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