ex10-5.htm


     

    

      


      THE SECURITIES REPRESENTED HEREBY MAY
NOT BE TRANSFERRED UNLESS (I) SUCH SECURITIES HAVE BEEN REGISTERED FOR SALE
PURSUANT TO THE SECURITIES ACT OF 1933, AS AMENDED, (II) SUCH SECURITIES ARE
SOLD PURSUANT TO RULE 144 UNDER THE SECURITIES ACT OF 1993, AS AMENDED, OR ANY
RULE PROMULGATED UNDER SUCH ACT WHICH IS A SUCCESSOR TO RULE 144, OR (III) THE
COMPANY HAS RECEIVED AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO IT THAT
SUCH TRANSFER MAY LAWFULLY BE MADE WITHOUT REGISTRATION UNDER THE SECURITIES ACT
OF 1933 OR QUALIFICATION UNDER APPLICABLE STATE SECURITIES LAWS. NOTWITHSTANDING
THE FOREGOING, THE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE
MARGIN ACCOUNT SECURED BY THE SECURITIES.

      


      SUBJECT TO THE PROVISIONS OF SECTION 10
HEREOF, THIS WARRANT SHALL BE VOID AFTER 5:00 P.M. EASTERN TIME ON JULY 28, 2013
[FIFTH ANNIVERSARY OF THE CLOSING DATE] (THE “EXPIRATION DATE”).

      


      No.
001

      


      


      GEOKINETICS INC. WARRANT
TO PURCHASE 189,920 SHARES OF COMMON
STOCK, PAR VALUE $0.01 PER SHARE

      


      For VALUE RECEIVED, Avista Capital
Partners, L.P. (“Warrantholder”), is entitled to purchase, subject to the
provisions of this Warrant, from Geokinetics Inc., a Delaware corporation
(“Company”), at any time from and after the Initial Exercise Date (as defined
below) and not later than 5:00 P.M., Eastern time, on the Expiration Date (as
defined above), at an exercise price per share equal to $20.00 (the exercise
price in effect being herein called the “Warrant Price”), 189,920 shares
(“Warrant Shares”) of the Company’s Common Stock, par value $0.01 per share
(“Common Stock”).  The number of Warrant Shares purchasable upon
exercise of this Warrant and the Warrant Price shall be subject to adjustment
from time to time as described herein.

      


      This Warrant is one of a series of
Warrants of like tenor issued by the Company pursuant to that certain Series B-2
and Warrant Purchase Agreement dated July 28, 2008, among the Company and the
Investors named therein (the “Purchase Agreement”), and initially covering an
aggregate of up to 240,000 shares of Common Stock (collectively, the “2008
Warrants”).

      


      As used herein, “Initial Exercise Date”
shall mean July 29, 2008.

      


      Section
1.                                Registration.  The
Company shall maintain books for the transfer and registration of the
Warrant.  Upon the initial issuance of this Warrant, the Company shall
issue and register the Warrant in the name of the
Warrantholder.


      
        
           


        

        
           


          
            

          

        

        
           


          Exhibit
10.5

        

      


      Section
2.                                Transfers.  As
provided herein, this Warrant may be transferred only pursuant to a registration
statement filed under the Securities Act of 1933, as amended (the “Securities
Act”), or an exemption from such registration.  Subject to such
restrictions, the Company shall transfer this Warrant from time to time upon the
books to be maintained by the Company for that purpose, upon surrender hereof
for transfer, properly endorsed or accompanied by appropriate instructions for
transfer and such other documents as may be reasonably required by the Company,
including, if required by the Company, an opinion of its counsel to the effect
that such transfer is exempt from the registration requirements of the
Securities Act, to establish that such transfer is being made in accordance with
the terms hereof, and a new Warrant shall be issued to the transferee and the
surrendered Warrant shall be canceled by the Company.

      


      Section
3.                                Exercise of
Warrant.  Subject to the provisions hereof, the Warrantholder
may exercise this Warrant, in whole or in part, at any time after the Initial
Exercise Date and prior to its expiration upon surrender of the Warrant,
together with delivery of a duly executed Warrant exercise form, in the form
attached hereto as Appendix A (the “Exercise Agreement”) and payment by cash,
certified check or wire transfer of funds (or, in
certain circumstances, by cashless exercise as provided below) of the
aggregate Warrant Price for that number of Warrant Shares then being purchased,
to the Company during normal business hours on any business day at the Company’s
principal executive offices (or such other office or agency of the Company as it
may designate by notice to the Warrantholder).  The Warrant Shares so
purchased shall be deemed to be issued to the Warrantholder or the
Warrantholder’s designee, as the record owner of such shares, as of the close of
business on the date on which this Warrant shall have been surrendered (or the
date evidence of loss, theft or destruction thereof and security or indemnity
satisfactory to the Company has been provided to the Company), the Warrant Price
shall have been paid and the completed Exercise Agreement shall have been
delivered.  Certificates for the Warrant Shares so purchased shall be
delivered to the Warrantholder within a reasonable time, not exceeding three (3)
business days, after this Warrant shall have been so exercised.  The
certificates so delivered shall be in such denominations as may be requested by
the Warrantholder and shall be registered in the name of the Warrantholder or
such other name as shall be designated by the Warrantholder, as specified in the
Exercise Agreement.  If this Warrant shall have been exercised only in
part, then, unless this Warrant has expired, the Company shall, at its expense,
at the time of delivery of such certificates, deliver to the Warrantholder a new
Warrant representing the right to purchase the number of shares with respect to
which this Warrant shall not then have been exercised.  As used
herein, “business day” means a day, other than a Saturday or Sunday, on which
banks in New York City are open for the general transaction of
business.  Each exercise hereof shall constitute the re-affirmation by
the Warrantholder that the representations and warranties contained in Section 5
of the Purchase Agreement are true and correct in all material respects with
respect to the Warrantholder as of the time of such
exercise.  Notwithstanding the foregoing, to effect the exercise of
the Warrant hereunder, the Warrantholder shall not be required to physically
surrender this Warrant to the Company unless the entire Warrant is
exercised.  The Warrantholder and the Company shall maintain records
showing the amount exercised and the dates of such exercise.  The
Warrantholder and any assignee, by acceptance of this Warrant, acknowledge and
agree that, by reason of the provision of the paragraph, following exercise of a
portion of the Warrant, the number of Warrant Shares of this Warrant may be less
than the amount stated on the face hereof.

      


      Section
4.                                Compliance with the
Securities Act of 1933. Except as provided in the Purchase Agreement, the
Company may cause the legend set forth on the first page of
this


      
        
           


        

        
           


          
            

          

        

        
           


          Exhibit
10.5

        

      


      Warrant
to be set forth on each Warrant, and a similar legend on any security issued or
issuable upon exercise of this Warrant, unless counsel for the Company is of the
opinion as to any such security that such legend is unnecessary.

      


      Section
5.                                Payment of
Taxes.  The Company will pay any documentary stamp taxes
attributable to the initial issuance of Warrant Shares issuable upon the
exercise of the Warrant; provided, however, that the Company shall not be
required to pay any tax or taxes which may be payable in respect of any transfer
involved in the issuance or delivery of any certificates for Warrant Shares in a
name other than that of the Warrantholder in respect of which such shares are
issued, and in such case, the Company shall not be required to issue or deliver
any certificate for Warrant Shares or any Warrant until the person requesting
the same has paid to the Company the amount of such tax or has established to
the Company’s reasonable satisfaction that such tax has been
paid.  The Warrantholder shall be responsible for income taxes due
under federal, state or other law, if any such tax is due.

      


      Section
6.                                Mutilated or Missing
Warrants.  In case this Warrant shall be mutilated, lost,
stolen, or destroyed, the Company shall issue in exchange and substitution of
and upon surrender and cancellation of the mutilated Warrant, or in lieu of and
substitution for the Warrant lost, stolen or destroyed, a new Warrant of like
tenor and for the purchase of a like number of Warrant Shares, but only upon
receipt of evidence reasonably satisfactory to the Company of such loss, theft
or destruction of the Warrant, and with respect to a lost, stolen or destroyed
Warrant, reasonable indemnity or bond with respect thereto, if requested by the
Company.

      


      Section
7.                                Reservation of Common
Stock.  At any time when this Warrant is exercisable, the
Company shall at all applicable times keep reserved until issued (if necessary)
as contemplated by this Section 7, out of the authorized and unissued shares of
Common Stock, sufficient shares to provide for the exercise of the rights of
purchase represented by this Warrant.  The Company agrees that all
Warrant Shares issued upon due exercise of the Warrant shall be, at the time of
delivery of the certificates for such Warrant Shares, duly authorized, validly
issued, fully paid and non-assessable shares of Common Stock of the
Company.

      


      Section
8.                              
Adjustments.  Subject
and pursuant to the provisions of this Section 8, the Warrant Price and number
of Warrant Shares subject to this Warrant shall be subject to adjustment from
time to time as set forth hereinafter.

      


      A.  Warrant Price
Adjustment.

      


      
        	
                 
      

              	
                1.

              	
                If
      the Company shall issue, on or after the Initial Exercise Date, any
      Additional Stock (as defined below) for a consideration per share less
      than the Warrant Price in effect immediately prior to the issuance of such
      Additional Stock, and if the aggregate dollar amount of all previous
      issuances of Additional Stock since the Initial Exercise Date is less than
      $50,000,000 (determined by aggregating all previous issuances of
      Additional Stock made after the Initial Exercise Date) the Warrant Price
      for the Series B Preferred Stock in effect immediately prior to each such
      issuance shall forthwith be adjusted to a price equal to the per share
      consideration paid or given for such Additional Stock; provided, however, if the
      Company shall issue, on or after the Initial Exercise Date, any Additional
      Stock after the aggregate amount of previous issuances made after the
      Initial Exercise Date are in excess of $50,000,000
    (determined

              


      


      
        
           


        

        
           


          
            

          

        

        
           


          Exhibit
10.5

        

      


      
        	
                 
      

              	
                by
      aggregating all previous issuances of Additional Stock made after the
      Initial Exercise Date) for a consideration per share less than the Warrant
      Price in effect immediately prior to the issuance of such Additional
      Stock, the Warrant Price in effect immediately prior to each such issuance
      shall forthwith be adjusted to a price determined by multiplying such
      Warrant Price by a fraction, the numerator of which shall be the number of
      shares of Common Stock Outstanding (as defined below) immediately prior to
      such issuance plus the number of shares of Common Stock that the aggregate
      consideration received by the Company for such issuance would purchase at
      such Warrant Price; and the denominator of which shall be the number of
      shares of Common Stock Outstanding (as defined below) immediately prior to
      such issuance plus the number of shares of such Additional
      Stock.  For purposes of this Section 8(A), the term “Common Stock
      Outstanding” shall mean and include the following: (1) outstanding
      Common Stock, (2) Common Stock issuable upon exercise of outstanding stock
      options, (3) Common Stock issuable upon exercise of outstanding warrants
      to purchase Common Stock, (4) Common Stock issuable upon conversion of the
      Series B Preferred Stock, and (5) Common Stock issuable upon the
      conversion of any other series or class of equity securities issued after
      the date hereof which is convertible into shares of Common
      Stock.  Shares described in (1) through (3) above shall be
      included whether vested or unvested, whether contingent or non-contingent
      and whether exercisable or not yet
exercisable.

              


      

      


      
        	
                 
      

              	
                2.

              	
                No
      adjustment of the Warrant Price shall be made in an amount less than one
      cent per share, provided that any adjustments that are not required to be
      made by reason of this sentence shall be carried forward and shall be
      either taken into account in any subsequent adjustment made prior to three
      (3) years from the date of the event giving rise to the adjustment being
      carried forward, or shall be made at the end of three (3) years from the
      date of the event giving rise to the adjustment being carried forward.
      Except to the limited extent provided for in subsections 8(A)(5)(c) and
      (5)(d), no adjustment of such Warrant Price pursuant to this subsection
      8(A)(2) shall have the effect of increasing the Warrant Price above the
      Warrant Price in effect immediately prior to such
    adjustment.

              


      

      


      
        	
                 
      

              	
                3.

              	
                In
      the case of the issuance of Additional Stock for cash, the consideration
      shall be deemed to be the amount of cash paid therefore before deducting
      any reasonable discounts, commission or other expenses allowed, paid or
      incurred by the Company for any underwriting or otherwise in connection
      with the issuance and sale thereof.

              


      

      


      
        	
                 
      

              	
                4.

              	
                In
      the case of the issuance of the Additional Stock for a consideration in
      whole or in part other than cash, the consideration other than cash shall
      be deemed to be the fair market value thereof as determined by the Board
      of Directors irrespective of any accounting treatment.  In the
      event that the Warrantholder disagrees with the determination of the fair
      market value of any consideration and the Board of Directors of the
      Company and the Warrantholder are unable to agree upon such fair market
      value, the Company and the Warrantholder shall jointly select an
      appraiser, who is experienced in such matters.  The decision of
      such appraiser shall be final and conclusive, and the cost of such
      appraiser shall be borne equally by the Company and the
      Warrantholder.

              


      


      
        
           


        

        
           


          
            

          

        

        
           


          Exhibit
10.5

        

      

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

      


      a.           The
aggregate maximum number of shares of Common Stock deliverable upon exercise
(assuming the satisfaction of any conditions to exercisability, including
without limitation, the passage of time, but without taking into account
potential antidilution adjustments) of such options to purchase or rights to
subscribe for Common Stock shall be deemed to have been issued at the time such
options or rights were issued and for a consideration equal to the consideration
(determined in the manner provided in subsections 8 (A)(3) and 8(A)(4)), if any,
received by the Company upon the issuance of such options or rights plus the
minimum exercise price provided in such options or rights (without taking into
account potential antidilution adjustments) for the Common Stock covered
thereby.

      


      b.           The
aggregate maximum number of shares of Common Stock deliverable upon conversion
or, or in exchange (assuming the satisfaction of any conditions to
convertibility or exchangeability, including, without limitation, the passage of
time, but without taking into account potential antidilution adjustments) for,
any such convertible or exchangeable securities or upon the exercise of options
to purchase or rights to subscribe for such convertible or exchangeable
securities and subsequent conversion or exchange thereof shall be deemed to have
been issued at the time such securities were issued or such options or rights
were issued and for a consideration equal to the consideration, if any, received
by the Company for any such securities and related options or rights (excluding
any cash received on account of accrued interest or accrued dividends), plus the
minimum additional consideration, if any, to be received by the Company (without
taking into account potential antidilution adjustments) upon the conversion or
exchange of such securities or the exercise of any related options or rights
(the consideration in each case to be determined in the manner provided in
subsections 8 (A)(3) and 8(A)(4).

      


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

      


      d.           The
number of shares of Additional Stock deemed issued and the consideration deemed
paid therefor pursuant to subsections 8 (A)(5)(a)


      
        
           


        

        
           


          
            

          

        

        
           


          Exhibit
10.5

        

      


      and (b)
shall be appropriately adjusted to reflect any change, termination or expiration
of the type described in either subsection 8(A)(5)(a) or (b).

      


      B.           Additional Stock
shall mean any shares of Common Stock issued (or deemed to have been issued
pursuant to subsection 8(A)(5)) by the Company on or after the Initial Exercise
Date other than:

      


      
        	
                1.

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

              


      

      


      
        	
                2.

              	
                Common
      Stock issued pursuant to the conversion or exercise of convertible or
      exercisable securities outstanding on the Initial Exercise
      Date;

              


      

      


      
        	
                3.

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

              


      

      


      
        	
                 
      

              	
                a.

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

              


      

      


      
        	
                 
      

              	
                b.

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

              


      

      


      C.           Warrant Share
Adjustment.  If any capital reorganization, reclassification of
the capital stock of the Company, consolidation or merger of the Company with
another corporation in which the Company is not the survivor, or sale, transfer
or other disposition of all


      
        
           


        

        
           


          
            

          

        

        
           


          Exhibit
10.5

        

      


      or
substantially all of the Company’s assets to another corporation shall be
effected, then, as a condition of such reorganization, reclassification,
consolidation, merger, sale, transfer or other disposition, lawful and adequate
provision shall be made whereby each Warrantholder shall thereafter have the
right to purchase and receive upon the basis and upon the terms and conditions
herein specified and in lieu of the Warrant Shares immediately theretofore
issuable upon exercise of the Warrant, such shares of stock, securities or
assets as would have been issuable or payable with respect to or in exchange for
a number of Warrant Shares equal to the number of Warrant Shares immediately
theretofore issuable upon exercise of the Warrant, had such reorganization,
reclassification, consolidation, merger, sale, transfer or other disposition not
taken place, and in any such case appropriate provision shall be made with
respect to the rights and interests of each Warrantholder to the end that the
provisions hereof (including, without limitation, provision for adjustment of
the Warrant Price) shall thereafter be applicable, as nearly equivalent as may
be practicable in relation to any shares of stock, securities or assets
thereafter deliverable upon the exercise hereof.  The Company shall
not effect any such consolidation, merger, sale, transfer or other disposition
unless prior to or simultaneously with the consummation thereof the successor
corporation (if other than the Company) resulting from such consolidation or
merger, or the corporation purchasing or otherwise acquiring such assets or
other appropriate corporation or entity shall assume the obligation to deliver
to the Warrantholder, at the last address of the Warrantholder appearing on the
books of the Company, such shares of stock, securities or assets as, in
accordance with the foregoing provisions, the Warrantholder may be entitled to
purchase, and the other obligations under this Warrant.  The
provisions of this Section 8(C) shall similarly apply to successive
reorganizations, reclassifications, consolidations, mergers, sales, transfers or
other dispositions.

      


      Section
9.                                
Fractional
Interest.  The Company shall not be required to issue fractions
of Warrant Shares upon the exercise of this Warrant.  If any
fractional share of Common Stock would, except for the provisions of the first
sentence of this Section 9, be deliverable upon such exercise, the Company, in
lieu of delivering such fractional share, shall pay to the exercising
Warrantholder an amount in cash equal to the Market Price of such fractional
share of Common Stock on the date of exercise.  “Market Price” as of a
particular date (the “Valuation Date”) shall mean the following: (a) if the
Common Stock is then listed on a national stock exchange, the closing sale price
of one share of Common Stock on such exchange on the last trading day prior to
the Valuation Date; (b) if the Common Stock is then quoted on The Nasdaq Stock
Market, Inc. (“Nasdaq”), the National Association of Securities Dealers, Inc.
OTC Bulletin Board (the “Bulletin Board”) or such similar quotation system or
association, the closing sale price of one share of Common Stock on Nasdaq, the
Bulletin Board or such other quotation system or association on the last trading
day prior to the Valuation Date or, if no such closing sale price is available,
the average of the high bid and the low asked price quoted thereon on the last
trading day prior to the Valuation Date; or (c) if the Common Stock is not then
listed on a national stock exchange or quoted on Nasdaq, the Bulletin Board or
such other quotation system or association, the fair market value of one share
of Common Stock as of the Valuation Date, as determined in good faith by the
Board of Directors of the Company and the Warrantholder.  In the event
that the Board of Directors of the Company and the Warrantholder are unable to
agree upon the fair market value, the Company and the Warrantholder shall
jointly select an appraiser, who is experienced in such matters.  The
decision of such appraiser shall be final and conclusive, and the cost of such
appraiser shall be borne equally by the Company and the
Warrantholder.


      
        
           


        

        
           


          
            

          

        

        
           


          Exhibit
10.5

        

      


      Section
10.                                Extension of Expiration
Date.  If the Company defers the filing of any Registration
Statement covering Registrable Securities (unless otherwise defined herein,
capitalized terms are as defined in the Amended and Restated Registration Rights
Agreement relating to the Warrant Shares (the “2008 Registration Rights
Agreement”)) pursuant to Section 2.1(h) of the 2008 Registration Rights
Agreement occurs, and the deferral (whether alone, or in combination with any
other deferral) continues for more than 90 days in any twelve-month period, or
for more than a total of 90 days, then the Expiration Date of this Warrant shall
be extended one day for each day beyond the 90-day limits, as the case may be,
that the deferral continues.

      


      Section
11.                                Benefits.  Nothing
in this Warrant shall be construed to give any person, firm or corporation
(other than the Company and the Warrantholder) any legal or equitable right,
remedy or claim, it being agreed that this Warrant shall be for the sole and
exclusive benefit of the Company and the Warrantholder.

      


      Section
12.                                Notices to
Warrantholder.  Upon the happening of any event requiring an
adjustment of the Warrant Price, the Company shall promptly give written notice
thereof to the Warrantholder at the address appearing in the records of the
Company, stating the adjusted Warrant Price and the adjusted number of Warrant
Shares resulting from such event and setting forth in reasonable detail the
method of calculation and the facts upon which such calculation is
based.  Failure to give such notice to the Warrantholder or any defect
therein shall not affect the legality or validity of the subject
adjustment.

      


      Section
13.                                Identity of Transfer
Agent.  The Transfer Agent for the Common Stock is Mellon
Investor Services LLC.  Upon the appointment of any subsequent
transfer agent for the Common Stock or other shares of the Company’s capital
stock issuable upon the exercise of the rights of purchase represented by the
Warrant, the Company will mail to the Warrantholder a statement setting forth
the name and address of such transfer agent.

      


      Section
14.                                Notices.  Unless
otherwise provided, any notice required or permitted under this Warrant shall be
given in writing and shall be deemed effectively given and received as
hereinafter described (i) if given by personal delivery, then such notice shall
be deemed received upon such delivery, (ii) if given by telex or facsimile, then
such notice shall be deemed received upon receipt of confirmation of complete
transmittal, (iii) if given by certified mail return receipt requested, then
such notice shall be deemed received upon the day such return receipt is signed,
and (iv) if given by an internationally recognized overnight air courier, then
such notice shall be deemed given one business day after delivery to such
carrier.  Copies of such notices shall also be transmitted by email to
the email address provided for on the signature page of the Purchase
Agreement.  All notices shall be addressed as follows: if to the
Warrantholder, at its address as set forth in the Company’s books and records
and, if to the Company, at the address as follows, or at such other address as
the Warrantholder or the Company may designate by ten days’ advance written
notice to the other:

      


      If to the Company:

      


      Geokinetics
Inc.

      1500 City
West Blvd.

      Suite
800


      
        
           


        

        
           


          
            

          

        

        
           


          Exhibit
10.5

        

      


      Houston,
Texas 77042

      Attention:  Richard
F. Miles

      Fax:  (281)
848-6824

      


      With a copy to:

      


      Chamberlain,
Hrdlicka, White, Williams & Martin

      1200
Smith Street

      Suite
1400

      Houston,
Texas 77002

      Attention:  James
J. Spring, III

      Fax:  (713)
658-2553

      


      Section
15.                                Registration
Rights.  The initial Warrantholder is entitled to the benefit
of certain registration rights with respect to the shares of Common Stock
issuable upon the exercise of this Warrant as provided in the Registration
Rights Agreement, and any subsequent Warrantholder may be entitled to such
rights.

      


      Section
16.                                
Successors.  All the covenants and provisions hereof by or for
the benefit of the Warrantholder shall bind and inure to the benefit of its
respective successors and assigns hereunder.

      


      Section
17.                                Governing Law; Consent to
Jurisdiction; Waiver of Jury Trial.  This Warrant shall be
governed by, and construed in accordance with, the internal laws of the State of
New York, without reference to the choice of law provisions
thereof.  The Company and, by accepting this Warrant, the
Warrantholder, each irrevocably submits to the exclusive jurisdiction of the
courts of the State of New York located in New York County and the United States
District Court for the Southern District of New York for the purpose of any
suit, action, proceeding or judgment relating to or arising out of this Warrant
and the transactions contemplated hereby.  Service of process in
connection with any such suit, action or proceeding may be served on each party
hereto anywhere in the world by the same methods as are specified for the giving
of notices under this Warrant.  The Company and, by accepting this
Warrant, the Warrantholder, each irrevocably consents to the jurisdiction of any
such court in any such suit, action or proceeding and to the laying of venue in
such court.  The Company and, by accepting this Warrant, the
Warrantholder, each irrevocably waives any objection to the laying of venue of
any such suit, action or proceeding brought in such courts and irrevocably
waives any claim that any such suit, action or proceeding brought in any such
court has been brought in an inconvenient forum. EACH OF THE COMPANY AND, BY ITS
ACCEPTANCE HEREOF, THE WARRANTHOLDER HEREBY WAIVES ANY RIGHT TO REQUEST A TRIAL
BY JURY IN ANY LITIGATION WITH RESPECT TO THIS WARRANT AND REPRESENTS THAT
COUNSEL HAS BEEN CONSULTED SPECIFICALLY AS TO THIS WAIVER.

      


      Section
18.                                Cashless
Exercise.  Notwithstanding any other provision contained herein
to the contrary, from and after the first anniversary of the Closing Date (as
defined in the Purchase Agreement) and so long as the Company is required under
the Registration Rights Agreement to have effected the registration of the
Warrant Shares for resale to the public pursuant to a Registration Statement (as
such term is defined in the Registration Rights


      
        
           


        

        
           


          
            

          

        

        
           


          Exhibit
10.5

        

      


      Agreement),
if the Company breaches its obligations under the 2008 Registration Rights
Agreement, the Warrantholder may elect to receive, without the payment by the
Warrantholder of the aggregate Warrant Price in respect of the shares of Common
Stock to be acquired, shares of Common Stock of equal value to the value of this
Warrant, or any specified portion hereof, by the surrender of this Warrant (or
such portion of this Warrant being so exercised) together with a Net Issue
Election Notice, in the form annexed hereto as Appendix B, duly executed, to the
Company.  The Company shall use reasonable commercial efforts to
permit the exercise of this Warrant by the Warrantholder on a tax-free basis
pursuant to this Section 18.  Thereupon, the Company shall issue to
the Warrantholder such number of fully paid, validly issued and nonassessable
shares of Common Stock as is computed using the following formula:

      


      X = Y (A -
B)

             A

      


      where

      


      X
=           the number of
shares of Common Stock to which the Warrantholder is entitled upon such cashless
exercise;

      


      Y
=           the total
number of shares of Common Stock covered by this Warrant for which the
Warrantholder has surrendered purchase rights at such time for cashless exercise
(including both shares to be issued to the Warrantholder and shares as to which
the purchase rights are to be canceled as payment therefor);

      


      A
=           the Market
Price of one share of Common Stock as of the date the net issue election is
made; and

      


      B
=           the Warrant
Price in effect under this Warrant at the time the net issue election is
made.

      


      Section
19.                                No Rights as
Stockholder.  Prior to the exercise of this Warrant, the
Warrantholder shall not have or exercise any rights as a stockholder of the
Company by virtue of its ownership of this Warrant.

      


      Section
20.                                Amendment;
Waiver.  Any term of this Warrant may be amended or waived
(including the adjustment provisions included in Section 8 of this Warrant) upon
the written consent of the Company and the holders of a majority of the 2008
Warrants representing at least 50% of the number of shares of Common Stock then
subject to all outstanding 2008 Warrants (the “Majority Holders”); provided, that (x)
any such amendment or waiver must apply to all Company Warrants; and (y) the
number of Warrant Shares subject to this Warrant, the Warrant Price and the
Expiration Date may not be amended, and the right to exercise this Warrant may
not be altered or waived, without the written consent of the
Warrantholder.

      


      Section
21.                                Section
Headings.  The section headings in this Warrant are for the
convenience of the Company and the Warrantholder and in no way alter, modify,
amend, limit or restrict the provisions hereof.


      
        
           


        

        
           


          
            

          

        

        
           


          Exhibit
10.5

        

      


      IN WITNESS WHEREOF, the Company has
caused this Warrant to be duly executed, as of the 28th day of July,
2008.

      


      GEOKINETICS
INC.

      
 

      
        	
                By:  /s/ Richard F. Miles

              	
                 

              
	
                Name:  Richard
      F. Miles

              	 
      
	
                Title:    President

              	 
      


      


      
        
           


        

        
           


          
            

          

        

        
           


          Exhibit
10.5

        

      


      APPENDIX
A

      GEOKINETICS
INC.

      WARRANT
EXERCISE FORM

      


      To
Geokinetics Inc.:

      


      The undersigned hereby irrevocably
elects to exercise the right of purchase represented by the within Warrant
(“Warrant”) for, and to purchase thereunder by the payment of the Warrant Price
and surrender of the Warrant, _______________ shares of Common Stock (“Warrant
Shares”) provided for therein, and requests that certificates for the Warrant
Shares be issued as follows:

      


      
        	
                _______________________________

              
	
                Name

              
	
                ________________________________

              
	
                Address

              
	
                ________________________________

              
	
                ________________________________

              
	
                Federal
      Tax ID or Social Security No.

              


      

      


      and delivered by (certified mail to the
above address, or (electronically (provide DWAC
Instructions:___________________), or (other
(specify):  _______________________).

      


      and, if
the number of Warrant Shares shall not be all the Warrant Shares purchasable
upon exercise of the Warrant, that a new Warrant for the balance of the Warrant
Shares purchasable upon exercise of this Warrant be registered in the name of
the undersigned Warrantholder or the undersigned’s Assignee as below indicated
and delivered to the address stated below.

      


      Dated:
___________________, ____

      


      Note:  The
signature must correspond
with                                                                                                Signature:______________________________

      the name
of the Warrantholder as written

      on the
first page of the Warrant in
every                                                                                                                      
______________________________

      particular,
without alteration or
enlargement                                                                                                                                  
Name (please print)

      or any
change whatever, unless the Warrant

      has been
assigned.                                                                                     

      
        	
                ______________________________

              
	
                Address

              
	
                ______________________________

              
	
                Federal
      Identification or

              
	
                Social
      Security No.

              
	 
      
	
                Assignee:

              
	
                _______________________________

              
	
                _______________________________

              
	
                _______________________________

              


      


      
        
           


        

        
           


          
            

          

        

        
           


          Exhibit
10.5

        

      


      APPENDIX
B

      GEOKINETICS
INC.

      NET ISSUE
ELECTION NOTICE

      


      


      To:  Geokinetics
Inc.:

      


      Date:[_________________________]

      


      


      The
undersigned hereby elects under Section 18 of this
Warrant to surrender the right to purchase [____________] shares of Common Stock
pursuant to this Warrant and hereby requests the issuance of [_____________]
shares of Common Stock.  The certificate(s) for the shares issuable
upon such net issue election shall be issued in the name of the undersigned or
as otherwise indicated below.

      


      


      _________________________________________

      Signature

      


      _________________________________________

      Name for
Registration

      


      _________________________________________

      Mailing
Address

      


      


      


      0691275.1

      940480-000000:7/25/2008