DIRECTOR RESTRICTED STOCK AGREEMENTDirector Restricted Stock Agreement • December 26th, 2007 • Blackhawk Investors Ii L L C • Crude petroleum & natural gas • Texas
WHEREAS, Section 9 of the 2007 Stock Awards Plan (the “Plan”) of Geokinetics Inc., a Delaware corporation (the “Company”), authorizes the Board of Directors of the Company (the “Board”) or the Compensation Committee thereof (the “Committee”) to award shares of restricted stock to eligible participants in the Plan;
COMMON STOCK PURCHASE WARRANT To Purchase Shares of Common Stock of GEOKINETICS INC.Common Stock Purchase Warrant • December 26th, 2007 • Blackhawk Investors Ii L L C • Crude petroleum & natural gas
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to the close of business on the fifth anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Geokinetics Inc., a Delaware corporation (the “Company”), up to shares (the “Warrant Shares”) of Common Stock, par value $.01 per share, of the Company (the “Common Stock”). The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
STOCK PURCHASE AGREEMENTStock Purchase Agreement • December 26th, 2007 • Blackhawk Investors Ii L L C • Crude petroleum & natural gas • New York
This STOCK PURCHASE AGREEMENT, dated as of October 3, 2006 (this “Agreement”), is by and among Valentis SB, L.P., a Delaware limited partnership (“Wexford”), Antony Lundy, (“Lundy” and together with Wexford, the “Sellers” and each individually a “Seller”), and William R. Ziegler ( “Buyer” and together with Sellers the “Parties”).
TERMINATION AGREEMENTTermination Agreement • December 26th, 2007 • Blackhawk Investors Ii L L C • Crude petroleum & natural gas
This Termination Agreement (the “Agreement”) made as of October 2, 2006 by and among GEOKINETICS INC., a Delaware corporation (the “Corporation”), BLACKHAWK INVESTORS II, L.L.C., a Delaware limited liability company (“Blackhawk II”), BLACKHAWK CAPITAL PARTNERS, a Texas general partnership (“BCP”) and the managing member of Blackhawk I and Blackhawk II, SOMERSET CAPITAL PARTNERS, a New York general partnership (“SCP”), STEVEN A. WEBSTER, an individual and one of the partners of each of BCP and SCP (“Webster”) and WILLIAM R. ZIEGLER, an individual and one of the partners of each of BCP and SCP (“Ziegler”,), and VALENTIS SB, L.P., a Delaware limited partnership, (each of the parties hereto, other than the Corporation, is hereinafter sometimes referred to individually as a “Shareholder” and collectively as the “Shareholders.”)
AMENDED SCHEDULE 13D JOINT FILING AGREEMENTJoint Filing Agreement • December 26th, 2007 • Blackhawk Investors Ii L L C • Crude petroleum & natural gas
This Amended Schedule 13D Joint Filing Agreement, dated as of December 19, 2007, is entered into by and among Blackhawk Investors II, LLC (“Blackhawk II”), Blackhawk Capital Partners (“BCP”), Somerset Capital Partners (“SCP”), Kestrel Capital, LP (“Kestrel”), Cerrito Partners (“Cerrito”), Thomas H. O’Neill, Jr. (“O’Neill”), Steven A. Webster (“Webster”) and William R. Ziegler (“Ziegler”).
