THE
AMENDMENT AS PART OF THE CERTIFICATE OF INCORPORATION OF THE CORPORATION WITH
THE SECRETARY OF STATE OF THE STATE OF DELAWARE, SUBJECT TO THE SATISFACTION OF
THE CONDITIONS SET FORTH IN PARAGRAPH 2 HEREOF.
(B)
THE ADOPTION BY THE COMPANY OF A NEW CLASS OF A NEW CLASS OF
SHARES, THE SERIES C PREFERRED STOCK, OR THE TERMS SET FORTH ON THE CERTIFICATE
OF DESIGNATION OF SERIES C PREFERRED STOCK OF GEOKINETICS, INC. SET FORTH AS
EXHIBIT 2 HERETO (THE "SERIES C CERTIFICATE").
(C)
THIS CONSENT SHALL EXPIRE IF THE CONDITIONS SET FORTH IN SECTION 2
HAVE NOT BEEN FULLY SATISFIED AND THE AMENDMENT AND THE SERIES C CERTIFICATE
HAVE NOT BEEN FILED WITH THE SECRETARY OF STATE OF THE STATE OF DELAWARE, AS
AMENDMENTS TO THE CERTIFICATE OF INCORPORATION OF THE CORPORATION IN DELAWARE BY
FEBRUARY 15, 2010.
2.
CONDITIONS.
(A)
THE CONSENT OF THE HOLDERS SET FORTH IN SECTION 1 IS SUBJECT TO
SATISFACTION OF THE FOLLOWING CONDITIONS: (A) THE CONSUMMATION OF EITHER (I) THE
PUBLIC OFFERING (AS HEREINAFTER DEFINED), OR (II) THE ACQUISITION HAS OCCURRED;
(B) THE PAYMENT OF THE CONSENT FEE BY THE CORPORATION TO THE HOLDERS SUCH FEE TO
BE PAID TO EACH OF THE HOLDERS IN THE PERCENTAGES SET FORTH IN EXHIBIT 3, BY
WIRE TRANSFER TO THE ACCOUNTS SPECIFIED IN EXHIBIT 3 OR OTHERWISE DESIGNATED IN
WRITING BY ANY HOLDER TO THE CORPORATION AND (C) THE ISSUANCE TO AVISTA OF AN
AGGREGATE OF 750,000 SHARES OF COMMON STOCK (OF WHICH 156,500 SHARES OF COMMON
STOCK SHALL BE ISSUED TO AVISTA OFFSHORE AND 593,500 SHARES SHALL BE ISSUED TO
AVISTA DOMESTIC, UNLESS AVISTA INSTRUCTS THE CORPORATION TO SUCH SHARES OF
COMMON STOCK IN DIFFERENT PROPORTIONS) (THE "AVISTA COMMON STOCK") AS
CONSIDERATION FOR THE EXCHANGE.
FOR ALL PURPOSES OF THIS AGREEMENT, THE TERM
"PUBLIC OFFERING" SHALL BE DEEMED TO INCLUDE ANY SALE, OFFER OR ISSUANCE OF
SHARES OF COMMON STOCK BY THE CORPORATION, IN AN OFFERING REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") OR EXEMPT FROM
REGISTRATION UNDER THE SECURITIES ACT PURSUANT TO SECTION 4 THEREOF, OR
RULE 144A OR REGULATION D PROMULGATED UNDER THE SECURITIES ACT (OTHER THAN THE
ISSUANCE OF SHARES OF COMMON STOCK PURSUANT TO OPTIONS, WARRANTS, CONVERTIBLE
SECURITIES OR SIMILAR SECURITIES OUTSTANDING AS OF THE DATE THE AMENDMENT IS
FILED WITH THE SECRETARY OF STATE OF THE STATE OF DELAWARE OR SHARES ISSUED AS
CONSIDERATION IN THE ACQUISITION) WHICH OCCURS AT ANY TIME ON OR PRIOR TO
JUNE 30, 2010.
(B)
NOTWITHSTANDING ANYTHING TO THE CONTRARY SET FORTH HEREIN, IN NO
EVENT SHALL (I) THE AGGREGATE NUMBER OF SHARES OF COMMON STOCK ISSUED IN
CONNECTION WITH THE ACQUISITION AND THE PUBLIC OFFERING EXCEED EIGHT MILLION
SEVEN HUNDRED FIFTY THOUSAND (8,750,000)
OR (II) THE AGGREGATE NUMBER OF SHARES
OF COMMON STOCK ISSUED IN CONNECTION WITH THE PUBLIC OFFERING (INCLUDING ANY
SHARES OF COMMON STOCK ISSUED PURSUANT TO ANY, "OVER-ALLOTMENT" OR "GREEN SHOE"
OPTION) EXCEED FIVE MILLION SEVEN HUNDRED FIFTY THOUSAND (5,750,000).
2
3.
CLOSING.
(A)