective registration statement cannot be suspended, pursuant to the
provisions of the immediately preceding sentence for more than fifteen days
after the abandonment or thirty days after the consummation of any of the
foregoing proposals or transactions or, in any event, for more than thirty days
after the date of the Board’s determination pursuant to the immediately
preceding sentence of this Section 1(b)(3).


 


(c)           Piggy-Back
Registration.


 


(1)           If the Company proposes to file a
registration statement under the Securities Act with respect to an offering by
the Company for its own account or for the


 


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account of any of its security holders of any
class of equity security, excluding registration statements relating to any
registration (i) on Form S-4 or S-8 or any successor or similar form, (ii)
filed pursuant to Rule 145 under the Securities Act or any successor or similar
form, (iii) related solely to any employee benefit plan or interests therein,
(iv) related solely to debt securities of the Company, then the Company shall
give written notice of such proposed filing to the Holders of Registrable
Securities as soon as practicable (but in no event less than 20 business days
before the anticipated filing date), and such notice shall offer such Holders
the opportunity to register such number of Registrable Securities as each such
Holder may request (a “Piggy-Back Registration”).


 


(2)           The Company shall use its best efforts
to cause the managing Underwriter or Underwriters of a proposed underwritten
offering to permit the Registrable Securities requested to be included in the
registration statement for such offering to be included on the same terms and
conditions as any similar securities of the Company or of such other security
holders included therein. 
Notwithstanding the foregoing, if the Underwriters of such offering
deliver a written opinion to the Company that either because of (i) the kind or
combination of securities which the Holders, the Company and any other persons
or entities intend to include in such offering or (ii) the size of the offering
which the Holders, the Company and such other persons intend to make, are such
that the success of the offering would be materially and adversely affected by
inclusion of the Registrable Securities requested to be included, then (a) in
the event that the size of the offering is the basis of such Underwriter’s
opinion, the amount of securities to be offered for the accounts of the Holders
shall be reduced pro rata (according to the Registrable Securities and other
securities proposed for registration by Holders) to the extent necessary to
reduce the total amount of securities to be included in such offering to the
amount recommended by such Underwriters; and (b) in the event that the kind (or
combination) of securities to be offered is the basis of such Underwriter’s
opinion, (x) the Registrable Securities to be included in such offering shall
be reduced as described in clause (a) above or (y) if the actions described in
clause (x) would, in the judgment of the 
Underwriter, be insufficient to substantially eliminate the adverse
effect that inclusion of the Registrable Securities requested to be included
would have on such offering, such Registrable Securities will be excluded from
such offering.


 


The Company
will pay all Registration Expenses (as defined herein) in connection with each
registration of Registrable Securities.


 


(d)           Registration
Procedures.


 


If and
whenever the Company is required to use its reasonable commercial efforts to effect
the registration of any Registrable Securities under the Securities Act, the
Company will promptly:


 


(1)           prepare and file with the Securities
and Exchange Commission a registration statement with respect to such
securities, make all required filings with the NASD and use commercially
reasonable efforts to cause such registration statement to become effective;


 


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(2)           prepare and file with the Securities
and Exchange Commission such amendments and supplements to such registration
statement and the prospectus used in connection therewith as may be necessary
to keep such registration statement effective and to comply with the provisions
of the Securities Act with respect to the disposition of all securities covered
by such registration statement until such time as all of such securities have
been disposed of in accordance with the intended methods of disposition by the
seller or sellers thereof set forth in such registration statement, but in no
event for a period of more than one year after such registration statement
becomes effective;


 


(3)           furnish to counsel (if any) elected
by holders of a majority (by aggregate principal amount) of the Registrable
Securities covered by such registration statement copies of all documents
proposed to be filed with the Securities and Exchange Commission in connection
with such registration, which documents will be subject to the review of such
counsel;


 


(4)           furnish to each seller of such
securities such number of conformed copies of such registration statement and
of each such amendment and supplement thereto (in each case including all
exhibits, except that the Company shall not be obligated to furnish any seller
of securities with more than two copies of such exhibits), such number of
copies of the prospectus included in such registration statement (including
such preliminary prospectus and any summary prospectus), in conformity with the
requirements of the Securities Act, and such other documents, as such seller
may reasonably request in order to facilitate the disposition of the securities
owned by such seller;


 


(5)           use its commercially reasonable
efforts to register or qualify such securities covered by such registration
statement under such other securities or blue sky laws of such jurisdictions as
each seller shall request, and do any and all other acts and things which may
be necessary or advisable to enable such seller to consummate the disposition
in such jurisdictions of the securities owned by such seller, except that the
Company shall not for any such purpose be required to qualify generally to do
business as a foreign corporation in any jurisdiction wherein it is not so
qualified, or to consent to general service of process in any such
jurisdiction;


 


(6)           furnish to each seller a signed
counterpart, addressed to the sellers, of


 


(i)            an opinion of counsel for the
Company, dated the effective date of the registration statement, reasonably
satisfactory in form and substance to such holders’ counsel referred to in
Section 1(d)(3), and


 


(ii)           subject to the accountants obtaining
the necessary representations as specified in Statement on Auditing Standards
No. 72, a “comfort” letter signed by the independent public accountants who
have certified the Company’s financial statements included in the registration
statement,


 


covering
substantially the same matters with respect to the registration statement (and
the prospectus included therein) and, in the case of such accountants’ letter,
with respect to


 


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changes
subsequent to the date of such financial statements, as are customarily covered
in opinions of issuer’s counsel and in accountants’ letters delivered to the
Underwriters in underwritten public offerings of securities;


 


(7)           notify each seller of any securities
covered by such registration statement, at any time when a prospectus relating
thereto is required to be delivered under the Securities Act, of the happening
of any event as a result of which the prospectus included in such registration
statement, as then in effect, includes an untrue statement of a material fact
or omits to state any material fact required to be stated therein or necessary
to make the statements therein not misleading in light of the circumstances
then existing, and at the request of any such seller prepare and furnish to
such seller a reasonable number of copies of a supplement to or an amendment of
such prospectus as may be necessary so that, as thereafter delivered to the purchaser
of such securities, such prospectus shall not include an untrue statement of a
material fact or omit to state a material fact required to be stated therein or
necessary to make the statements therein not misleading in the light of the
circumstances then existing;


 


(8)           otherwise use its commercially
reasonable efforts to comply with all applicable rules and regulations of the
Securities and Exchange Commission, and make available to its security holders,
as soon as reasonably practicable, an earnings statement covering the period of
at least twelve months, but not more than eighteen months, beginning with the
first month after the effective date of the registration statement, which
earnings statement shall satisfy the provisions of Section 11(a) of the
Securities Act;


 


(9)           use its best efforts to list such
securities on any securities exchange on which the Common Stock is then listed,
if such securities are not already so listed and if such listing is then
permitted under the rules of such exchange, and to provide a trustee, transfer
agent and registrar and paying agent for such Registrable Securities not later
than the effective date of such registration statement;


 


(10)         in any underwritten offering, use its
best efforts to cause the indemnity and contribution terms between the sellers
and the Underwriters to be no more burdensome to the sellers than the indemnity
and contribution terms between the sellers and the Company set forth in Section
1(e) hereof; and


 


(11)         promptly notify each Holder and the
Underwriter or Underwriters, if any:


 


(i)            when such registration statement or
any prospectus used in connection therewith, or any amendment or supplement
thereto, has been filed and, with respect to such registration statement or any
post-effective amendment thereto, when the same has become effective;


 


(ii)           of any written comments from the
Securities and Exchange Commission with respect to any filing referred to in
clause (i) and of any written request by the Securities and Exchange Commission
for amendments or supplements to such registration statement or prospectus;


 


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(iii)          of the notification to the Company by
the Securities and Exchange Commission of its initiation of any proceeding with
respect to the issuance by the Securities and Exchange Commission of any stop
order suspending the effectiveness of such registration statement; and


 


(iv)          of the receipt by the Company of any
notification with respect to the suspension of the qualification of any
Registrable Securities for sale under the applicable securities or blue sky
laws of any jurisdiction.


 


The Company
may require each seller of any securities as to which any registration is being
effected to furnish to the Company such information regarding such seller and
the distribution of such securities as the Company may from time to time
reasonably request in writing and as shall be required by law in connection
therewith.  Each such holder agrees to
furnish promptly to the Company all information required to be disclosed in
order to make the information previously furnished to the Company by such
holder not materially misleading.


 


By acquisition
of Registrable Securities, each holder of such Registrable Securities shall be
deemed to have agreed that upon receipt of any notice from the Company of the
happening of any event of the kind described in Section 1(d)(7) hereof, such
holder will promptly discontinue such holder’s disposition of Registrable
Securities pursuant to the registration statement covering such Registrable
Securities until such holder’s receipt of the copies of the supplemented or
amended prospectus contemplated by Section 1(d)(7) hereof.  If so directed by the Company, each holder of
Registrable Securities will deliver to the Company (at the Company’s expense)
all copies, other than permanent file copies, then in such holder’s possession
of the prospectus covering such Registrable Securities current at the time of
receipt of such notice.  In the event the
Company shall give any such notice, the period mentioned in Section 1(d)(2) hereof
shall be extended by the number of days during the period from and including
the date of the giving of such notice to and including the date when each
seller of any Registrable Securities covered by such registration statement
shall have received the copies of the supplemented or amended prospectus
contemplated by Section 1(d)(7) hereof.


 


In connection
with any underwritten offering, all Registrable Securities to be included in
such registration shall be subject to the related underwriting agreement and no
person may participate in such registration unless such person agrees to sell
such person’s securities on the basis provided in the underwriting arrangement
approved by the persons for whose account such underwritten registration is
initially filed and completes and executes all customary questionnaires,
indemnities, underwriting agreements and other reasonable documents which must
be executed under the terms of such underwriting arrangements.


 


(e)           Indemnification
and Contribution.


 


(1)           Indemnification by
Company.  The Company agrees
to indemnify and hold harmless each Holder of Registrable Securities, its
officers, directors, employees and agents and each person who controls such
Holder within the meaning of either Section 15 of the Securities Act or Section
20(a) of the Exchange Act, from and against all losses, claims, damages,
liabilities and expenses (including reasonable costs of investigation and legal
expenses) arising out of or based upon any untrue statement or alleged untrue


 


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statement of a material fact contained in any
registration statement or prospectus or in any amendment or supplement thereto
or in any preliminary prospectus, or arising out of or based upon any omission
or alleged omission to state therein a material fact required to be stated
therein or necessary to make the statements therein, in the light of the
circumstances under which they were made, not misleading, except insofar as
such losses, claims, damages, liabilities or expenses arise out of or are based
upon any such untrue statement or omission or allegation thereof based upon
information relating to such indemnified Holder and furnished in writing to the
Company by such indemnified Holder expressly for use therein.  This indemnity will be in addition to any
liability which the Company may otherwise have.


 


(2)           Indemnification by Selling Holders.  Each selling Holder will severally, not
jointly and severally, indemnify and hold harmless the Company, each of its
directors, each of its officers who have signed the registration statement,
each person, if any, who controls the Company within the meaning of either
Section 15 of the Securities Act or Section 20(a) of the Exchange Act, any
underwriter and any other Holder selling securities under such registration
statement or any of such other Holder’s officers directors, employees or agents
or any person who controls such Holder within the meaning of either Section 15
of the Securities Act or Section 20(a) of the Exchange Act, from and against
all losses, claims, liabilities and expenses (including reasonable costs of
investigation and legal expenses), arising out of or based upon any untrue
statement or alleged untrue statement of a material fact contained in any
registration statement or prospectus or in any amendment or supplement thereto
or in any preliminary prospectus, or arising out of or based upon any omission
or alleged omission to state therein a material fact required to be stated
therein or necessary to make the statements therein, in the light of the
circumstances under which they were made, not misleading, in each case to the
extent (and only to the extent) that such untrue statement or omission or
allegation thereof is made in reliance on and in conformity with the information
relating to such Holder and furnished in writing to the Company by such Holder
expressly for use in connection with such registration; provided, however, that the total amounts payable in indemnity by a
Holder under this Section 1(e) shall not exceed the net proceeds received
by such Holder in the registered offering out of which such event giving rise
to the indemnity arises.


 


(3)           Notice. If any action or
proceeding (including any governmental investigation or inquiry) shall be
brought or asserted against an indemnified party in respect of which indemnity
may be sought from the indemnifying party, such indemnified party shall
promptly notify the indemnifying party in writing, and the indemnifying party
shall assume the defense thereof, including the employment of counsel
reasonably satisfactory to such indemnified party and the payment of all
expenses.  Such indemnified party shall
have the right to employ separate counsel in any such action and to participate
in the defense thereof, but the fees and expenses of such counsel shall be at
the expense of such indemnified party except that the indemnifying party shall
be responsible for the reasonable fees and expenses of such counsel if (but
only if) (a) the indemnifying party has agreed to pay such fees and expenses or
(b) the indemnifying party shall have failed to assume the defense of such
action or proceeding and has failed to employ counsel reasonably satisfactory
to such indemnified party in any


 


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such action or proceeding or (c) the named
parties to any such action or proceeding (including any impleaded parties)
include both such indemnified party and the indemnifying party, and there are
one or more legal defenses available to such indemnified party which are
different from or additional to those available to the indemnifying party (in
which case, if such indemnified party notifies the indemnifying party in
writing that it elects to employ separate counsel at the expense of the indemnifying
party, the indemnifying party shall not have the right to assume the defense of
such action or proceeding on behalf of such indemnified party, it being
understood, however, that the indemnifying party shall not, in connection with
any one such action or proceeding or separate but substantially similar or
related actions or proceedings in the same jurisdiction arising out of the same
general allegations or circumstances, be liable for the fees and expenses of
more than one separate firm of attorneys at any time for such indemnified party
and any other indemnified parties, which firm shall be designated in writing by
such indemnified parties).  The indemnifying
party shall not be liable for any settlement of any such action or proceeding
effected without its written consent, but if settled with its written consent,
or if there be a final judgment for the plaintiff in any such action or
proceeding, the indemnifying party agrees to indemnify and hold harmless such indemnified
parties from and against any loss or liability by reason of such settlement or
judgment.


 


(4)           Contribution.  If (a) the indemnification provided for in
Section 1(e)(1) is unavailable to an indemnified Holder in respect of any
losses, claims, damages, liabilities or expenses referred to therein or (b) contribution
under the Securities Act may be required on the part of such indemnified Holder,
then the Company, in lieu of indemnifying such Holder, shall contribute to the
amount paid or payable by such Holder as a result of such losses, claims,
damages, liabilities or expenses in such proportion as is appropriate to
reflect the relative fault of the Company on the one hand and of the Holder on
the other in connection with the statements or omissions which resulted in such
losses, claims, damages, liabilities or expenses, as well as any other relevant
equitable considerations.  The relative
fault of the Company on the one hand and of the Holder on the other shall be
determined by reference to, among other things, whether the untrue or alleged
untrue statement of a material fact or the omission or alleged omission to
state a material fact relates to information supplied by the Company or by the
Holder and the parties’ relative intent, knowledge, access to information and
opportunity to correct or prevent such statement or omission.  The amount paid or payable by a party as a
result of the losses, claims, damages, liabilities and expenses referred to
above shall be deemed to include, subject to the limitations set forth in
Sections 1(e)(2) and 1(e)(3), any legal or other fees or expenses reasonably
incurred by such party in connection with investigating or defending any action
or claim.


 


The company
and each Holder of Registrable Securities agree that it would not be just and
equitable if contribution pursuant to this Section 1(e)(4) were determined by
pro rata allocation or by any other method of allocation which does not take
account of the equitable considerations referred to in the immediately
preceding paragraph.  Notwithstanding the
provisions of this Section 1(e)(4), a Holder shall not be required to
contribute any amount in excess of the amount by which the total net proceeds
received by such Holder or its affiliated Holders from the sale to the public
of Registrable


 


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Securities exceeds the amount of any damages
which such Holder, or its affiliated Holders, has otherwise been required to
pay by reason of such untrue or alleged untrue statement or omission or alleged
omission.  No person guilty of fraudulent
misrepresentation (within the meaning of Section 11(f) of the Securities Act)
shall be entitled to contribution from any person who was not guilty of such
fraudulent misrepresentation.


 


(5)           Transfer of Registration Rights.  The rights to cause the Company to register
Registrable Securities pursuant to this Section 1 may be transferred by a
Holder to a transferee, provided that: (i) the Company is, within a reasonable
time after such transfer, furnished with written notice of the name and address
of such transferee and the securities with respect to which such registration
rights are being assigned; (ii) such transferee acquires at least 25% of a
Holder’s Registrable Securities; and (iii) such transferee agrees in writing to
be bound by and subject to the terms and conditions of this Agreement.  Notwithstanding the foregoing, a transfer of
registration rights by a Holder to a partner, shareholder or affiliate of the
Holder shall not be subject to the minimum shareholding requirement in the
preceding sentence.


 


(6)           Certain
Definitions.


 


(i)            “Registrable Securities”
means shares of the Company’s Common Stock, $.01 par value (“Common Stock”), issued or issuable upon conversion of any
shares of Series A Preferred Stock, issued pursuant to the Purchase
Agreement.  As to any particular
Registrable Securities, once issued such securities shall cease to be
Registrable Securities when (A) a registration statement with respect to the
sale of such securities shall have become effective under the Securities Act
and such securities shall have been disposed of in accordance with such
registration statement, (B) they shall have been distributed to the public
pursuant to Rule 144 (or any successor provision) under the Securities Act, (C)
they shall have been otherwise transferred, new certificates for them not
bearing a legend restricting further transfer shall have been delivered by the
Company and subsequent disposition of them shall not require registration or
qualification of them under the Securities Act or any similar state law then in
force, or (D) they shall have ceased to be outstanding.


 


(ii)           “Registration Expenses”
means all expenses incident to the Company’s performance of or compliance with
Section 1 hereof, including, without limitation, all registration and filing fees,
all fees and expenses of complying with securities or blue sky laws, fees and
other expenses associated with filings with the National Association of
Securities Dealers, Inc. (including, if required, the reasonable fees and
expenses of any “qualified independent underwriter” and its counsel), all
printing expenses, the fees and disbursements of counsel for the Company and of
its independent public accountants, the fees and disbursements of one counsel
retained by the holders of Registrable Securities, the expenses of any special
audits made by such accountants required by or incident to such performance and
compliance, but not including (a) fees and disbursements


 


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of more than one counsel retained by the
holders of Registrable Securities, or (b) such holders’ proportionate share of
underwriting discounts and commissions.


 


SECTION 2.         Notices to Company and Holders.  Any notice or
demand authorized by this Agreement to be given or made by the Holders to or on
the Company shall be sufficiently given or made when and if deposited in the
mail, first class or registered, postage prepaid, addressed to the office of
the Company expressly designated by the Company at its office for purposes of
this Agreement (until the Holders are otherwise notified in accordance with
this Section by the Company), as follows:


 


Geokinetics
Inc.


One Riverway,
Suite 2100


Houston,
Texas  77056


Attention:
President


 


Any notice
pursuant to this Agreement to be given by the Company to any Holder shall be
sufficiently given when and if deposited in the mail, first class or
registered, postage prepaid, addressed (until the Company is otherwise notified
in accordance with this Section by such Holder) to such Holder at the address
appearing in the stock records of the Company.


 


SECTION 3.         Supplements and Amendments.  This Agreement may
not be amended without the consent of the Company and the Holders of a majority
of the Registrable Securities then outstanding and entitled to the registration
rights set forth herein.


 


SECTION 4.         Successors.  All the covenants
and provisions of this Agreement by or for the benefit of the Company shall
bind and inure to the benefit of its respective successors and assigns
hereunder.


 


SECTION 5.         Termination.  This Agreement
(except for Section 1(e)) shall terminate at 5:00 p.m., New York City time, on October
31, 2010.


 


SECTION 6.         Governing Law.  THIS AGREEMENT SHALL
BE DEEMED TO BE A CONTRACT MADE UNDER THE LAWS OF THE STATE OF NEW YORK AND FOR
ALL PURPOSES SHALL BE CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS OF SAID
STATE.


 


SECTION 7.         Benefits of This Agreement.  Nothing in this
Agreement shall be construed to give to any person or corporation other than
the Company and the registered holders of the Series A Preferred Stock any
legal or equitable right, remedy or claim under this Agreement; but this
Agreement shall be for the sole and exclusive benefit of the Company and the
registered holders of the Series A Preferred Stock.  Nothing herein shall prohibit or limit the
Company from entering into an agreement providing holders of securities which
may hereafter be issued by the Company with such registration rights
exercisable at such time or times and in such manner as the Board of Directors
shall deem in the best interests of the Company so long as the performance by
the Company of its obligations under such other agreement will not cause the
Company to breach its obligations hereunder to the Holders.


 


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SECTION 8.         Counterparts.  This Agreement may
be executed in any number of counterparts and each of such counterparts shall
for all purposes be deemed to be an original, and all such counterparts shall
together constitute but one and the same instrument.





 


[Signature Page Follows]


 


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[Signature Page of Registration Rights
Agreement]


 


IN WITNESS
WHEREOF, the parties hereto have caused this Agreement to be duly executed, as
of the day and year first above written.


 


	
   

  	
  COMPANY

  
	
   

  	
   

  
	
   

  	
  GEOKINETICS INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  HOLDERS

  
	
   

  	
   

  
	
   

  	
  All those Holders whose signature pages,

  substantially in the form of page 15 hereto,

  are attached hereto

  
					



 


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FORM OF HOLDER SIGNATURE PAGE


 


 


	
   

  	
  NAME OF HOLDER:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  
	
   

  	
   

  
	
   

  	
  Address:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  (Street Address)

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  (City, State and Zip Code)

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  (Facsimile Number)

  
					



 


15