STOCK PURCHASE AGREEMENT
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This STOCK PURCHASE AGREEMENT, dated as of October 3, 2006
(this "AGREEMENT"), is by and among Xxxxxxxx XX, L.P., a Delaware limited
partnership ("WEXFORD"), Xxxxxx Xxxxx, ("XXXXX" and together with Wexford, the
"SELLERS" and each individually a "SELLER"), Avista Capital Partners, L.P., a
Delaware limited partnership ("AVISTA"), and Avista Capital Partners (Offshore),
L.P. ("AVISTA OFFSHORE" and together with Avista the "BUYERS" and each
individually a "BUYER" and together with Sellers the "PARTIES").
RECITALS
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X. Xxxxx desires to sell 140,768 shares of Common Stock,
par value $0.01 and Wexford desires to sell 4,254,242 shares of Common Stock,
par value $0.01 (collectively, the "SHARES"), of Geokinetics Inc., a Delaware
corporation (the "COMPANY") to Buyers.
B. Buyers desire to purchase the Shares from Sellers.
C. The Parties desire to enter into this Agreement.
AGREEMENT
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NOW, THEREFORE, for good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, it is mutually agreed
as follows:
SECTION 1. Sale of the Shares.
1.1. Sale. Subject to the terms and conditions set forth
in this Agreement, Sellers hereby sell, assign, transfer and convey to Buyers
and Buyers acquire and purchase from Sellers, all right, title and interest of
Sellers, in and to the Shares, in such proportions as set forth on Schedule 1.1,
in exchange for an aggregate amount $7,471,517 ($1.70 per share) paid to Sellers
via wire transfer in such proportions as set forth on Schedule 1.1, on the date
hereof pursuant to Sellers' wire instructions previously submitted to Buyers.
1.2. Delivery of Certificates. Concurrently herewith,
Sellers are delivering to Buyers the stock certificates representing the Shares,
together with duly endorsed stock powers (and if requested, with signature
guarantees) in the form attached hereto as Exhibit A.
SECTION 2. Representations and Warranties of Sellers. Each
Seller individually hereby represents and warrants:
2.1. Organization and Valid Existence. To the extent
Seller is not a natural person, Seller is duly formed and validly existing under
the laws of the state of its formation with full right, power and authority to
execute, deliver and perform this Agreement.
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2.2. Authorization. The execution, delivery, and
performance of this Agreement is within Seller's powers and (to the extent
Seller is not a natural person) has been duly authorized by all requisite
action. This Agreement has been duly and validly executed and delivered by
Seller and (assuming the due authorization, execution and delivery by Buyers and
the other Seller) this Agreement constitutes the legal, valid and binding
obligation of Seller, enforceable against Seller in accordance with its terms.
2.3. No Conflict. Neither the execution, delivery and
performance of this Agreement, nor the consummation of the transactions
contemplated hereby, nor compliance with the terms hereof, shall: (a) to the
extent Seller is not a natural person, conflict with or violate any provision of
Seller's organizational documents; (b) result in a violation or breach of, or
constitute (with or without due notice or lapse of time or both) a default under
any terms, conditions or provisions of, or otherwise interfere with, any
contract or any other instrument or obligation to which Seller is bound; (c)
conflict with, violate or result in a breach of, or constitute a default under,
any law, statute, rule, judgment, order, decree, injunction, ruling or
regulation of any governmental entity to which Seller is subject; or (d) require
Seller to give notice to, or obtain an authorization, approval, order, license,
franchise, declaration or consent of, or make any filing with, any third party,
including without limitation, any governmental entity.
2.4. Seller's Title to the Shares. Seller is the sole and
exclusive record and beneficial owner of those Shares attributed to Seller on
Schedule 1.1 free and clear of any and all liens or other encumbrances of any
type.
2.5. Non-Reliance. Buyers may be, and Seller is proceeding
on the assumption that Buyers are, in possession of material, non-public
information concerning the Company and its direct and indirect subsidiaries (the
"INFORMATION") which is not or may not be known to Seller and that Buyers have
not disclosed to Sellers; (ii) Seller is voluntarily assuming all risks
associated with the sale of the Shares to Buyers and expressly warrants and
represents that (x) Buyers have not made, and Seller disclaims the existence of
or its reliance on, any representation by either Buyer concerning the Company or
the Shares (other than those expressly set forth herein) and (y) it is not
relying on any disclosure or non-disclosure made or not made, or the
completeness thereof, in connection with or arising out of the sale of the
Shares, and therefore has no claims against Buyers with respect thereto; (iii)
if any such claim may exist, Seller, recognizing its disclaimer of reliance and
Buyers' reliance on such disclaimer as a condition to entering into this
transaction, covenants and agrees not to assert it against Buyers or any of
their respective officers, directors, shareholders, partners, representatives,
agents or affiliates; and (iv) Buyers shall have no liability, and Seller waives
and releases any claim that it might have against Buyers or their respective
officers, directors, shareholders, partners, representatives, agents and
affiliates whether under applicable securities law or otherwise, based on
Buyers' knowledge, possession or nondisclosure to Seller of the Information.
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SECTION 3. Representations and Warranties of Buyers. Each
Buyer hereby represents and warrants:
3.1. Organization and Valid Existence. Buyer is a Delaware
limited partnership duly formed and validly existing under the laws of the state
of its formation with full right, power and authority to execute, deliver and
perform this Agreement.
3.2. Authority; Due Execution; Validity of Agreement. The
execution, delivery and performance by Buyer of this Agreement have been
authorized by all necessary corporate action on behalf of Buyer. This Agreement
has been duly and validly executed and delivered by Buyer and (assuming the due
authorization, execution and delivery by Sellers) this Agreement constitutes the
legal, valid and binding obligation of Buyer, enforceable against Buyer in
accordance with its terms.
3.3. No Conflict. Neither the execution, delivery and
performance of this Agreement, nor the consummation of the transactions
contemplated hereby, nor compliance with the terms hereof, shall: (a) conflict
with or violate any provision of Buyer's organizational documents; (b) result in
a violation or breach of, or constitute (with or without due notice or lapse of
time or both) a default under any terms, conditions or provisions of, or
otherwise interfere with, any contract or any other instrument or obligation to
which Buyer is bound; (c) conflict with, violate or result in a breach of, or
constitute a default under, any law, statute, rule, judgment, order, decree,
injunction, ruling or regulation of any governmental entity to which Buyer is
subject; or (d) require Buyer to give notice to, or obtain an authorization,
approval, order, license, franchise, declaration or consent of, or make any
filing with, any third party, including without limitation, any governmental
entity.
3.4. Investment Intent. Buyer is acquiring its proportion
of the Shares for investment and not with a view toward any distribution
thereof. Buyer will not sell or otherwise transfer its Shares except in
compliance with all applicable federal and state securities laws.
SECTION 4. Survival. Each of the representations,
warranties, covenants and agreements of the Parties in this Agreement shall
survive the consummation of the transactions contemplated hereby.
SECTION 5. Governing Law; Submission to Jurisdiction. This
Agreement, and all claims or causes of action (whether in contract or tort) that
may be based upon, arise out of or relate to this Agreement or the negotiation,
execution or performance of this Agreement (including any claim or cause of
action based upon, arising out of or related to any representation or warranty
made in or in connection with this Agreement), shall be governed by and
construed in accordance with the internal laws of the State of New York. Any
action against any Party relating to the foregoing shall be brought in any
federal or state court of competent jurisdiction located within the State of New
York, and the Parties hereto hereby irrevocably submit to the exclusive
jurisdiction of any federal or state court located within the State of New York
over any such action. The parties hereby irrevocably waive, to the fullest
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extent permitted by law, any objection which they may now or hereafter have to
the laying of venue of any such action brought in such court or any defense of
inconvenient forum for the maintenance of such action.
SECTION 6. Entire Agreement. This Agreement constitutes the
full and entire agreement among the Parties with regard to the subject hereof,
and supersedes all prior negotiations, representations, promises or warranties
(oral or otherwise) made by any Party with respect to the subject matter hereof.
No Party has entered into this Agreement in reliance upon any other Party's
prior representation, promise or warranty (oral or otherwise) except for those
that may be expressly set forth in this Agreement.
SECTION 7. Amendments. No amendment, modification or waiver
in respect of this Agreement shall be effective unless it shall be in writing
and signed by each of the Parties.
SECTION 8. Third Party Beneficiaries. Nothing in this
Agreement, express or implied, shall give to any person other than the parties
hereto any benefit or any legal or equitable right, remedy or claim under this
Agreement.
SECTION 9. Counterparts. This Agreement may be executed in
one or more counterparts, each of which shall be deemed an original and all of
which shall, taken together, be considered one and the same agreement, it being
understood that all of the Parties need not sign the same counterpart. Copies of
executed counterparts transmitted by telecopy or other electronic transmission
service shall be considered original executed counterparts, provided that
receipt of copies of such counterparts is confirmed.
[SIGNATURE PAGE FOLLOWS]
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IN WITNESS WHEREOF, the undersigned have duly executed this
Agreement as of the date first above written.
Xxxxxxxx XX, L.P.
By: Xxxxxxxx XX GP, LLC, its general
partner
By: /s/
---------------------------------
Name: Xxxxxx Xxxxx
Title: Vice President
/s/
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Xxxxxx Xxxxx
AVISTA CAPITAL PARTNERS, L.P.
By: AVISTA CAPITAL PARTNERS GP, LLC,
its general partner
By: /s/
---------------------------------
Xxx Xxxxxxx
General Counsel
AVISTA CAPITAL PARTNERS (OFFSHORE),
L.P.
By: AVISTA CAPITAL PARTNERS GP, LLC,
its general partner
By: /s/
---------------------------------
Xxx Xxxxxxx
General Counsel
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SCHEDULE 1.1
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WEXFORD'S SALES
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BUYERS NUMBER OF SHARES PURCHASE PRICE
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Avista Capital Partners, L.P. 3,988,352 $ 6,780,198.40
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Avista Capital Partners (Offshore), L.P. 265,890 $ 452,013.00
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TOTAL 4,254,242 $ 7,232,211.40
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XXXXX'X SALES
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BUYERS NUMBER OF SHARES PURCHASE PRICE
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Avista Capital Partners, L.P. 131,970 $ 224,349.00
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Avista Capital Partners (Offshore), L.P. 8,798 $ 14,956.60
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TOTAL 140,768 $ 239,305.60
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Schedule 1.1
to Stock Purchase Agreement
EXHIBIT A
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STOCK POWER
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STOCK TRANSFER POWER
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FOR VALUE RECEIVED, _____________does hereby sell, assign and
transfer unto ____________________, a Delaware limited partnership, _______
shares of Common Stock, par value $0.01, of Geokinetics Inc. (the
"Corporation"), a Delaware corporation, registered in the name of
_______________ and represented by Certificate No. [___] attached hereto, and
does hereby irrevocably constitute and appoint _______________________ attorney
to transfer the said stock on the books of the Corporation with full power of
substitution in the premises.
Date: _____________________
[Seller]
By:_________________________________
Name:_______________________________
Title:______________________________
Exhibit A
to Stock Purchase Agreement
