Exhibit 10.5


 


REGISTRATION RIGHTS AGREEMENT


 


AMONG


 


GEOKINETICS INC.


 


and


 


the parties named herein


 


Dated as of November 30, 2005


 





















 


REGISTRATION RIGHTS AGREEMENT


 


THIS
REGISTRATION RIGHTS AGREEMENT (the “Registration Rights
Agreement” or this “Agreement”)
dated November 30, 2005, between Geokinetics Inc., a Delaware corporation
(the “Company”), and the Investors (as defined
below and together with their respective successors and assigns, the “Holders”).


 


Terms defined
in that certain Stock Purchase Agreement (the “Purchase
Agreement”) dated as of July 29, 2005, between the Company,
SCF-III, L.P., a Delaware limited partnership (“SCF”), and James White, an
individual of Houston, Texas (together with SCF, the “Investors”), unless
defined herein, are used as therein defined.


 


WHEREAS,
pursuant to the Purchase Agreement, the Company has issued an aggregate of
1,000,000 shares (the “Shares”) of its
Common Stock, $0.01 par value per share (the “Geokinetics
Common Stock”), to the Investors;


 


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


 


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


 


SECTION 1.         Registration
Rights.


 


(a)           Demand
Registration.


 


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


 


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


 





















 


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


 


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


 


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


 


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


 


(5)           Deferral.  Notwithstanding anything to the contrary
contained in this Section 1(a), the Company shall not be obligated to
prepare and file, or cause to become effective, any registration statement
pursuant to this Section 1(a) hereof at any time when, in the good
faith judgment of its Board of Directors, the filing thereof at the time
requested or the effectiveness thereof after filing should be delayed to permit
the Company to include in the registration statement the Company’s financial
statements (and any required audit opinion thereon) for the then immediately
preceding fiscal year or fiscal quarter, as the case may be.  The filing of a registration statement by the
Company cannot be deferred pursuant to the provisions of the immediately preceding
sentence beyond the time that such financial statements (or any required audit
opinion thereon) would be required to be filed with the Commission as part of
the Company’s Annual Report on Form 10-K or Quarterly Report on Form 10-Q,
as the case may be, if the Company were then obligated to file such
reports.  Notwithstanding anything to the
contrary contained herein, the Company shall not be obligated to cause a
registration statement previously filed pursuant to this Section 1(a) to
become effective, and may suspend sales by the Holders of Registrable
Securities under any registration that has previously become effective, at any
time when, in the good faith judgment of its Board of Directors, it reasonably
believes that the effectiveness of such registration statement or the offering
of securities pursuant thereto would materially adversely affect a pending or
proposed acquisition, merger, recapitalization, consolidation, reorganization
or similar transaction or negotiations, discussions or pending proposals with
respect thereto; provided that deferrals pursuant to this sentence shall not
exceed, in the aggregate, ninety (90) days in any 365-day period.  The filing of a registration statement, or
any amendment or supplement thereto, by the Company cannot be deferred, and the
rights of Holders of Registrable Securities to make sales pursuant to an
effective registration statement cannot be suspended, pursuant to the
provisions of the immediately preceding sentence for more than fifteen (15)
days after the abandonment or thirty (30) days after the consummation of any of
the foregoing proposals or transactions or, in any event, for more than thirty
(30) days after the date of the Board’s determination pursuant to the
immediately preceding sentence of this Section 1(a)(5).


 


(b)           S-3
Registrations.  


 


(1)           Request
for Registration.  At any time
on or after the first anniversary of the Date of Closing, (i) a Holder or
Holders of in excess of 25% of the Registrable Securities may make a written
request for registration under Form S-3 of the Securities Act or any
successor or similar form (an “S-3 Registration”)
of all or part of its or their Registrable Securities.  Such request will specify the number of
Registrable Securities proposed to be sold and will also specify the intended
method of disposition thereof.  Within
ten (10) business days after receipt of such request, the Company will
give written notice of the proposed registration and any related qualification
or compliance to all other Holders, use all commercially reasonable efforts to
effect, as soon as practicable, the registration under the Securities Act, and
include in such registration all Registrable Securities with respect to which
the Company has received written requests for inclusion


 


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therein from
the Holders thereof within fifteen (15) business days after receipt by the
applicable Holder of the Company’s notice. 
Each such request will also specify the aggregate number of Registrable
Securities to be registered and the intended method of disposition
thereof.  Subject to Section 1(b)(3),
the Company shall file a registration statement covering the Shares and other
securities so requested to be registered as soon as practicable after receipt
of the request or requests of the Holders.


 


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


 


(3)           Deferral.  Notwithstanding anything to the contrary
contained in this Section 1(b), the Company shall not be obligated to
prepare and file, or cause to become effective, any registration statement
pursuant to this Section 1(b) hereof at any time when, (i) Form S-3
is not available for such offering; or (ii) the Holders, together with the
stockholders of any other securities of the Company entitled to inclusion in
such registration, propose to sell Registrable Securities at an aggregate price
to the public of less than $500,000.00; or (iii) at any time when, in the
good faith judgment of its Board of Directors, it reasonably believes that the
effectiveness of such registration statement or the offering of securities
pursuant thereto would materially adversely affect a pending or proposed
acquisition, merger, recapitalization, consolidation, reorganization or similar
transaction or negotiations, discussions or pending proposals with respect
thereto; provided that deferrals pursuant to this sentence shall not exceed, in
the aggregate, ninety (90) days in any 365-day period.  The filing of a registration statement, or
any amendment or supplement thereto, by the Company cannot be deferred, and the
rights of Holders of Registrable Securities to make sales pursuant to an
effective registration statement cannot be suspended, pursuant to the
provisions of the immediately preceding sentence for more than fifteen (15) days
after the abandonment or thirty (30) days after the consummation of any of the
foregoing proposals or transactions or, in any event, for more than thirty (30)
days after the date of the Board’s determination pursuant to the immediately
preceding sentence of this Section 1(b)(3).


 


(c)           Piggy-Back Registration.


 


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


 


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


 


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


 


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


 


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


 


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


 


(3)           furnish
to counsel (if any) selected by Holders of a majority of the Registrable
Securities covered by such registration statement copies of all documents


 


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proposed to be filed with the Securities and Exchange Commission in
connection with such registration, which documents will be subject to the
review of such counsel;


 


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


 


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


 


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


 


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


 


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


 


covering
substantially the same matters with respect to the registration statement (and
the prospectus included therein) and, in the case of such accountants’ letter,
with respect to changes subsequent to the date of such financial statements, as
are customarily covered in opinions of issuer’s counsel and in accountants’
letters delivered to the Underwriters in underwritten public offerings of
securities;


 


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


 


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that, as thereafter delivered to the purchaser of such securities, such
prospectus shall not include an untrue statement of a material fact or omit to
state a material fact required to be stated therein or necessary to make the
statements therein not misleading in the light of the circumstances then
existing;


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


The Company may require each seller of any
securities as to which any registration is being effected to furnish to the
Company such information regarding such seller and the distribution of such
securities as the Company may from time to time reasonably request in writing
and as shall be required by law in connection therewith.


 


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Each such
Holder agrees to furnish promptly to the Company all information required to be
disclosed in order to make the information previously furnished to the Company
by such Holder not materially misleading.


 


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


 


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


 


(e)           Indemnification and Contribution.


 


(1)           Indemnification by Company.  The Company agrees to indemnify and hold
harmless each Holder of Registrable Securities, its officers, directors,
employees and agents and each person who controls such Holder within the
meaning of either Section 15 of the Securities Act or Section 20(a) of
the Exchange Act, from and against all losses, claims, damages, liabilities and
expenses (including reasonable costs of investigation and legal expenses)
arising out of or based upon any untrue statement or alleged untrue statement
of a material fact contained in any registration statement or prospectus or in any
amendment or supplement thereto or in any preliminary prospectus, or arising
out of or based upon any omission or alleged omission to state therein a
material fact required to be stated therein or necessary to make the statements
therein, in the light of the circumstances under which they were made, not
misleading, except insofar as such losses, claims, damages, liabilities or
expenses arise out of or are based upon any such untrue statement or omission
or allegation thereof based upon information relating to such indemnified
Holder and furnished in writing to the Company by such indemnified Holder
expressly for use therein.  This
indemnity will be in addition to any liability which the Company may otherwise
have.


 


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


 


(3)           Notice.
If any action or proceeding (including any governmental investigation or
inquiry) shall be brought or asserted against an indemnified party in respect
of which indemnity may be sought from the indemnifying party, such indemnified
party shall promptly notify the indemnifying party in writing, and the
indemnifying party shall assume the defense thereof, including the employment
of counsel reasonably satisfactory to such indemnified party and the payment of
all expenses.  Such indemnified party
shall have the right to employ separate counsel in any such action and to
participate in the defense thereof, but the fees and expenses of such counsel
shall be at the expense of such indemnified party except that the indemnifying
party shall be responsible for the reasonable fees and expenses of such counsel
if (but only if) (a) the indemnifying party has agreed to pay such fees
and expenses or (b) the indemnifying party shall have failed to assume the
defense of such action or proceeding and has failed to employ counsel
reasonably satisfactory to such indemnified party in any such action or
proceeding or (c) the named parties to any such action or proceeding
(including any impleaded parties) include both such indemnified party and the
indemnifying party, and there are one or more legal defenses available to such
indemnified party which are different from or additional to those available to
the indemnifying party (in which case, if such indemnified party notifies the
indemnifying party in writing that it elects to employ separate counsel at the
expense of the indemnifying party, the indemnifying party shall not have the
right to assume the defense of such action or proceeding on behalf of such
indemnified party, it being understood, however, that the indemnifying party
shall not, in connection with any one such action or proceeding or separate but
substantially similar or related actions or proceedings in the same
jurisdiction arising out of the same general allegations or circumstances, be
liable


 


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for the fees and expenses of more than one separate firm of attorneys
at any time for such indemnified party and any other indemnified parties, which
firm shall be designated in writing by such indemnified parties).  The indemnifying party shall not be liable
for any settlement of any such action or proceeding effected without its
written consent, but if settled with its written consent, or if there be a
final judgment for the plaintiff in any such action or proceeding, the
indemnifying party agrees to indemnify and hold harmless such indemnified
parties from and against any loss or liability by reason of such settlement or
judgment.


 


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


 


The Company and each Holder of Registrable Securities agree that it
would not be just and equitable if contribution pursuant to this Section
1(e)(4) were determined by pro rata allocation or by any other method of
allocation which does not take account of the equitable considerations referred
to in the immediately preceding paragraph. 
Notwithstanding the provisions of this Section 1(e)(4), a Holder shall
not be required to contribute any amount in excess of the amount by which the
total net proceeds received by such Holder or its affiliated Holders from the
sale to the public of Registrable Securities exceeds the amount of any damages
which such Holder, or its affiliated Holders, has otherwise been required to
pay by reason of such untrue or alleged untrue statement or omission or alleged
omission.  No person guilty of fraudulent
misrepresentation (within the meaning of Section 11(f) of the Securities Act)
shall be entitled to contribution from any person who was not guilty of such
fraudulent misrepresentation.


 


(f)            Transfer
of Registration Rights.  The rights
to cause the Company to register Registrable Securities pursuant to this
Section 1 may be transferred by a Holder to a transferee, provided that: (i)
the Company is, within a reasonable time after such transfer, furnished with
written notice of the name and address of such transferee and the


 


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securities
with respect to which such registration rights are being assigned; (ii) such
transferee acquires at least 25% of a Holder’s Registrable Securities; and
(iii) such transferee agrees in writing to be bound by and subject to the terms
and conditions of this Agreement. 
Notwithstanding the foregoing, a transfer of registration rights by a
Holder to a partner, shareholder or affiliate of the Holder shall not be
subject to the minimum shareholding requirement in the preceding sentence.


 


(g)           Certain
Definitions.


 


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


 


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


 


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


 


11





















 


Geokinetics Inc.


One Riverway, Suite 2100


Houston, Texas  77056


Attention: President


 


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


 


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


 


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


 


SECTION 5.         Termination.  This Agreement (except for Section 1(e))
shall terminate with respect to any Holder on the earlier to occur of (i) 5:00 p.m.,
Houston time, on July 29, 2010, or (ii) the later of (A) the
date on which all of the Registrable Securities constitute less than 2% of the
outstanding Geokinetics Common Stock and (B) the date on which all of the
Registrable Securities may be immediately sold to the public under Rule 144(k)
or any successor provision.


 


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


 


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


 


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


 


[Signature Page Follows]


 


12





















 


[Signature Page of
Registration Rights Agreement]


 


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


 


	
   

  	
  COMPANY

  
	
   

  	
   

  
	
   

  	
  GEOKINETICS INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
  Title:

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  HOLDERS

  
	
   

  	
   

  
	
   

  	
  All those Holders whose signature pages

  
	
   

  	
  are attached hereto

  



 


13





















 


HOLDER SIGNATURE PAGE


 


	
   

  	
  SCF-III, L.P.

  
	
   

  	
   

  
	
   

  	
  By:  L.E.
  Simmons and Associates,

  Incorporated, Its General Partner

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
  Title:

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Address:

  
	
   

  	
   

  
	
   

  	
  600 Travis Street, Suite 6600

  
	
   

  	
  Houston, Texas 77002

  
	
   

  	
  Attn: Adam Zylman

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  (Facsimile Number)

  
							



 





















 


HOLDER SIGNATURE PAGE


 


 


	
   

  	
   

  	
   

  
	
   

  	
  James White, INDIVIDUALLY

  
	
   

  	
   

  
	
   

  	
  Address:

  
	
   

  	
   

  
	
   

  	
  302 Cove Creek Lane

  
	
   

  	
  Houston, Texas 770

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  (Facsimile Number)