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
6
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