ex4-1.htm


     

    Exhibit 4.1


    AMENDED

     

    CERTIFICATE
OF DESIGNATION OF

     

    SERIES
B SENIOR CONVERTIBLE PREFERRED STOCK

     

    OF

     

    GEOKINETICS
INC.

     

    PURSUANT
TO SECTION 151(g) OF THE

     

    GENERAL
CORPORATION LAW OF THE STATE OF DELAWARE

     

    Geokinetics
Inc (the “Corporation”), a
corporation organized and existing under the laws of the State of Delaware,
hereby certifies that:

     

    ONE:                      The
Certificate of Designation of Series B Senior Convertible Preferred Stock of the
Corporation was filed with the Secretary of State of the State of Delaware on
September 8, 2006.

     

    TWO:                     Pursuant
to the authority expressly granted to and vested in the Board of Directors of
the Corporation by Article FOURTH of the Corporation’s Certificate of
Incorporation (the “Certificate of
Incorporation”), the Board of Directors for the Corporation, by unanimous
written consent dated as of July 25, 2008, duly adopted a resolution providing:
(i) the Series B Senior Convertible Preferred Stock of the Corporation be
designated Series B-1 Senior Convertible Preferred Stock (the “Series B-1 Preferred Stock”)
and (ii) a new series of preferred stock of the Corporation, par value $10.00
per share, be created out of the authorized but unissued shares of capital stock
of the Corporation and be authorized to be issued, with such series to be
designated Series B-2 Senior Convertible Preferred Stock (the “Series B-2 Preferred Stock”),
and consist of 350,000 shares, par value $10.00 per share, of which the
powers, preferences and relative, participating, optional and other rights, and
the qualifications, limitations, and restrictions of the Series B-1 Preferred
Stock and the Series B-2 Preferred Stock (collectively, (the “Series B Preferred
Stock”), shall be, in addition to those set forth in the Corporation’s
Certificate of Incorporation, all in accordance with the provisions of Section
151(g) of the General Corporation Law of the State of Delaware, as set forth
herein.

     

    THREE:                 The
Certificate of Designation of Series B Senior Convertible Preferred Stock of
this Corporation is hereby amended in its entirety as follows:

     

    (1) Series B Preferred
Stock.

     

    (a) Dividends.

     

    (i) The
holders of Series B Preferred Stock, prior and in preference to any declaration
or payment of any dividend on any class or series of capital stock of this
Corporation, shall be entitled to receive cumulative dividends at the applicable
Dividend Rate (as

     


    
      
         


      

      
         


        
          

        

      

      
         


        Exhibit
4.1

      

    


    (ii) defined
below).  For purposes of this Section 1(a)(i), “Dividend Rate” shall
mean 8.0% per annum, compounded quarterly, of the Original Issue Price (defined
in Section 1(b)(i) below) for each share of Series B Preferred
Stock.  At the option of the Corporation, dividends payable on shares
of (A) Series B-1 Preferred Stock on any quarterly dividend payment date through
and including October 31, 2011, may be paid in additional shares of Series B-1
Preferred Stock, instead of cash or (B) Series B-2 Preferred Stock on any
quarterly dividend payment date through and including October 31, 2011, may be
paid in additional shares of Series B-2 Preferred Stock, instead of
cash.  The value of each share of Series B Preferred Stock paid in
lieu of cash shall be equal to the Original Issue Price.  After
October 31, 2011, all dividends shall be paid in cash when, and if declared. All
unpaid dividends on Series B Preferred Stock shall be cumulative and shall
accrue, compounding annually, regardless of whether or not the Corporation shall
have funds legally available for the payment of such dividends.

     

    (iii) After
payment of the dividends provided for in Section 1(a)(i), any additional
dividends or distributions shall be distributed among all holders of Common
Stock, Series B-1 Preferred Stock, Series B-2 Preferred Stock and other
preferred securities, which are convertible into shares of Common Stock, in
proportion to the number of shares of Common Stock that would be held by each
such holder if all shares of Series B-1 Preferred Stock, Series B-2 Preferred
Stock and other preferred securities were converted to Common Stock at the
then-effective conversion rate.

     

    (b) Liquidation
Preference.

     

    (i) The
holders of Series B Preferred Stock, in the event of any Liquidation Event (as
defined below), either voluntary or involuntary, shall be entitled to receive,
prior and in preference to the distribution of any proceeds of such Liquidation
Event (the “Proceeds”) to the
holders of Common Stock and other preferred securities (but pari passu to any other
holder of Series B Preferred Stock), an amount per share (the “Liquidation Preference
Amount”) equal to (A) the sum of the Original Issue Price (as defined
below) for the Series B Preferred Stock, plus (B) any accrued but unpaid
dividends, which have been accrued to the date of payment. In case the net
assets of the Corporation legally available therefor are insufficient to permit
the payment upon all outstanding shares of Series B Preferred Stock of the full
preferential amount to which the holders of such shares are entitled, then such
net assets shall be distributed ratably upon outstanding shares of Series B
Preferred Stock in proportion to the full preferential amount to which each such
share is entitled. For purposes hereof, “Original Issue Price”
shall mean $250.00 per share for each share of Series B Preferred Stock (as
adjusted for any stock splits, stock dividends, combinations, subdivisions,
recapitalizations or the like with respect to the Series B Preferred
Stock).

     

    (ii) After the
payment of the Liquidation Preference Amount with respect to each share of
Series B Preferred Stock, the holders of Series B Preferred Stock will have the
right following a Liquidation Event to receive an additional distribution for
each share of Series B Preferred Stock equal to the excess, if any, of (i) the
aggregate amount distributable with respect to each share of Common Stock
following the Liquidation Event multiplied times the number of shares of Common
Stock into which each share of Series B Preferred Stock is convertible at the
conversion rate effective at the time of the Liquidation Event over (ii) the
Liquidation Preference Amount.  As a result, the total amount
distributed with respect to each

     


    
      
         


      

      
         


        
          

        

      

      
         


        Exhibit
4.1

      

    


    (iii) share of
Series B Preferred Stock following a Liquidation Event will be not less than the
amount determined as if all shares of Series B Preferred Stock had been
converted to Common Stock at the conversion rate applicable at the time of the
Liquidation Event.  In view of this additional distribution right, the
Corporation and the holders of the Series B Preferred Stock expect that the
Series B Preferred Stock will not be treated as "preferred stock" for federal
income tax purposes under Treasury Regulation § 1.305-5(a).

     

    (iv) For
purposes of this Section 1(b), a “Liquidation Event”
shall include (A) the sale, transfer or other disposition of all or
substantially all of the Corporation’s assets, (B) the merger or consolidation
of the Corporation with or into another entity (except a merger or consolidation
in which the holders of capital stock of the Corporation immediately prior to
such merger or consolidation continue to hold at least 50% of the voting power
of the capital stock of the Corporation or the surviving or acquiring entity),
(C) the transfer (whether by merger, consolidation, exchange, reorganization or
otherwise), in one transaction or a series of related transactions, to a person
or group of affiliated persons (other than Avista Capital Partners, L.P. and its
affiliates), of the Corporation’s equity securities if, after such transfer,
such person or group of affiliated persons would hold 50% or more of the
outstanding voting stock of the Corporation (or the surviving or acquiring
entity) or (D) a liquidation, dissolution or winding up of the Corporation;
provided, however, that a transaction shall not constitute a Liquidation Event
if its sole purpose is to change the state of the Corporation’s incorporation or
to create a holding company that will be owned in substantially the same
proportions by the persons who held the Corporation’s securities immediately
prior to such transaction. The treatment of any particular transaction or series
of related transactions as a Liquidation Event hereunder may be waived by the
vote or written consent of the holders of a majority of the outstanding Series B
Preferred Stock (voting on an as converted basis).

     

    (v) In any
Liquidation Event, if Proceeds received by the Corporation or its stockholders
are other than cash, their value will be deemed their fair market value. The
determination of such fair market value shall be made by the Board of Directors
of the Corporation or as otherwise may be set forth in the definitive agreements
governing such Liquidation Event.

     

    (c) Redemption
Rights.

     

    (i) If, at
any time after March 31, 2014, the holders of not less than a majority of the
shares of Series B-1 Preferred Stock then outstanding deliver written notice to
the Corporation of such holders’ desire to have the Series B-1 Preferred Stock
redeemed, all outstanding shares of Series B-1 Preferred Stock, if not
previously converted pursuant to Section 1(d), shall be redeemed by the
Corporation on a date which is not more than 90 days after the date on which
such written notice was given to the Corporation by the holders of the Series
B-1 Preferred Stock.  If, at any time after March 31, 2014, the
holders of not less than a majority of the shares of Series B-2 Preferred Stock
then outstanding deliver written notice to the Corporation of such holders’
desire to have the Series B-2 Preferred Stock redeemed, all outstanding shares
of Series B-2 Preferred Stock, if not previously converted pursuant to Section
1(d), shall be redeemed by the Corporation on a date which is not more than 90
days after the date on which such written notice was given to the Corporation by
the holders of the Series B-2 Preferred Stock. Each share of Series B Preferred
Stock to be redeemed hereunder shall be

     


    
      
         


      

      
         


        
          

        

      

      
         


        Exhibit
4.1

      

    


    (ii) redeemed
by payment by the Corporation in cash of the Redemption Price (as defined
below). For purposes hereof, the term “Redemption Price”
shall mean, with respect to each share of Series B Preferred Stock, an amount
equal to the Liquidation Preference Amount.

     

    (iii) Any
redemption pursuant to Sections 1(c)(i) above shall be preceded by written
notice from the Corporation to each holder of Series B-1 Preferred Stock or
Series B-2 Preferred Stock, as the case may be, stating the date fixed for
redemption, the Redemption Price and the place at which holders of Series B-1
Preferred Stock or Series B-2 Preferred Stock, as the case may be, may obtain
payment of the Redemption Price upon surrender of their respective stock
certificates.

     

    (iv) All
shares of Series B Preferred Stock redeemed, otherwise acquired or returned (as
a result of conversion or otherwise) by the Corporation shall immediately be
canceled and shall not be reissued.

     

    (d) Conversion. The
holders of the Series B Preferred Stock shall have conversion rights as follows
(the “Conversion
Rights”):

     

    (i) Right to Convert.
Each share of Series B Preferred Stock shall be convertible, at the option of
the holder thereof, at any time after the date of issuance of such share, at the
office of the Corporation or any transfer agent for such stock, into such number
of fully paid and nonassessable shares of Common Stock as is determined by
dividing the Liquidation Preference Amount for the Series B Preferred Stock by
the applicable Conversion Price (as defined below) for the Series B Preferred
Stock (the conversion rate for Series B Preferred Stock into Common Stock is
referred to herein as the “Conversion Rate”),
determined as hereafter provided, in effect on the date the certificate is
surrendered for conversion. The “Conversion Price” per
share for Series B Preferred Stock shall initially be $25.00 (which amount takes
into account the 1-for-10 stock split of the Corporation effective as of
November 3, 2006); provided, however, that the Conversion Price for the Series B
Preferred Stock shall be subject to adjustment as set forth in subsection
1(e)(iv).

     

    (ii) Corporation Conversion
Election. At the election of the Corporation, each share of Series B
Preferred Stock shall be converted into shares of Common Stock at the Conversion
Rate at the time in effect for Series B Preferred Stock immediately upon the
Corporation’s sale of its Common Stock in an underwritten public offering
pursuant to an effective registration statement under the Securities Act of
1933, as amended (the “Securities Act”),
covering the offer and sale of Common Stock (A) at a price per share yielding
net proceeds to the Corporation of not less than $35.00 (as adjusted for any
stock splits, stock dividends, combinations, subdivisions or the like), (B)
which results in net proceeds to the Corporation and the selling stockholders,
if any, of not less than $75,000,000, and (C) after which the Common Stock is
listed on the NYSE, AMEX or the NASDAQ National Market (a “Qualified Public
Offering”).

     

    (iii) Mechanics of
Conversion. Before any holder of Series B Preferred Stock shall be
entitled to voluntarily convert the same into shares of Common Stock, such
holder shall surrender the certificate or certificates therefore, duly endorsed,
at the office of the

     


    
      
         


      

      
         


        
          

        

      

      
         


        Exhibit
4.1

      

    


    (iv) Corporation
or of any transfer agent for the Series B Preferred Stock, and shall give
written notice to the Corporation at its principal corporate office, of the
election to convert the same and shall state therein the name or names in which
the certificate or certificates for shares of Common Stock are to be issued. The
Corporation shall, as soon as practicable thereafter, issue and deliver at such
office to such holder of Series B Preferred Stock, or to the nominee or nominees
of such holder, a certificate or certificates for the number of shares of Common
Stock to which such holder shall be entitled as aforesaid. Such conversion shall
be deemed to have been made immediately prior to the close of business on the
date of such surrender of the shares of Series B Preferred Stock to be
converted, and the person or persons entitled to receive the shares of Common
Stock issuable upon such conversion shall be treated for all purposes as the
record holder or holders of such shares of Common Stock as of such date. If the
conversion is in connection with an underwritten offering of securities
registered pursuant to the Securities Act of 1933, as amended, the conversion
may, at the option of any holder tendering Series B Preferred Stock for
conversion, be conditioned upon the closing with the underwriters of the sale of
securities pursuant to such offering, in which event the persons entitled to
receive the Common Stock upon conversion of the Series B Preferred Stock shall
not be deemed to have converted such Series B Preferred Stock until immediately
prior to the closing of such sale of securities. If the conversion is in
connection with automatic conversion provisions of subsection 1(d)(ii) above,
such conversion shall be deemed to have been made on the conversion date
described in the stockholder consent approving such conversion, and the persons
entitled to receive shares of Common Stock issuable upon such conversion shall
be treated for all purposes as the record holders of such shares of Common Stock
as of such date.

     

    (v) Conversion Price Adjustments
of Series B Preferred Stock for Certain Dilutive Issuances, Splits and
Combinations. The Conversion Price of the Series B Preferred Stock shall
be subject to adjustment from time to time as follows:

     

    (A) Conversion Price
Adjustments.

     

    1. If the
Corporation shall issue, on or after the date upon which this Amended
Certificate of Designation is accepted for filing by the Secretary of State of
the State of Delaware (the “Filing Date”), any
Additional Stock (as defined below) for a consideration per share less than the
Conversion Price applicable to the Series B Preferred Stock 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 Filing
Date is less than $50,000,000 (determined by aggregating all previous issuances
of Additional Stock made after the Filing Date) the Conversion 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
Corporation shall issue, on or after the Filing Date, any Additional Stock after
the aggregate amount of previous issuances made after the Filing Date are in
excess of $50,000,000 (determined by aggregating all previous issuances of
Additional Stock made after the Filing Date) for a consideration per share less
than the Conversion Price applicable to the Series B Preferred Stock in effect
immediately prior to the issuance of such Additional Stock, the Conversion Price
for the Series B Preferred Stock in effect immediately prior to each such
issuance shall forthwith be adjusted to a price determined by multiplying such
Conversion Price by a fraction, the numerator of which shall be the number of
shares of Common Stock

     


    
      
         


      

      
         


        
          

        

      

      
         


        Exhibit
4.1

      

    


    2. Outstanding
(as defined below) immediately prior to such issuance plus the number of shares
of Common Stock that the aggregate consideration received by the Corporation for
such issuance would purchase at such Conversion Price; and the denominator of
which shall be the number of shares of Common Stock Outstanding (as defined
below) immediately prior to such issuance plus the number of shares of such
Additional Stock.  For purposes of this Section 1(d)(iv)(A), the term
“Common Stock
Outstanding” shall mean and include the following: (1) outstanding Common
Stock, (2) Common Stock issuable upon exercise of outstanding stock options, (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.

     

    3. No
adjustment of the Conversion Price for the Series B Preferred Stock shall be
made in an amount less than one cent per share, provided that any adjustments
that are not required to be made by reason of this sentence shall be carried
forward and shall be either taken into account in any subsequent adjustment made
prior to three (3) years from the date of the event giving rise to the
adjustment being carried forward, or shall be made at the end of three (3) years
from the date of the event giving rise to the adjustment being carried forward.
Except to the limited extent provided for in subsections 1(d)(iv)(A)(5)(c) and
(5)(d), no adjustment of such Conversion Price pursuant to this subsection
1(d)(iv) shall have the effect of increasing the Conversion Price above the
Conversion Price in effect immediately prior to such adjustment.

     

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

     

    5. In the
case of the issuance of the Additional Stock for a consideration in whole or in
part other than cash, the consideration other than cash shall be deemed to be
the fair market thereof as determined by the Board of Directors irrespective of
any accounting treatment.

     

    6. 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 1(d)(iv)(A)(3)
and

     


    
      
         


      

      
         


        
          

        

      

      
         


        Exhibit
4.1

      

    


    b. (d)(iv)(A)(4)),
if any, received by the Corporation upon the issuance of such options or rights
plus the minimum exercise price provided in such options or rights (without
taking into account potential antidilution adjustments) for the Common Stock
covered thereby.

     

    c. The
aggregate maximum number of shares of Common Stock deliverable upon conversion
or, or in exchange (assuming the satisfaction of any conditions to
convertibility or exchangeability, including, without limitation, the passage of
time, but without taking into account potential antidilution adjustments) for,
any such convertible or exchangeable securities or upon the exercise of options
to purchase or rights to subscribe for such convertible or exchangeable
securities and subsequent conversion or exchange thereof shall be deemed to have
been issued at the time such securities were issued or such options or rights
were issued and for a consideration equal to the consideration, if any, received
by the Corporation for any such securities and related options or rights
(excluding any cash received on account of accrued interest or accrued
dividends), plus the minimum additional consideration, if any, to be received by
the Corporation (without taking into account potential antidilution adjustments)
upon the conversion or exchange of such securities or the exercise of any
related options or rights (the consideration in each case to be determined in
the manner provided in subsections 1(d)(iv)(A)(3) and
1(d)(iv)(A)(4).

     

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

     

    e. The
number of shares of Additional Stock deemed issued and the consideration deemed
paid therefor pursuant to subsections 1(d)(iv)(A)(5)(a) and (b) shall be
appropriately adjusted to reflect any change, termination or expiration of the
type described in either subsection 1(d)(iv)(A)(5)(a) or (b).

     

    (B) “Additional Stock”
shall mean any shares of Common Stock issued (or deemed to have been issued
pursuant to subsection 1(d)(iv)(A)(5)) by the Corporation on or after the Filing
Date other than:

     

    1. 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 this corporation’s Board of
Directors;

     

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

     

    3. Common
Stock or other securities convertible into shares of Common Stock that are
issued with the approval of the holders of not less than a majority of the
then-outstanding

     


    
      
         


      

      
         


        
          

        

      

      
         


        Exhibit
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    4. shares of
Series B-1 Preferred Stock and a majority of the then-outstanding shares of
Series B-2 Preferred Stock; and

     

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

     

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

     

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

     

    (vii) Reservation of Common
Stock. The Corporation shall reserve and keep available out of its
authorized but unissued Common Stock that number of shares of Common Stock as
shall from time to time be sufficient to effect the full conversion of all
outstanding shares of Series B Preferred Stock.

     

    (e) Election and Removal of
Directors by Series B Preferred Stock.  Subject to Section
1(f)(ii), the holders of record of the shares of Series B Preferred Stock,
exclusively, shall be entitled to nominate and elect one (1) director of the
Corporation (the “Series B
Director”).  At each regularly scheduled meeting of the
Corporation's stockholders which is called for the purpose of electing members
of the Board of Directors, the presence in person or by proxy of the holders of
a majority of the shares of Series B Preferred Stock then outstanding shall
constitute a quorum of the Series B Preferred Stock for the purpose of electing
the director by holders of the Series B Preferred Stock.  A vacancy in
said directorship filled by the holders of Series B Preferred Stock shall be
filled only by vote or written consent in lieu of a meeting of the holders of
the Series B Preferred Stock.  The Series B Director may be removed,
with our without cause, by the holders of Series B Preferred Stock in the same
manner as such director may be elected hereunder.

     

    (f) Voting
Rights.

     


    
      
         


      

      
         


        
          

        

      

      
         


        Exhibit
4.1

      

    


    (g) Except as
otherwise expressly provided herein or as required by law, the holders of Series
B Preferred Stock shall be entitled to vote on all matters upon which holders of
Common Stock have the right to vote and, with respect to such right to vote,
shall be entitled to notice of any stockholders’ meeting in accordance with the
Corporation’s Bylaws, and shall be entitled to a number of votes equal to the
number of shares of Common Stock into which such shares of Series B Preferred
Stock could then be converted, at the record date for the determination of
stockholders entitled to vote on such matters or, if no such record date is
established, at the date such vote is taken or any written consent of
stockholders is solicited. Except as otherwise expressly provided herein, or to
the extent class or series voting is otherwise required by law or agreement, the
holders of Series B Preferred Stock or Common Stock shall vote together as a
single class and not as separate classes.

     

    (i) So long
as at least 125,000 shares of Series B Preferred Stock remain outstanding, the
Corporation shall not, without first obtaining the approval (by vote or written
consent, as provided by law) of not less than a majority of the then-outstanding
shares of the Series B Preferred Stock, as determined on a fully diluted and
as-converted basis:

     

    (A) Amend the
Corporation’s Certificate of Incorporation or Bylaws in any material respect
(other than an amendment to change the name of the Corporation);

     

    (B) Declare
or pay any dividend or other distribution upon the Corporation’s capital stock
(except dividends payable solely in shares of Common Stock), or purchase,
redeem, or otherwise acquire any shares of the Corporation’s capital stock,
except for repurchases, at cost, of shares of the capital stock of the
Corporation (pursuant to rights held by the Corporation as of the Filing Date)
held by the Corporation’s consultants, directors, officers or
employees;

     

    (C) Sell,
lease, assign, transfer or otherwise convey or otherwise dispose of all or
substantially all of the assets of the Corporation or any of its subsidiaries,
or effect any consolidation, merger or reorganization involving the Corporation
or any of its subsidiaries, or effect any transaction or series of related
transactions in which the Corporation’s stockholders immediately prior to such
transaction or transactions own immediately after such transaction or
transactions less than 50% of the voting securities of the surviving corporation
or entity (or its parent);

     

    (D) Reclassify,
reorganize or recapitalize the Corporation’s outstanding capital
stock;

     

    (E) Create or
issue any class or series of stock or other security of the Corporation on
parity with or having preference over the Series B Preferred Stock or increase
the authorized number of shares of the Series B Preferred Stock;

     

    (F) Effect
any transaction with the management, related parties or other affiliates of the
Corporation, or extend or waive the terms of any such existing transactions,
other than (1) issuances of options, warrants or Common Stock pursuant to an
equity incentive plan or similar arrangement approved by the Board of Directors
or (2) any other

     


    
      
         


      

      
         


        
          

        

      

      
         


        Exhibit
4.1

      

    


    (G) transaction
with management, related parties or affiliates of the Corporation on terms
approved by a majority of the members of the Board of Directors who are not,
either directly or indirectly, a party to such transaction; and

     

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

     

    (h) Financial Statements,
Reports, etc.  The Corporation shall furnish to each to each
holder of the Series B Preferred Stock:

     

    (i) within
90 days after the end of each fiscal year, its consolidated balance sheet
and related statements of income, stockholders’ equity and cash flows showing
the financial condition of the Corporation and its consolidated subsidiaries as
of the close of such fiscal year and the results of its operations and the
operations of such persons during such year, together with comparative figures
for the immediately preceding fiscal year, all in reasonable detail and prepared
in accordance with United States generally accepted accounting principles
(“GAAP”),
all audited by UHY, LLP or other independent public accountants of recognized
national standing and accompanied by an opinion of such accountants (which
opinion shall be without any qualification or exception as to the scope of such
audit) to the effect that such consolidated financial statements fairly present
the financial condition and results of operations of the Corporation and its
consolidated subsidiaries on a consolidated basis in accordance with
GAAP;

     

    (ii) within
45 days after the end of each of the first three fiscal quarters of each
fiscal year, its consolidated balance sheet and related statements of income,
stockholders’ equity and cash flows showing the financial condition of the
Corporation and its consolidated subsidiaries as of the close of such fiscal
quarter and the results of its operations and the operations of such persons
during such fiscal quarter and the then elapsed portion of the fiscal year, and
comparative figures for the same periods in the immediately preceding fiscal
year, all certified by one of its chief executive officer, chief financial
officer, any vice president, principal accounting officer, treasurer, assistant
treasurer or controller of such person as fairly presenting in all material
respects the financial condition and results of operations of the Corporation
and its consolidated subsidiaries on a consolidated basis in accordance with
GAAP, subject to normal year-end audit adjustments and the absence of
footnotes.

     

    (i) Preemptive Rights. If
the Corporation authorizes the issuance and sale of Additional Stock (as defined
in Section 1(d)(iv)(B)) other than pursuant to an underwritten public offering
registered under the Securities Act or for non-cash consideration pursuant to a
merger or consolidation approved by the Board of Directors of the Corporation,
the Corporation shall first offer in writing to sell to each holder of Series B
Preferred Stock a portion of the securities being issued equal to the quotient
obtained by dividing (A) the aggregate number of shares of Series B Preferred
Stock then owned by such holder by (B) the aggregate number of shares of Series
B Preferred Stock then outstanding. If all offered securities are not subscribed
to by such holder of Series B Preferred Stock in writing delivered to the
Corporation within twenty days after the date of delivery of the Corporation’s
original notice to such holder, then the Corporation shall offer all of such
securities for sale to those other holders of Series B Preferred Stock that did
elect to subscribe for such securities.  If such offer is
oversubscribed by such

     


    
      
         


      

      
         


        
          

        

      

      
         


        Exhibit
4.1

      

    


    (j) Series B
Preferred Stock holders then the Corporation shall offer such securities to such
Series B Preferred Stockholders pro rata on the basis of the number of
securities previously subscribed to by such holders pursuant to the formula
above.  If the holders of Series B Preferred Stock do not elect to
subscribe for all of such securities in writing delivered to the Corporation
within twenty days after the date of delivery of the Corporation’s second notice
then the Corporation shall be free to offer such securities to any other person
or persons at a price and on terms determined by the Corporation, provided that
such price and terms are no more favorable to such person or persons than the
price and terms on which such securities were offered to the holders of Series B
Preferred Stock. Any securities not sold by the Corporation within 90 days after
the date of the Corporation’s initial notice to the holders of Series B
Preferred Stock hereunder shall then become subject again to the provisions of
this Section 1(h).

     

    [SIGNATURES
ON FOLLOWING PAGE]

    



    
      
         


      

      
         


        
          

        

      

      
         


        Exhibit
4.1

      

    


    IN
WITNESS WHEREOF, Geokinetics Inc. has caused this Amended Certificate of
Designation to its Certificate of Incorporation to be signed by Richard F.
Miles, its President and Chief Executive Officer, this 28th day of July,
2008.

     

    GEOKINETICS INC.

    


    


    By:      
/s/ Richard F.
Miles                                                                           

    Richard F. Miles, President
and

    Chief Executive Officer

    


    


    


    0686369.05

    940480-000000