ex10-4.htm


     

    

      AMENDED
AND RESTATED

      REGISTRATION
RIGHTS AGREEMENT

      


      This
AMENDED AND RESTATED
REGISTRATION RIGHTS AGREEMENT (this “Agreement”)
dated July 28, 2008, is among Geokinetics Inc., a Delaware corporation
(including its successors, the “Company”),
Avista Capital Partners, L.P., a Delaware limited partnership, Avista Capital
Partners (Offshore), L.P., a Bermuda limited partnership (together with Avista
Capital Partners, L.P., the “Avista
Holders”) and Levant America S.A., a Liberian corporation (collectively,
with the Avista Holders, the “Security
Holders”).  This Agreement supersedes the Registration Rights
Agreement dated as of September 8, 2006 between the Company and certain of the
Security Holders, as amended by that certain Amendment Number 1 dated as of May
15, 2007.

       

      
        	
                 
      

              	
                RECITALS

              


      

      


      WHEREAS, the Company and
certain of the Security Holders are parties to that certain Registration Rights
Agreement dated as of September 8, 2006 (the “Registration
Rights Agreement”);

       

      WHEREAS, the Company and
certain of the Security Holders are parties to the Series B-2 and Warrant
Purchase Agreement of even date herewith (the “Purchase
Agreement”);

       

      WHEREAS, under the Purchase
Agreement, certain of the Security Holders will purchase shares of Series B-2
Senior Convertible Preferred Stock, par value $10.00 per share (the “Series B-2
Preferred Stock”), warrants (the “2008
Warrants“) to
purchase shares of Common Stock, par value $0.01 per share (“Common
Stock“) of the
Company; and

       

      WHEREAS, the Series B-2
Preferred Stock and the Company’s Series B-1 Senior Convertible Preferred Stock,
par value $10.00 per share (the “Series B-1
Preferred Stock”),
are convertible into shares of the Company’s Common Stock.

       

      WHEREAS, in order to induce
certain of the Security Holders to enter into the Purchase Agreement, and to
purchase the Series B-2 Preferred Stock and the 2008 Warrants, the parties have
agreed to amend and restate the Registration Rights Agreement and enter into
this Agreement to provide the purchasers of Series B-2 Preferred Stock with
certain registration rights with respect to the shares of Common Stock into
which the Series B-2 Preferred Stock is convertible and which may be purchased
upon exercise of the 2008 Warrants.

       

      NOW, THEREFORE, in
consideration of the premises, mutual covenants and agreements hereinafter
contained and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto agree as
follows:

       


      
        
           


        

        
           


          
            

          

        

        
           


          Exhibit
10.4

        

      


      DEFINITIONS

       

      1.1 Definitions.

       

      (a) For
purposes of this Agreement, defined terms used herein which are not otherwise
defined herein shall have the same respective meanings as such terms have in the
Purchase Agreement, and in addition, the following terms shall have the meanings
specified in this Section
1.1.

       

      “Affiliate”
means, with respect to any Person, any Person who, directly or indirectly
through one or more intermediaries, controls, is controlled by or is under
common control with any Person.

       

      “Business
Day” means a day other than a Saturday, Sunday or other day on which
commercial banks are authorized or required to close under the laws of the
United States or the State of New York.

       

      “Common Stock
Equivalents” means, without duplication with any other Common Stock or
Common Stock Equivalents, any rights, warrants, options, convertible securities
or indebtedness, exchangeable securities or indebtedness, or other rights,
exercisable for or convertible or exchangeable into, directly or indirectly,
Common Stock of the Company and securities convertible or exchangeable into
Common Stock of the Company, whether at the time of issuance or upon the passage
of time or the occurrence of any future event.

       

      “Exchange
Act” means the Securities Exchange Act of 1934, as amended, or any
similar federal statute, and the rules and regulations promulgated by the SEC
thereunder.

       

      “Excluded
Registration” means a registration under the Securities Act of (i)
securities registered on Form S-8 or any similar successor form and (ii)
securities registered to effect the acquisition of or combination with another
Person.

       

      “Holder”
means (i) a Security Holder listed on the signature page hereof and (ii) any
direct or indirect transferee of any such Security Holder, including any
Security Holder that receives shares of Common Stock upon a distribution or
liquidation of a Holder, who has been assigned the rights of the transferor
Holder under this Agreement in accordance with Section
2.3.

       

      “Person” or
“person”
means any individual, corporation, partnership, limited liability company, joint
venture, association, joint-stock company, trust, unincorporated organization or
government or other agency or political subdivision thereof.

       

      “Preferred Stock”
means the Company’s Series B-1 Preferred Stock and Series B-2 Preferred
Stock.

       


      
        
           


        

        
           


          
            

          

        

        
           


          Exhibit
10.4

        

      


      “register,”
“registered”
and “registration”
refer to a registration effected by preparing and filing a registration
statement in compliance with the Securities Act, and the declaration or ordering
of the effectiveness of such registration statement.

       

      “Registrable
Shares” means, at any time, the Common Stock (including, but not limited
to, the Common Stock acquired upon conversion of Preferred Stock of the Company
or exercise of the Company's 2008 Warrants) and Preferred Stock of the Company
owned by the Holders, whether owned on the date hereof or acquired hereafter;
provided, however, to the
extent any determination of the number or percentage of Registrable Shares is
made under the terms of this Agreement, all Preferred Stock shall be included
with all Common Stock on as converted basis for the purpose of any such
determination; provided, further, that
Registrable Shares shall not include any shares (i) the sale of which has been
registered pursuant to the Securities Act and which shares have been sold
pursuant to such registration or (ii) which have been sold pursuant to Rule
144 under the Securities Act.

       

      “Required
Holders” means Holders who then own beneficially more than 50% of the
aggregate number of shares of Registrable Shares subject to this
Agreement.

       

      “SEC” means
the Securities and Exchange Commission or any other federal agency at the time
administering the Securities Act.

       

      “Securities
Act” means the Securities Act of 1933, as amended, or any similar Federal
statute, and the rules and regulations promulgated by the SEC
thereunder.

       

      “Subsidiary”
means any entity with respect to which a specified Person (or a Subsidiary
thereof) owns or has the power to vote 50% or more of the equity interests in
such entity, having general voting power to participate in the election of the
governing body of such entity.

       

      (a) “2008
Warrants” means the Warrants to purchase shares of the Company's Common
Stock which have been issued to certain Security Holders simultaneously with
their purchase of shares of Series B-2 Preferred Stock.

       

      (b) For
purposes of this Agreement, the following terms have the meanings set forth in
the sections indicated:

       


      
        
           


        

        
           


          
            

          

        

        
           


          Exhibit
10.4

        

      


      (c) Term                                                                                     Section

       

      
        	
                Advice

              	
                2.6

              
	
                Agreement

              	
                Introductory
      Paragraph

              
	
                Avista
      Holders

              	
                Recitals

              
	
                Common
      Stock

              	
                Recitals

              
	
                Company

              	
                Introductory
      Paragraph

              
	
                Company
      Shelf

              	
                2.1(i)

              
	
                Company
      Shelf Shares

              	
                2.1(i)

              
	
                Demand
      Registration

              	
                2.1(a)

              
	
                Demand
      Request

              	
                2.1(a)

              
	
                Inspectors

              	
                2.5(j)

              
	
                Material
      Adverse Effect

              	
                2.1(e)

              
	
                NASD

              	
                2.5(l)

              
	
                Preferred
      Stock

              	
                1.1(a)

              
	
                Purchase
      Agreement

              	
                Recitals

              
	
                Records

              	
                2.5(j)

              
	
                Registration
      Expenses

              	
                2.7

              
	
                Requesting
      Holders

              	
                2.1(a)

              
	
                Required
      Filing Date

              	
                2.1(b)

              
	
                Security
      Holders

              	
                Introductory
      Paragraph

              
	
                Seller
      Affiliates

              	
                2.8(a)

              
	
                Series
      B-1 Preferred Stock

              	
                Recitals

              
	
                Series
      B-2 Preferred Stock

              	
                Recitals

              
	
                Shelf
      Offering

              	
                2.1(f)

              
	
                Suspension
      Notice

              	
                2.6

              
	
                Underwritten
      Offering

              	
                2.1(d)

              


      

      


      


      1.2 Other
Definitional and Interpretive Matters.  Unless otherwise
expressly provided or the context otherwise requires, for purposes of this
Agreement the following rules of interpretation apply.

       

      (a) When
calculating the period of time before which, within which or following which any
act is to be done or step taken pursuant to this Agreement, the date that is the
reference date in calculating such period is excluded.  If the last
day of such period is a non-Business Day, the period in question ends on the
next succeeding Business Day.

       

      (b) Any
reference in this Agreement to $ means U.S. dollars.

       

      (c) The
Schedules to this Agreement are hereby incorporated and made a part hereof as if
set forth in full in this Agreement and are an integral part of this
Agreement.  Any capitalized terms used in any Schedule but not
otherwise defined therein are defined as set forth in this
Agreement.

       


      
        
           


        

        
           


          
            

          

        

        
           


          Exhibit
10.4

        

      


      (d) Any
reference in this Agreement to gender includes all genders, and words imparting
the singular number also include the plural and vice versa.

       

      (e) The
provision of a Table of Contents, the division of this Agreement into Articles,
Sections and other subdivisions and the insertion of headings are for
convenience of reference only and do not affect, and should not be utilized in,
the construction or interpretation of this Agreement.

       

      (f) All
references in this Agreement to any “Article,”
“Section,”
or “Schedule”
are to the corresponding Article, Section, Schedule or Exhibit of this
Agreement.

       

      (g) The words
“herein,”
“hereinafter,”
“hereof,”
and “hereunder”
refer to this Agreement as a whole and not merely to a subdivision in which such
words appear unless the context otherwise requires.

       

      (h) The word
“including”
or any variation thereof means “including, but
not limited to,” and does not limit any general statement that it follows
to the specific or similar items or matters immediately following
it.

       

      ARTICLE
II  - REGISTRATION RIGHTS

       

      2.1 Demand
Registration.

       

      (a) At any
time after the Closing Date, any Avista Holder may request, in writing (a “Demand
Request”), that the Company effect the registration under the Securities
Act of all or part of its or their Registrable Shares (a “Demand
Registration”).  Notwithstanding the foregoing, no Demand
Request will be effective hereunder unless the Registrable Shares proposed to be
sold by the Avista Holders requesting the Demand Registration (the “Requesting
Holders,” which term shall include parties deemed “Requesting Holders”
pursuant to Section 2.1(f)
hereof) represent, in the aggregate, more than 25% of the total number of
Registrable Shares held by all Avista Holders.

       

      (b) Each
Demand Request shall specify the number of Registrable Shares proposed to be
sold and the intended method of disposition of the Registrable Shares (including
an Underwritten Offering pursuant to Section 2.1(d) or a
Shelf Registration pursuant to Section
2.1(f)).  Subject to Section 2.1(h), the
Company shall file the Demand Registration within 90 days after receiving a
Demand Request (the “Required Filing
Date”) and shall use all commercially reasonable efforts to cause the
same to be declared effective by the SEC as promptly as practicable after such
filing; provided, however, that the
Company need effect only three (3) Demand Registrations
pursuant to Demand Requests made by Holders of Registrable Shares pursuant to
Section 2.1(a);
provided, further, that if any
Registrable Shares requested to be registered pursuant to a Demand Request are
excluded from the applicable Demand

       


      
        
           


        

        
           


          
            

          

        

        
           


          Exhibit
10.4

        

      


      (c) Registration
pursuant to Section
2.1(e) below, the Holders shall have the right, with respect to each such
exclusion, to request one additional Demand Registration.

       

      (d) A
registration will not count as a Demand Registration until it has become
effective (unless the Requesting Holders withdraw all their Registrable Shares
and the Company has performed its obligations hereunder in all material
respects, in which case such demand will count as a Demand Registration unless
the Requesting Holders pay all Registration Expenses, as hereinafter defined, in
connection with such withdrawn registration); provided, however, that if,
after it has become effective, an offering of Registrable Shares pursuant to a
registration is interfered with by any stop order, injunction or other order or
requirement of the SEC or other governmental agency or court, such registration
will be deemed not to have been effected and will not count as a Demand
Registration.

       

      (e) The Requesting Holders may
provide in the Demand Request that the offering of Registrable Shares pursuant
to a Demand Registration shall be in the form of a “firm commitment”
underwritten offering (an “Underwritten
Offering”).  The
Requesting Holders of a majority of the Registrable Shares to be registered in a
Demand Registration shall select the investment banking firm or firms to manage
the Underwritten Offering, provided that such selection shall
be subject to the consent of the Company, which consent shall not be
unreasonably withheld.  No Person may participate in any
registration pursuant to Section 2.1(a) unless
such Person (i) agrees to sell such Person’s Registrable Shares on the basis
provided in any underwriting arrangements described above and (ii) completes and
executes all questionnaires, powers of attorney, indemnities, underwriting
agreements and other documents reasonably required under the terms of such
underwriting arrangements; provided, however, that no such
Person shall be required to make any representations or warranties in connection
with any such registration other than representations and warranties as to (A)
such Person’s ownership of his or its Registrable Shares to be transferred free
and clear of all liens, claims and encumbrances, (B) such Person’s power and
authority to effect such transfer and (C) such matters pertaining to compliance
with securities laws as may be reasonably requested; provided, further, however, that the
obligation of such Person to indemnify pursuant to any such underwriting
arrangements shall be several, not joint and several, among such Persons selling
Registrable Shares, and the liability of each such Person will be in proportion
thereto, and provided, further, that such
liability will be limited to the net amount received by such Person from the
sale of his or its Registrable Shares pursuant to such
registration.

       

      (f) No
securities to be sold for the account of any Person (including the Company)
other than a Requesting Holder shall be included in a Demand Registration for an
Underwritten Offering unless the managing underwriter or underwriters shall
advise the Company or the Requesting Holders

       


      
        
           


        

        
           


          
            

          

        

        
           


          Exhibit
10.4

        

      


      (g) in
writing that the inclusion of such securities will not materially and adversely
affect the price or success of the Underwritten Offering (a “Material Adverse
Effect”).  Furthermore, in the event the managing underwriter
or underwriters shall advise the Company or the Requesting Holders that even
after exclusion of all securities of other Persons pursuant to the immediately
preceding sentence, the amount of Registrable Shares proposed to be included in
such Demand Registration by Requesting Holders is sufficiently large to cause a
Material Adverse Effect, the Registrable Shares of the Requesting Holders to be
included in such Demand Registration shall equal the number of shares which the
Company is so advised can be sold in such offering without a Material Adverse
Effect and such shares shall be allocated pro rata among the Requesting Holders
on the basis of the number of Registrable Shares requested to be included in
such registration by each such Requesting Holder.

       

      (h) The
Requesting Holders may provide in the Demand Request that the offering of
Registrable Shares pursuant to a Demand Registration shall be in the form of a
“shelf offering” under the Securities Act to be made on a continuous basis
pursuant to Rule 415 (a “Shelf
Offering”).  The Shelf Offering shall be on Form S-1 (or on
Form S-3, if the Company is eligible to utilize such Form to register its
shares).  Subject to the terms of this Agreement, the Company shall
use its best efforts to cause the Shelf Offering to be declared effective under
the Securities Act as promptly as possible after the filing thereof and shall
use its best efforts to keep such Shelf Offering continuously effective under
the Securities Act until all Registrable Securities covered by such Shelf
Offering have been sold or may be sold without volume restrictions pursuant to
Rule 144(k) as determined by the counsel to the Company pursuant to a
written opinion letter to such effect, addressed and acceptable to the Company’s
transfer agent and the affected Avista Holders. 

       

      (i) Upon
receipt of any Demand Request, the Company shall promptly (but in any event
within 10 days) give written notice of such proposed Demand Registration to all
other Holders, who shall have the right, exercisable by written notice to the
Company within 20 days of their receipt of the Company’s notice, to elect to
include in such Demand Registration such portion of their Registrable Shares as
they may request.  All Holders requesting to have their Registrable
Shares included in a Demand Registration in accordance with the preceding
sentence shall be deemed to be “Requesting
Holders” for purposes of this Section
2.1(g).

       

      (j) The
Company may defer the filing (but not the preparation) of a registration
statement required by Section 2.1(a) until
a date not later than 90 days after the Required Filing Date (or, if longer, 90
days after the effective date of the registration statement contemplated by
clause (ii) below) if (i) at the time the Company receives the Demand Request,
the Company or any of its Subsidiaries are engaged in confidential negotiations
or other confidential business activities, disclosure of which would be required
in such registration

       


      
        
           


        

        
           


          
            

          

        

        
           


          Exhibit
10.4

        

      


      (k) statement
(but would not be required if such registration statement were not filed), and
the Board of Directors of the Company determines in good faith that such
disclosure would be materially detrimental to the Company and its stockholders
or (ii) prior to receiving the Demand Request, the Board of Directors had
determined to effect a registered underwritten public offering of the Company’s
securities for the Company’s account and the Company had taken substantial steps
(including, but not limited to, selecting a managing underwriter for such
offering) and is proceeding with reasonable diligence to effect such
offering.  A deferral of the filing of a registration statement
pursuant to this Section 2.1(h) shall
be lifted, and the requested registration statement shall be filed forthwith,
if, in the case of a deferral pursuant to clause (i) of the preceding sentence,
the negotiations or other activities are disclosed or terminated, or, in the
case of a deferral pursuant to clause (ii) of the preceding sentence, the
proposed registration for the Company’s account is abandoned.  In
order to defer the filing of a registration statement pursuant to this Section 2.1(h), the
Company shall promptly (but in any event within ten days), upon determining to
seek such deferral, deliver to each Requesting Holder a certificate signed by an
executive officer of the Company stating that the Company is deferring such
filing pursuant to this Section 2.1(h) and a
general statement of the reason for such deferral and an approximation of the
anticipated delay.  Within 20 days after receiving such certificate,
the holders of a majority of the Registrable Shares held by the Requesting
Holders and for which registration was previously requested may withdraw such
Demand Request by giving notice to the Company; if withdrawn, the Demand Request
shall be deemed not to have been made for all purposes of this
Agreement.  The Company may defer the filing of a particular
registration statement pursuant to this Section 2.1(h) only
once.

       

      (l) In lieu
of any of the three Demand Registrations and if the Company has established a
“shelf offering” of newly issued shares of Common Stock (the “Company Shelf
Shares”) under the Securities Act to be made on a continuous basis
pursuant to Rule 415 on Form S-3 (the “Company
Shelf”), the Avista Holders may issue a Demand Request for the Company to
sell Company Shelf Shares and use the proceeds from such sales to purchase the
Registrable Shares held by the Requesting Holders (the “Shelf Funded
Repurchase”) at a price equal to the price at which the Company Shelf
Shares were sold less any underwriting discounts and
commissions.  Subject to the terms of this Agreement, the Company
shall use its best efforts to keep such Company Shelf continuously effective
under the Securities Act until all Registrable Securities included in the
applicable Demand Request have been purchased by the Company or may be sold
without volume restrictions pursuant to Rule 144(k) as determined by the
counsel to the Company pursuant to a written opinion letter to such effect,
addressed and acceptable to the Company’s transfer agent and the affected Avista
Holders.   The Company will not be responsible for any fees or
expenses incurred by the Avista Holders in connection with the Shelf Funded
Repurchase other than as provided in Section 2.7
hereto.

       


      
        
           


        

        
           


          
            

          

        

        
           


          Exhibit
10.4

        

      


      (m) Piggyback
Registrations.

       

      (n) Each time
the Company proposes to register any of its equity securities (other than
pursuant to an Excluded Registration) under the Securities Act for sale to the
public (whether for the account of the Company or the account of any Security
Holders of the Company) and the form of registration statement to be used
permits the registration of Registrable Shares, the Company shall give prompt
written notice to each Holder of Registrable Shares (which notice shall be given
not less than 30 days prior to the effective date of the Company’s registration
statement), which notice shall offer each such Holder the opportunity to include
any or all of its or his Registrable Shares in such registration statement,
subject to the limitations contained in Section 2.2(b)
hereof.  Each Holder who desires to have its or his Registrable Shares
included in such registration statement shall so advise the Company in writing
(stating the number of shares desired to be registered) within 20 days after the
date of such notice from the Company.  Any Holder shall have the right
to withdraw such Holder’s request for inclusion of such Holder’s Registrable
Shares in any registration statement pursuant to this Section 2.2(a) by
giving written notice to the Company of such withdrawal.  Subject to
Section 2.2(b)
below, the Company shall include in such registration statement all such
Registrable Shares so requested to be included therein; provided, however, that the
Company may at any time withdraw or cease proceeding with any such registration
if it shall at the same time withdraw or cease proceeding with the registration
of all other equity securities originally proposed to be
registered.

       

      (o) If the
managing underwriter advises the Company that the inclusion of Registrable
Shares requested to be included in the registration statement would cause a
Material Adverse Effect, the Company will be obligated to include in the
registration statement, as to each Requesting Holder, only a portion of the
shares such Holder has requested be registered equal to the product of: (i) the
ratio which such Holder’s requested shares bears to the total number of shares
requested to be included in such registration statement by all Persons
(including Requesting Holders) who have requested (pursuant to contractual
registration rights) that their shares be included in such registration
statement; and (ii) the maximum number of shares that the managing underwriter
advises may be sold in an offering covered by the registration statement without
a Material Adverse Effect.  If as a result of the provisions of this
Section 2.2(b)
any Holder shall not be entitled to include all Registrable Shares in a
registration that such Holder has requested to be so included, such Holder may
withdraw such Holder’s request to include Registrable Shares in such
registration statement.  No Person may participate in any registration
statement hereunder unless such Person (i) agrees to sell such person’s
Registrable Shares on the basis provided in any underwriting arrangements
approved by the Company and (ii) completes and executes all questionnaires,
powers of attorney, indemnities, underwriting agreements and other documents,
each in customary form, reasonably required under the terms of such underwriting
arrangements; provided, however, that
no

       


      
        
           


        

        
           


          
            

          

        

        
           


          Exhibit
10.4

        

      


      (p) such
Person shall be required to make any representations or warranties in connection
with any such registration other than representations and warranties as to (A)
such Person’s ownership of his or its Registrable Shares to be sold or
transferred free and clear of all liens, claims and encumbrances, (B) such
Person’s power and authority to effect such transfer and (C) such matters
pertaining to compliance with securities laws as may be reasonably requested;
provided, further, however,
that the obligation of such Person to indemnify pursuant to any such
underwriting arrangements shall be several, not joint and several, among such
Persons selling Registrable Shares, and the liability of each such Person will
be in proportion to, and provided, further, that such
liability will be limited, to the net amount received by such Person from the
sale of his or its Registrable Shares pursuant to such
registration.

       

      2.2 Transfer of Registration
Rights.  The rights of each Holder under this Agreement may be
assigned to a transferee or assignee of at least 50,000 shares (on a fully basis
as adjusted for stock splits, stock dividends, recapitalizations and the like)
of a Holder’s Registrable Shares not sold to the public; provided, however, that the
Company is given: (a) written notice by such Holder at or within a reasonable
time after said transfer, stating the name and address of such transferee or
assignee and identifying the securities with respect to which such registration
rights are being transferred or assigned; and (b) a joinder agreement, in a form
reasonably satisfactory to the Company, executed by such assignee pursuant to
which such assignee agrees to be bound by the terms of this
Agreement.  Notwithstanding the foregoing, any Holder may transfer
rights to a transferee of fewer than 50,000 shares (on a fully basis as adjusted
for stock splits, stock dividends, recapitalizations and the like) of a Holder’s
Registrable Shares if such transferee is (a) any affiliate, control person,
controlled person, partner or retired partner of any Holder or (b) any family
member or trust for the benefit of any individual Holder.

       

      2.3 Holdback
Agreement.  Unless the managing underwriter otherwise agrees,
each of the Company and the Holders agrees (and the Company agrees, in
connection with any underwritten registration, to use its commercially
reasonable efforts to cause its Affiliates to agree) not to effect any public
sale or private offer or distribution of any Common Stock or Common Stock
Equivalents during the ten Business Days prior to the effectiveness under the
Securities Act of any underwritten registration and during such time period
after the effectiveness under the Securities Act of any underwritten
registration (not to exceed 90 days) as the Company and the managing underwriter
may agree.  Notwithstanding the foregoing, this Section 2.4 shall not
apply unless all then officers and directors of the Company and each holder of
securities representing 1% or more of the outstanding securities of the Company
enter into similar agreements.  Any discretionary waiver or
termination of the requirements under the foregoing provisions made by the
managing underwriter shall apply to each seller of Registrable Shares on a pro
rata basis in accordance with the number of Registrable Shares held by each
seller.

       


      
        
           


        

        
           


          
            

          

        

        
           


          Exhibit
10.4

        

      


      2.4 Registration
Procedures.  Whenever any Holder has requested that any
Registrable Shares be registered pursuant to this Agreement, the Company will
use its commercially reasonable efforts to effect the registration and the sale
of such Registrable Shares in accordance with the intended method of disposition
thereof, and pursuant thereto the Company will as expeditiously as
possible:

       

      (a) prepare
and file with the SEC a registration statement on any appropriate form under the
Securities Act with respect to such Registrable Shares and use its commercially
reasonable efforts to cause such registration statement to become
effective;

       

      (b) prepare
and file with the SEC such amendments, post-effective amendments and supplements
to such registration statement and the prospectus used in connection therewith
as may be necessary to keep such registration statement effective until all of
the shares subject to such offering have been sold (or such lesser period as is
necessary for the underwriters in an Underwritten Offering to sell unsold
allotments) and comply with the provisions of the Securities Act with respect to
the disposition of all securities covered by such registration statement during
such period in accordance with the intended methods of disposition by the
sellers thereof set forth in such registration statement;

       

      (c) furnish
to each seller of Registrable Shares and the underwriters of the securities
being registered such number of copies of such registration statement, each
amendment and supplement thereto, the prospectus included in such registration
statement (including each preliminary prospectus), any documents incorporated by
reference therein and such other documents as such seller or underwriters may
reasonably request in order to facilitate the disposition of the Registrable
Shares owned by such seller or the sale of such securities by such underwriters
(it being understood that, subject to Section 2.6 and the
requirements of the Securities Act and applicable state securities laws, the
Company consents to the use of the prospectus and any amendment or supplement
thereto by each seller and the underwriters in connection with the offering and
sale of the Registrable Shares covered by the registration statement of which
such prospectus, amendment or supplement is a part);

       

      (d) use its
commercially reasonable efforts to register or qualify the Registrable Shares
under the other securities or blue sky laws of the jurisdictions as the managing
underwriter reasonably requests (or, in the event the registration statement
does not relate to an Underwritten Offering, as the holders of a majority of the
Registrable Shares may reasonably request); use its commercially reasonable
efforts to keep each such registration or qualification (or exemption therefrom)
effective during the period in which the registration statement is required to
be kept effective; and do any and all other acts and things which may be
reasonably necessary or advisable to enable each seller to consummate the
disposition of the Registrable Shares owned by such seller in

       


      
        
           


        

        
           


          
            

          

        

        
           


          Exhibit
10.4

        

      


      (e) such
jurisdictions (provided, however, that the
Company will not be required to (i) qualify generally to do business in any
jurisdiction where it would not otherwise be required to qualify but for this
subparagraph or (ii) consent to general service of process in any such
jurisdiction);

       

      (f) promptly
notify each seller and each underwriter and if requested by any such Person,
confirm such notice in writing (i) when a prospectus or any prospectus
supplement or post-effective amendment has been filed and, with respect to a
registration statement or any post-effective amendment, when the same has become
effective, (ii) of the issuance by any state securities or other regulatory
authority of any order suspending the qualification or exemption from
qualification of any of the Registrable Shares under state securities or “blue
sky” laws or the initiation of any proceedings for that purpose and (iii) of the
happening of any event which makes any statement made in a registration
statement or related prospectus untrue or which requires the making of any
changes in such registration statement, prospectus or documents so that they
will not contain any untrue statement of a material fact or omit to state any
material fact required to be stated therein or necessary to make the statements
therein not misleading, and, as promptly as practicable thereafter, prepare and
file with the SEC and furnish a supplement or amendment to such prospectus so
that, as thereafter deliverable to the purchasers of such Registrable Shares,
such prospectus will not contain any untrue statement of a material fact or omit
a material fact necessary to make the statements therein, in light of the
circumstances under which they were made, not misleading;

       

      (g) make
generally available to the Company’s Security Holders an earnings statement
satisfying the provisions of Section 11(a) of the Securities Act no later than
30 days after the end of the 12 month period beginning with the first day of the
Company’s first fiscal quarter commencing after the effective date of a
registration statement, which earnings statement shall cover said 12 month
period, and which requirement will be deemed to be satisfied if the Company
timely files complete and accurate information on Forms 10-Q, 10-K and 8-K under
the Exchange Act and otherwise complies with Rule 158 under the Securities
Act;

       

      (h) if
requested by the managing underwriter or any seller promptly incorporate in a
prospectus supplement or post-effective amendment such information as the
managing underwriter or any seller reasonably requests to be included therein,
including, without limitation, with respect to the Registrable Shares being sold
by such seller, the purchase price being paid therefor by the underwriters and
with respect to any other terms of the Underwritten Offering of the Registrable
Shares to be sold in such offering, and promptly make all required filings of
such prospectus supplement or post-effective amendment;

       

      (i) as
promptly as practicable after filing with the SEC of any document which is
incorporated by reference into a registration statement (in the

       


      
        
           


        

        
           


          
            

          

        

        
           


          Exhibit
10.4

        

      


      (j) form in
which it was incorporated), deliver a copy of each such document to each
seller;

       

      (k) cooperate
with the sellers and the managing underwriter to facilitate the timely
preparation and delivery of certificates (which shall not bear any restrictive
legends unless required under applicable law) representing securities sold under
any registration statement, and enable such securities to be in such
denominations and registered in such names as the managing underwriter or such
sellers may request and keep available and make available to the Company’s
transfer agent prior to the effectiveness of such registration statement a
supply of such certificates;

       

      (l) promptly
make available for inspection by any seller, any underwriter participating in
any disposition pursuant to any registration statement, and any attorney,
accountant or other agent or representative retained by any such seller or
underwriter (collectively, the “Inspectors”),
all financial and other records, pertinent corporate documents and properties of
the Company (collectively, the “Records”),
as shall be reasonably necessary to enable them to exercise their due diligence
responsibility, and cause the Company’s officers, directors and employees to
supply all information requested by any such Inspector in connection with such
registration statement; provided, however, that, unless
the disclosure of such Records is necessary to avoid or correct a misstatement
or omission in the registration statement or the release of such Records is
ordered pursuant to a subpoena or other order from a court of competent
jurisdiction, the Company shall not be required to provide any information under
this subparagraph (j) if (i) the Company believes, after consultation with
counsel for the Company, that to do so would cause the Company to forfeit an
attorney-client privilege that was applicable to such information or (ii) if
either (A) the Company has requested and been granted from the SEC confidential
treatment of such information contained in any filing with the SEC or documents
provided supplementally or otherwise or (B) the Company reasonably determines in
good faith that such Records are confidential and so notifies the Inspectors in
writing unless prior to furnishing any such information with respect to (i) or
(ii) such Holder of Registrable Shares requesting such information agrees to
enter into a confidentiality agreement in customary form and subject to
customary exceptions; and provided, further, that each
Holder of Registrable Shares agrees that it will, upon learning that disclosure
of such Records is sought in a court of competent jurisdiction, give notice to
the Company and allow the Company, at its expense, to undertake appropriate
action and to prevent disclosure of the Records deemed
confidential;

       

      (m) furnish
to each seller and underwriter a signed counterpart of (i) an opinion or
opinions of counsel to the Company and (ii) a comfort letter or comfort letters
from the Company’s independent public accountants, each in customary form and
covering such matters of the type customarily covered by

       


      
        
           


        

        
           


          
            

          

        

        
           


          Exhibit
10.4

        

      


      (n) opinions
or comfort letters, as the case may be, as the sellers or managing underwriter
reasonably requests;

       

      (o) cause the
Registrable Shares included in any registration statement to be (i) listed on
each securities exchange, if any, on which similar securities issued by the
Company are then listed or (ii) authorized to be quoted and/or listed (to the
extent applicable) on the National Association of Securities Dealers, Inc.
(“NASD”).  Automated
Quotation System or the Nasdaq National Market if the Registrable Shares so
qualify;

       

      (p) provide a
transfer agent and registrar for all Registrable Shares registered hereunder and
provide a CUSIP number for the Registrable Shares included in any registration
statement not later than the effective date of such registration
statement;

       

      (q) cooperate
with each seller and each underwriter participating in the disposition of such
Registrable Shares and their respective counsel in connection with any filings
required to be made with the NASD;

       

      (r) during
the period when the prospectus is required to be delivered under the Securities
Act, promptly file all documents required to be filed with the SEC pursuant to
Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act;

       

      (s) notify
each seller of Registrable Shares promptly of any request by the SEC for the
amending or supplementing of such registration statement or prospectus or for
additional information;

       

      (t) prepare
and file with the SEC promptly any amendments or supplements to such
registration statement or prospectus which, in the opinion of counsel for the
Company or the managing underwriter, is required in connection with the
distribution of the Registrable Shares;

       

      (u) enter
into such agreements (including underwriting agreements in the managing
underwriter’s customary form) as are customary in connection with an
underwritten registration; and

       

      (v) advise
each seller of such Registrable Shares, promptly after it shall receive notice
or obtain knowledge thereof, of the issuance of any stop order by the SEC
suspending the effectiveness of such registration statement or the initiation or
threatening of any proceeding for such purpose and promptly use its best efforts
to prevent the issuance of any stop order or to obtain its withdrawal at the
earliest possible moment if such stop order should be issued.

       

      2.5 Suspension of
Dispositions.  Each Holder agrees by acquisition of any
Registrable Shares that, upon receipt of any notice (a “Suspension
Notice”) from the Company of the happening of any event of the kind
described in Section

       


      
        
           


        

        
           


          
            

          

        

        
           


          Exhibit
10.4

        

      


      2.6 2.5(e)(iii) such
Holder will forthwith discontinue disposition of Registrable Shares until such
Holder’s receipt of the copies of the supplemented or amended prospectus, or
until it is advised in writing (the “Advice”)
by the Company that the use of the prospectus may be resumed, and has received
copies of any additional or supplemental filings which are incorporated by
reference in the prospectus, and, if so directed by the Company, such Holder
will deliver to the Company all copies, other than permanent file copies then in
such Holder’s possession, of the prospectus covering such Registrable Shares
current at the time of receipt of such notice.  In the event the
Company shall give any such notice, the time period regarding the effectiveness
of registration statements set forth in Section 2.5(b) hereof
shall be extended by the number of days during the period from and including the
date of the giving of the Suspension Notice to and including the date when each
seller of Registrable Shares covered by such registration statement shall have
received the copies of the supplemented or amended prospectus or the
Advice.  The Company shall use its commercially reasonable efforts and
take such actions as are reasonably necessary to render the Advice as promptly
as practicable.

       

      2.7 Registration
Expenses.  All expenses incident to the Company’s performance
of or compliance with this Article II including,
without limitation, all registration and filing fees, all fees and expenses
associated with filings required to be made with the NASD (including, if
applicable, the fees and expenses of any “qualified independent underwriter” as
such term is defined in Schedule E of the By-Laws of the NASD, and of its
counsel), as may be required by the rules and regulations of the NASD, fees and
expenses of compliance with securities or “blue sky” laws (including reasonable
fees and disbursements of counsel in connection with “blue sky” qualifications
of the Registrable Shares), rating agency fees, printing expenses (including
expenses of printing certificates for the Registrable Shares in a form eligible
for deposit with Depository Trust Company and of printing prospectuses if the
printing of prospectuses is requested by a holder of Registrable Shares),
messenger and delivery expenses, the Company’s internal expenses (including
without limitation all salaries and expenses of its officers and employees
performing legal or accounting duties), the fees and expenses incurred in
connection with any listing of the Registrable Shares, fees and expenses of
counsel for the Company and its independent certified public accountants
(including the expenses of any special audit or “cold comfort” letters required
by or incident to such performance), securities acts liability insurance (if the
Company elects to obtain such insurance), the fees and expenses of any special
experts retained by the Company in connection with such registration, and the
fees and expenses of other persons retained by the Company and reasonable fees
and expenses of one firm of counsel for the sellers (which shall be selected by
the holders of a majority of the Registrable Shares being included in any
particular registration statement) (all such expenses being herein called “Registration Expenses”)
will be borne by the Company whether or not any registration statement becomes
effective; provided, however, that in no
event shall Registration Expenses include any underwriting discounts,
commissions or fees

       


      
        
           


        

        
           


          
            

          

        

        
           


          Exhibit
10.4

        

      


      2.8 attributable
to the sale of the Registrable Shares or any counsel (except as provided above),
accountants or other persons retained or employed by the Holders.

       

      2.9 Indemnification.

       

      (a) The
Company agrees to indemnify and reimburse, to the fullest extent permitted by
law, each seller of Registrable Shares, and each of its employees, advisors,
agents, representatives, partners, officers, and directors and each Person who
controls such seller (within the meaning of the Securities Act or the Exchange
Act) and any agent or investment advisor thereof (collectively, the “Seller
Affiliates”) (i) against any and all losses, claims, damages, liabilities
and expenses, joint or several (including, without limitation, attorneys’ fees
and disbursements except as limited by Section 2.8(c))
based upon, arising out of, related to or resulting from any untrue or alleged
untrue statement of a material fact contained in any registration statement,
prospectus or preliminary prospectus or any amendment thereof or supplement
thereto, or any omission or alleged omission of a material fact required to be
stated therein or necessary to make the statements therein not misleading, (ii)
against any and all losses, liabilities, claims, damages and expenses
whatsoever, as incurred, to the extent of the aggregate amount paid in
settlement of any litigation or investigation or proceeding by any governmental
agency or body, commenced or threatened, or of any claim whatsoever based upon,
arising out of, related to or resulting from any such untrue statement or
omission or alleged untrue statement or omission, and (iii) against any and all
costs and expenses (including reasonable fees and disbursements of counsel) as
may be reasonably incurred in investigating, preparing or defending against any
litigation, investigation or proceeding by any governmental agency or body,
commenced or threatened, or any claim whatsoever based upon, arising out of,
related to or resulting from any such untrue statement or omission or alleged
untrue statement or omission, or such violation of the Securities Act or
Exchange Act, to the extent that any such expense or cost is not paid under
subparagraph (i) or (ii) above; except insofar as any such statements are made
in reliance upon and in strict conformity with information furnished in writing
to the Company by such seller or any Seller Affiliate for use therein or arise
from such seller’s or any Seller Affiliate’s failure to deliver a copy of the
registration statement or prospectus or any amendments or supplements thereto
after the Company has furnished such seller or Seller Affiliate with a
sufficient number of copies of the same.  The reimbursements required
by this Section
2.8(a) will be made by periodic payments during the course of the
investigation or defense, as and when bills are received or expenses
incurred.

       

      (b) In
connection with any registration statement in which a seller of Registrable
Shares is participating, each such seller will furnish to the Company in writing
such information and affidavits as the Company reasonably requests for use in
connection with any such registration statement or prospectus

       


      
        
           


        

        
           


          
            

          

        

        
           


          Exhibit
10.4

        

      


      (c) and, to
the fullest extent permitted by law, each such seller will indemnify the Company
and its directors and officers and each Person who controls the Company (within
the meaning of the Securities Act or the Exchange Act) against any and all
losses, claims, damages, liabilities and expenses (including, without
limitation, reasonable attorneys’ fees and disbursements except as limited by
Section 2.8(c))
resulting from any untrue statement or alleged untrue statement of a material
fact contained in the registration statement, prospectus or any preliminary
prospectus or any amendment thereof or supplement thereto or any omission or
alleged omission of a material fact required to be stated therein or necessary
to make the statements therein not misleading, but only to the extent that such
untrue statement or alleged untrue statement or omission or alleged omission is
contained in any information or affidavit so furnished in writing by such seller
or any of its Seller Affiliates specifically for inclusion in the registration
statement; provided that the
obligation to indemnify will be several, not joint and several, among such
sellers of Registrable Shares, and the liability of each such seller of
Registrable Shares will be in proportion to, and, provided, further, that such
liability will be limited to, the net amount received by such seller from the
sale of Registrable Shares pursuant to such registration statement; provided, however, that such
seller of Registrable Shares shall not be liable in any such case to the extent
that prior to the filing of any such registration statement or prospectus or
amendment thereof or supplement thereto, such seller has furnished in writing to
the Company information expressly for use in such registration statement or
prospectus or any amendment thereof or supplement thereto which corrected or
made not misleading information previously furnished to the
Company.

       

      (d) Any
Person entitled to indemnification hereunder will (i) give prompt written notice
to the indemnifying party of any claim with respect to which it seeks
indemnification (provided that the
failure to give such notice shall not limit the rights of such Person) and (ii)
unless in such indemnified party’s reasonable judgment a conflict of interest
between such indemnified and indemnifying parties may exist with respect to such
claim, permit such indemnifying party to assume the defense of such claim with
counsel reasonably satisfactory to the indemnified party; provided, however, that any
person entitled to indemnification hereunder shall have the right to employ
separate counsel and to participate in the defense of such claim, but the fees
and expenses of such counsel shall be at the expense of such person unless (A)
the indemnifying party has agreed to pay such fees or expenses or (B) the
indemnifying party shall have failed to assume the defense of such claim and
employ counsel reasonably satisfactory to such person.  If such
defense is not assumed by the indemnifying party as permitted hereunder, the
indemnifying party will not be subject to any liability for any settlement made
by the indemnified party without its consent (but such consent will not be
unreasonably withheld).  If such defense is assumed by the
indemnifying party pursuant to the provisions hereof, such indemnifying party
shall not settle or otherwise compromise the applicable claim unless (i) such
settlement or compromise contains a full and unconditional release of
the

       


      
        
           


        

        
           


          
            

          

        

        
           


          Exhibit
10.4

        

      


      (e) indemnified
party or (ii) the indemnified party otherwise consents in writing.  An
indemnifying party who is not entitled to, or elects not to, assume the defense
of a claim will not be obligated to pay the fees and expenses of more than one
counsel for all parties indemnified by such indemnifying party with respect to
such claim, unless in the reasonable judgment of any indemnified party, a
conflict of interest may exist between such indemnified party and any other of
such indemnified parties with respect to such claim, in which event the
indemnifying party shall be obligated to pay the reasonable fees and
disbursements of such additional counsel or counsels.

       

      (f) Each
party hereto agrees that, if for any reason the indemnification provisions
contemplated by Section 2.8(a) or
Section 2.8(b)
are unavailable to or insufficient to hold harmless an indemnified party in
respect of any losses, claims, damages, liabilities or expenses (or actions in
respect thereof) referred to therein, then each indemnifying party shall
contribute to the amount paid or payable by such indemnified party as a result
of such losses, claims, liabilities or expenses (or actions in respect thereof)
in such proportion as is appropriate to reflect the relative fault of the
indemnifying party and the indemnified party in connection with the actions
which resulted in the losses, claims, damages, liabilities or expenses as well
as any other relevant equitable considerations.  The relative fault of
such indemnifying party and indemnified party shall be determined by reference
to, among other things, whether the untrue or alleged untrue statement of a
material fact or omission or alleged omission to state a material fact relates
to information supplied by such indemnifying party or indemnified party, and the
parties’ relative intent, knowledge, access to information and opportunity to
correct or prevent such statement or omission.  The parties hereto
agree that it would not be just and equitable if contribution pursuant to this
Section 2.8(d)
were determined by pro rata allocation (even if the Holders or any underwriters
or all of them were treated as one entity for such purpose) or by any other
method of allocation which does not take account of the equitable considerations
referred to in this Section 2.8(d). The
amount paid or payable by an indemnified party as a result of the losses,
claims, damages, liabilities or expenses (or actions in respect thereof)
referred to above shall be deemed to include any legal or other fees or expenses
reasonably incurred by such indemnified party in connection with investigating
or, except as provided in Section 2.8(c),
defending any such action or claim.  Notwithstanding the provisions of
this Section
2.8(d), no Holder shall be required to contribute an amount greater than
the dollar amount by which the net proceeds received by such Holder with respect
to the sale of any Registrable Shares exceeds the amount of damages which such
Holder has otherwise been required to pay by reason of any and all untrue or
alleged untrue statements of material fact or omissions or alleged omissions of
material fact made in any registration statement, prospectus or preliminary
prospectus or any amendment thereof or supplement thereto related to such sale
of Registrable Shares.  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

       


      
        
           


        

        
           


          
            

          

        

        
           


          Exhibit
10.4

        

      


      (g) misrepresentation.  The
Holders’ obligations in this Section 2.8(d) to
contribute shall be several in proportion to the amount of Registrable Shares
registered by them and not joint.

       

      If
indemnification is available under this Section 2.8, the
indemnifying parties shall indemnify each indemnified party to the full extent
provided in Section
2.8(a) and Section 2.8(b)
without regard to the relative fault of said indemnifying party or indemnified
party or any other equitable consideration provided for in this Section 2.8(d)
subject, in the case of the Holders, to the limited dollar amounts set forth in
Section 2.8(b).

       

      (h) The
indemnification and contribution provided for under this Agreement will remain
in full force and effect regardless of any investigation made by or on behalf of
the indemnified party or any officer, director or controlling Person of such
indemnified party and will survive the transfer of securities.

       

      2.10 Current Public
Information.  With a view to making available to the Holders
the benefits of certain rules and regulations of the SEC that may at any time
permit the sale of securities to the public without registration, the Company
agrees to use its best efforts to:

       

      (a) make and
keep public information available, as those terms are defined in Rule 144 under
the Securities Act, at all times after the effective date that the Company
becomes subject to the reporting requirements of the Securities Act or the
Exchange Act;

       

      (b) file with
the SEC in a timely manner all reports and other documents required of the
Company under the Securities Act and the Exchange Act (at any time after it has
become subject to such reporting requirements); and

       

      (c) furnish
to any Holder, so long as such Holder owns any Registrable Shares, upon request
by such Holder, (i) a written statement by the Company that it has complied with
the reporting requirements of Rule 144 (at any time after 90 days after the
effective date of the first registration statement filed by the Company for an
offering of its securities to the general public), and of the Securities Act and
the Exchange Act (at any time after it has become subject to such reporting
requirements), (ii) a copy of the most recent annual or quarterly report of the
Company and (iii) such other reports and documents of the Company and other
information in the possession of or reasonably obtainable by the Company as a
Holder may reasonably request in availing itself of any rule or regulation of
the SEC allowing a Holder to sell any such securities without
registration.

       

      2.11 No Inconsistent
Agreements.  Neither the Company nor any of its Subsidiaries
has entered, as of the date hereof, nor shall the Company or any of its
Subsidiaries, on of after the date of this Agreement, enter into any agreement
with

       


      
        
           


        

        
           


          
            

          

        

        
           


          Exhibit
10.4

        

      


      2.12 respect
to its securities, that would have the effect of impairing the rights granted to
the Holders under this Agreement or otherwise conflicts with provisions
thereof.  Except as set forth on Schedule 2.10,
neither the Company nor any of its Subsidiaries has previously entered into any
agreement granting any registration rights with respect to any of its securities
to any Person that have not been satisfied in full.  

       

      ARTICLE
III  - TERMINATION

       

      3.1 Termination.  The
provisions of this Agreement shall terminate on the seventh anniversary
hereof.

       

      ARTICLE IV  -  MISCELLANEOUS

       

      4.1 Notices.  Any
notices or other communications required or permitted hereunder shall be in
writing, and shall be sufficiently given if made by hand delivery, by telex, by
telecopier or registered or certified mail, postage prepaid, return receipt
requested, addressed as follows (or at such other address as may be substituted
by notice given as herein provided):

       

      If to the
Company:

       

      Geokinetics
Inc.

      1500 City West Blvd., Suite
800

      Houston, TX 77042

      Telecopy
#: (713) 850-7330

      Attention:  Richard
F. Miles

      


      With
copies to (which shall not constitute notice):

      


      


      Chamberlain,
Hrdlicka, White, Williams & Martin

      1200
Smith Street, Suite 1400

      Houston,
Texas 77002

      Telecopy
#:  (713) 658-2553

      Attention:  James
J. Spring, III

      


      


      If to any
Holder, at its address listed on the signature pages hereof.

       

      Any
notice or communication hereunder shall be deemed to have been given or made as
of the date so delivered if personally delivered; when answered back, if
telexed; when receipt is acknowledged, if telecopied; and five calendar days
after mailing if sent by registered or certified mail (except that a notice of
change of address shall not be deemed to have been given until actually received
by the addressee).

       


      
        
           


        

        
           


          
            

          

        

        
           


          Exhibit
10.4

        

      


      Failure
to transmit a notice or communication to a Holder or any defect in it shall not
affect its sufficiency with respect to other Holders.  If a notice or
communication is given or made in the manner provided above, it is duly given,
whether or not the addressee receives it.

       

      4.2 Governing
Law.  THIS AGREEMENT, THE RIGHTS AND OBLIGATIONS OF THE PARTIES
UNDER THIS AGREEMENT, AND ANY CLAIM OR CONTROVERSY DIRECTLY OR INDIRECTLY BASED
UPON OR ARISING OUT OF THIS AGREEMENT (WHETHER BASED ON CONTRACT, TORT OR ANY
OTHER THEORY), INCLUDING ALL MATTERS OF CONSTRUCTION, VALIDITY AND PERFORMANCE,
SHALL IN ALL RESPECTS BE GOVERNED BY AND INTERPRETED, CONSTRUED AND DETERMINED
EXCLUSIVELY IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF NEW YORK,
WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAW THAT WOULD REQUIRE THE
APPLICATION OF THE LAW OF ANY OTHER JURISDICTION.

       

      4.3 Jurisdiction.  EACH
PARTY HERETO IRREVOCABLY AND UNCONDITIONALLY CONSENTS TO SUBMIT TO THE EXCLUSIVE
JURISDICTION OF FEDERAL OR STATE COURT OF COMPETENT JURISDICTION IN THE SOUTHERN
DISTRICT OF NEW YORK AND ANY APPELLATE COURT THEREFROM, FOR THE RESOLUTION OF
ANY AND ALL DISPUTES, CONTROVERSIES, CONFLICTS, LITIGATION OR ACTIONS ARISING
OUT OF OR RELATING TO THIS AGREEMENT AND THE SUBJECT MATTER HEREOF AND AGREES
NOT TO COMMENCE ANY LITIGATION OR ACTIONS ARISING OUT OF OR RELATING TO THIS
AGREEMENT AND THE SUBJECT MATTER HEREOF IN ANY OTHER COURT.

       

      4.4 Successors and
Assigns.  Except as otherwise expressly provided herein, this
Agreement shall be binding upon and benefit the Company, each Holder and their
respective successors and assigns.

       

      4.5 Duplicate
Originals.  All parties may sign any number of copies of this
Agreement.  Each signed copy shall be an original, but all of them
together shall represent the same agreement.

       

      4.6 Severability.  In
case any provision in this Agreement shall be held invalid, illegal or
unenforceable in any respect for any reason, the validity, legality and
enforceability of any such provision in every other respect and the remaining
provisions shall not in any way be affected or impaired thereby.

       

      4.7 No Waivers;
Amendments.

       

      (a) No
failure or delay on the part of the Company or any Holder in exercising any
right, power or remedy hereunder shall operate as a

       


      
        
           


        

        
           


          
            

          

        

        
           


          Exhibit
10.4

        

      


      (b) waiver
thereof, nor shall any single or partial exercise of any such right, power or
remedy preclude any other or further exercise thereof or the exercise of any
other right, power or remedy.  The remedies provided for herein are
cumulative and are not exclusive of any remedies that may be available to the
Company or any Holder at law or in equity or otherwise.

       

      (c) Any
provision of this Agreement may be amended or waived if, but only if, such
amendment or waiver is in writing and is signed by the Company and the Required
Holders.

       

      4.8 Negotiated
Agreement. This Agreement was negotiated by the parties with the
benefit of legal representation, and any rule of construction or interpretation
otherwise requiring this Agreement to be construed or interpreted against any
party shall not apply to the construction or interpretation hereof.


       

      4.9 Prior Registration
Rights.  In consideration of the inclusion of shares of Common
Stock owned by the Avista Holders within the definition of Registrable
Securities herein, the Avista Holders hereby waive their right to have any of
their shares of Common stock included within the definition of Registrable
Securities under the Registration Rights Agreement dated as of May 2, 2003 (the
“2003
Registration Rights Agreement”), among the Company and the parties named
therein and acknowledge that they shall not be entitled to any rights under the
2003 Registration Rights Agreement.

       

       [THE
REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK]

       


      
        
           


        

        
           


          
            

          

        

        
           


          Exhibit
10.4

        

      


      IN
WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly
executed by their respective authorized officers as of the date first written
above.

       

      GEOKINETICS INC.

      


      


      


      By:  /s/ Richard F.
Miles

                      Name:  Richard
F. Miles

      Title:    President

      



      
        
          
            


            


            DA1:\453472\09\9PWG09!.DOC\18866.0004
                                                             


          

           


        

        
           


          
            

          

        

        
           


          Exhibit
10.4

        

      


      AVISTA
CAPITAL PARTNERS, L.P.

       

      By:
AVISTA CAPITAL PARTNERS GP, LLC, its general partner

       

      By:           /s/ Jeff
Gunst                                                      

       

      Jeff
Gunst,

       

      Authorized
Signatory

       

      Address:

      1000
Louisiana Street, Suite 1200

      Houston,
Texas 77002

      Telecopy:
(713) 328-1097

      Attention:
Steve Webster

       

      AVISTA
CAPITAL PARTNERS (OFFSHORE), L.P.

       

      By:
AVISTA CAPITAL PARTNERS GP, LLC, its general partner

       

      By:           /s/ Jeff
Gunst                                                      

       

      Jeff
Gunst,

       

      Authorized
Signatory

       

      Address:

      1000
Louisiana Street, Suite 1200

      Houston,
Texas 77002

      Telecopy:
(713) 328-1097

      Attention:
Steve Webster

       

      Copy
to:

       

      King
& Spalding LLP

      1100
Louisiana, Suite 4000

      Houston,
TX  77002

      Telephone:
(713) 751-3240

      Facsimile:  (713)
751-3290

      Attention:  Steve
Rubin, Esq.,


      
        
           


        

        
           


          
            

          

        

        
           


          Exhibit
10.4

        

      


      LEVANT
AMERICA S.A.

       

      By:           /s/ K.H. Hannan,
Jr.                                                      

       

      K. H.
Hannan, Jr.

       

      Attorney
in Fact

       

      Colonial
Navigation Company, Inc.

      750
Lexington Ave. 26th Floor

      New York,
New York, 10022

      Telecopy:
(212) 319-2826

      Attention:
K. H. Hannan, Jr.

      


      0686343.04

      940480-000000:7/23/2008


      
        
           


        

        
           


          
            

          

        

        
           


          Exhibit
10.4

        

      


      


      


       

      


       

      


       

      AMENDED
AND RESTATED

      REGISTRATION
RIGHTS AGREEMENT

       

      


       

      GEOKINETICS
INC.

       

      


       

      Dated as
of July 28, 2008

      


      


      

        
          
             


          

          
             


            
              

            

          

          
             


            Exhibit
10.4

          

        


        
          	
                  TABLE
      OF CONTENTS

                	
                  Page

                
	
                  ARTICLE I
    -  DEFINITIONS

                	
                  2

                
	
                  1.1  Definitions

                	
                  2

                
	
                  1.2  Other
      Definitional and Interpretive Matters

                	
                  4

                
	
                  ARTICLE
      II -  REGISTRATION RIGHTS

                	
                  4

                
	
                  2.1  Demand
      Registration

                	
                  5

                
	
                  2.2  Piggyback
      Registrations

                	
                  9

                
	
                  2.3  Transfer
      of Registration Rights

                	
                  10

                
	
                  2.4  Holdback
      Agreement

                	
                  10

                
	
                  2.5  Registration
      Procedures

                	
                  11

                
	
                  2.6  Suspension
      of Dispositions

                	
                  14

                
	
                  2.7  Registration
      Expenses

                	
                  15

                
	
                  2.8  Indemnification

                	
                  16

                
	
                  2.9  Current
      Public Information

                	
                  19

                
	
                  2.10  No
      Inconsistent Agreements

                	
                  19

                
	
                  ARTICLE
      III -  TERMINATION

                	
                  20

                
	
                  3.1  Termination

                	
                  20

                
	
                  ARTICLE
      IV -  MISCELLANEOUS

                	
                  20

                
	
                  4.1  Notices

                	
                  20

                
	
                  4.2  Governing
      Law

                	
                  21

                
	
                  4.3  Jurisdiction

                	
                  21

                
	
                  4.4  Successors
      and Assigns

                	
                  21

                
	
                  4.5  Duplicate
      Originals

                	
                  21

                
	
                  4.6  Severability

                	
                  21

                
	
                  4.7  No
      Waivers; Amendments

                	
                  21

                
	
                  4.8  Negotiated
      Agreement

                	
                  22

                
	
                  4.9  Prior
      Registration Rights

                	
                  22

                
	
                  End of TOC - Do not
      delete this paragraph!