EXHIBIT III
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SHAREHOLDERS AGREEMENT
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SHAREHOLDERS AGREEMENT (this "Agreement") made as of this 2nd day of May,
2003, by and among Geokinetics, Inc., a Delaware corporation (the
"Corporation"), Blackhawk Investors, L.L.C., a Delaware limited liability
company ("Blackhawk I"), 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
("Blackhawk I and Blackhawk II being sometimes hereinafter collectively referred
to as "Blackhawk"), Somerset Capital Partners, a New York general partnership
("SCP"), Xxxxxx X. Xxxxxxx, an individual and one of the partners of each of BCP
and SCP ("Xxxxxxx") and Xxxxxxx X. Xxxxxxx, an individual and one of the
partners of each of BCP and SCP ("Xxxxxxx"; Ziegler, Webster, SCP, BCP,
Blackhawk II and Blackhawk I being sometimes hereinafter individually referred
to as a "Blackhawk Shareholder" and collectively as the "Blackhawk
Shareholders") and Xxxxxxxx XX, L.P., a Delaware limited partnership (the
"Wexford Shareholder" )(each of the parties hereto, other than the Corporation,
is hereinafter sometimes referred to individually as a "Shareholder" and
collectively as the "Shareholders.")
WHEREAS, after giving effect to a series of recapitalization and financing
transactions (collectively, the "Restructuring") consummated by the Corporation
with certain of its senior creditors and other investors (inclusive of a
1-for-100 reverse stock split of the Corporation's outstanding common stock
immediately prior to the consummation of such Restructuring), the Corporation
has authorized capital stock consisting of 100,000,000 shares of Common Stock,
par value $0.01 per share (the "Common Stock"), of which 18,992,156 shares are
issued and
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outstanding upon the consummation of the Restructuring (inclusive of the Private
Placement described below), and 2,500,000 shares of Preferred Stock, par value
$10.00 per share, none of which are currently outstanding;
WHEREAS, as part of the Restructuring, the Corporation issued and sold an
aggregate of 10,635,607 shares of Common Stock (the "Private Placement Shares"),
at an aggregate purchase price of $3,500,000, in two concurrent private
placement transactions (collectively, the "Private Placement"), which Private
Placement Shares represents 56% of the issued and outstanding shares of Common
Stock upon the consummation of the Restructuring;
WHEREAS, as part of the Private Placement and pursuant to a certain
Securities Purchase and Exchange Agreement dated the date hereof among the
Corporation and the Investors named therein (the "Purchase Agreement"), (i)
Blackhawk II purchased on the date hereof 5,317,804 shares of Common Stock and
(ii) the Wexford Shareholder purchased on the date hereof 5,317,803 shares of
Common Stock;
WHEREAS, after giving effect to the consummation of the Restructuring
(inclusive of the Private Placement and the reverse stock split), the
Shareholders own the number of shares of Common Stock of the Corporation set
forth on Schedule A attached hereto;
WHEREAS, it is a material inducement and a precondition to the entering
into of the Purchase Agreement by the Shareholders that the Corporation and the
Shareholders enter into this Agreement contemporaneously therewith;
NOW, THEREFORE, in consideration of the foregoing premises and the mutual
promises herein contained, the parties hereto, each intending to be legally
bound, hereby agree as follows:
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1. Certain Definitions.
1.1 Capitalized terms not otherwise defined herein shall have the meanings
assigned to them in the Purchase Agreement.
1.2 As used herein, the following terms shall have the meanings set forth
below:
"Affiliate" means, with respect to any person, any other person that
directly or indirectly controls or is controlled by or is under common control
with such person.
"control" as used herein means the power to exercise a controlling
influence over such person, and a person shall be deemed to control another
person if that person (i) owns beneficially, directly or indirectly, 10% or more
of the voting securities or voting interests of such person, or (ii) creates,
establishes or uses a trust, proxy, power of attorney, pooling arrangement or
other device with the purpose or effect of divesting such person of beneficial
ownership of such securities, or (iii) provides directly or indirectly the funds
for the acquisition by such other person of any shares of the Corporation.
"Disposition" means any direct or indirect transfer, assignment, sale,
gift, pledge, hypothecation or other encumbrance, or any disposition of Common
Stock (or any interest therein or right thereto) or of all or part of the voting
power associated with the Common Stock (or any interest therein) whatsoever, or
any other transfer of beneficial ownership of Common Stock whether voluntary or
involuntary; provided, that: (i) the transfer of Common Stock by Blackhawk to
its members shall not be deemed a Disposition hereunder; (ii) any public sale of
Common Stock pursuant to Rule 144 under the Securities Act shall not be deemed a
Disposition hereunder; (iii) no transfer by any Shareholder of less than 10% of
its respective holdings of Common Stock in a single transaction or series of
related transactions shall be deemed a Disposition hereunder; and (iv) the
participation by any Shareholder in a proposed underwritten
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public offering of Common Stock (including the entering into of an underwriting
agreement, a custody agreement or other agreements customarily executed by
selling shareholders in connection therewith) or the participation by either
Shareholder in any other registration pursuant to any demand or piggyback
registration rights that any such Shareholder may have pursuant to any
registration rights or similar agreement with the Corporation or the
consummation thereof, shall not constitute a Disposition, it being understood
that, if such proposed underwritten public offering is terminated or abandoned
prior to consummation or is not consummated or such other registration is
terminated or abandoned prior to consummation or is not consummated, the Common
Stock held by the parties hereto shall remain subject to this Agreement.
"Group" has the meaning as defined for purposes of Section 13(d)(3) of the
Exchange Act and the rules and regulations.
"party to this Agreement" as used herein shall mean any person signatory to
this Agreement, any transferee of any Shareholder that is required to execute
and deliver to the Corporation an Acknowledgment and Agreement pursuant to
Section 16 hereof in connection with its acquisition of shares.
"person" as used herein means any individual, corporation, company,
partnership, joint venture, trust, association, unincorporated organization, or
other entity or group.
"shares" as used herein shall be deemed to refer to all the shares of the
Common Stock of the Corporation owned by the Shareholders at the time of
execution of this Agreement; any additional shares of the Common Stock of the
Corporation hereafter acquired by any Shareholder; any shares of the Common
Stock of the Corporation hereafter issued in exchange therefor by way of
reclassification of shares, merger, consolidation, reorganization,
recapitalization or otherwise; any additional shares issued to the respective
Shareholders by
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reason of stock dividends, share distributions, increases in the outstanding
shares; and (unless the context does not permit such interpretation) any shares
of the Common Stock of the Corporation issuable to any Shareholder upon exercise
of options, warrants, rights, and conversion rights or privileges.
"Shareholder" as used herein shall include, in addition to the original
parties signatory hereto (other than the Corporation), any transferee of any
Shareholder that is required to execute and deliver to the Corporation an
Acknowledgment pursuant to Section 16 hereof, in each respect only so long as
such party holds shares.
2. Restrictions on Transfer. No Shareholder may effect a Disposition
(whether with or without consideration), other than a Tag-Along Disposition
permitted by and in compliance with the terms and conditions of this Agreement,
unless the transferee, if not already a Shareholder, shall comply with the
provisions of Section 16 hereof. Any sale, assignment, transfer or other
disposition or encumbrance contrary to the provisions of this Agreement shall be
null and void and of no effect.
3. Tag-Along Dispositions.
If any Shareholder (hereinafter sometimes referred to as a "Selling
Shareholder") desires to effect a Disposition (or a series of related
Dispositions to a single transferee or Group) of more than 10% of the issued and
outstanding shares of Common Stock owned by such Selling Shareholder to any
transferee or Group (other than to an Affiliate or to another Shareholder)
(hereinafter, a "Tag-Along Disposition"), such Selling Shareholder shall give
written notice to the other Shareholders (hereinafter sometimes individually
referred to as a "Tag-Along Shareholder" and collectively referred to as the
"Tag-Along Shareholders") describing the material terms of the proposed
Tag-Along Disposition and identifying the contemplated transferee or Group
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(hereinafter, a "Tag-Along Notice"). Any Tag-Along Shareholder may, by written
notice to the Selling Shareholder delivered within 15 days following the date of
the Tag-Along Notice, elect to participate in the Tag-Along Disposition, and
require, as a condition to the closing of the Tag-Along Disposition, that the
proposed transferee or Group purchase, at the same price per share and on the
same terms and conditions as described in the Tag-Along Notice, a portion of the
total number of shares of Common Stock then held by the Tag-Along Shareholder
equal to a fraction thereof, the numerator of which is the total number of
shares of Common Stock to be transferred by the Selling Shareholder in the
Tag-Along Disposition and the denominator of which is the total number of shares
of Common Stock then held by the Selling Shareholder (the "Tag-Along Shares").
If any Tag-Along Shareholder timely elects to have the Tag-Along Shares included
in the Tag-Along Disposition, the Selling Shareholder shall not effect the
Tag-Along Disposition described in the Tag-Along Notice unless the proposed
transferee or Group agrees to purchase all of the Tag-Along Shares of each
Tag-Along Shareholder at the same price and on the same terms and conditions
described in the Tag-Along Notice. Upon the closing of any sale of Tag-Along
Shares pursuant to this Section, each Tag-Along Shareholder shall deliver at
such closing, against payment of the purchase price therefor, certificates
representing the Tag-Along Shares to be sold, duly endorsed for transfer or
accompanied by duly endorsed stock powers, and evidence of good title to the
Tag-Along Shares to be sold and the absence of liens, encumbrances and adverse
claims with respect thereto and such other matters as are deemed necessary or
advisable by the Corporation for the proper transfer of such Tag-Along Shares on
the books of the Corporation. Failure by any Tag-Along Shareholder to give any
notice during said fifteen (15)-day period to the Selling Shareholder shall be
deemed to be an election by such Tag-Along Shareholder not to have its Tag-Along
Shares included in the Tag-Along Disposition.
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4 Voting Agreements. The following provisions shall govern the management
and operations of the Corporation:
4.1 Voting Agreement of Blackhawk Shareholder.
4.1.1 During the period commencing on the date hereof and ending on the
third anniversary of the date hereof (the "Voting Agreement Period"), each
Blackhawk Shareholder shall vote all shares owned or controlled by it to elect
and maintain as a director of the Corporation, an individual nominated by the
Wexford Shareholder to serve as its director designee (the "Wexford Nominee").
4.1.2 During the Voting Agreement Period, no Blackhawk Shareholder shall
vote any shares owned or controlled by it, or take any other action in
connection with, the removal of any Wexford Nominee, unless the Wexford
Shareholder desires to remove such Wexford Nominee, with or without cause. If
the Wexford Shareholder desires to remove any Wexford Nominee pursuant to the
preceding sentence, each Blackhawk Shareholder shall vote all shares owned by it
in favor of such removal. In the event of a vacancy on the Board resulting from
such removal or otherwise, including, without limitation, death or resignation
of a director, each Blackhawk Shareholder shall vote all shares owned by it in
favor of the appointment of a successor Wexford Nominee if the directorship was
previously held by a Wexford Nominee, and each Blackhawk Shareholder shall vote
all shares owned or controlled by it to elect and maintain any successor Wexford
Nominee as a director of the Corporation (subject to removal as provided
herein), and to take any action that may be taken by a Shareholder of the
Corporation in accordance with the Certificate of Incorporation and By-laws of
the Corporation and the Delaware General Corporation Law to ensure that any such
individual is so elected.
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4.1.3 During the Voting Agreement Period, the Corporation agrees to take
any and all action deemed necessary, advisable or appropriate to facilitate the
election and maintenance of the initial Wexford Nominee and/or any successor
Wexford Nominee as a director of the Corporation, including, without limitation,
causing the Board of Directors of the Corporation to adopt a resolution
increasing the size of the Board by one member and electing the initial Wexford
Nominee as a director to fill the vacancy created by the new directorship, and
thereafter including the Wexford Nominee as part of the Corporation's slate of
directors in the proxy materials of the Corporation.
4.2 Voting Agreement of Wexford Shareholder.
4.2.1 During the Voting Agreement Period, the Wexford Shareholder shall
vote all shares owned or controlled by it to elect and maintain as directors of
the Corporation, Messrs. Xxxxxxxxxxx Xxxxx, Xxxxxx Xxxxxxx and Xxxxxxx Xxxxxxx,
the three incumbent directors of the Corporation (individually, a "Blackhawk
Nominee" and collectively, the "Blackhawk Nominees").
4.2.2 During the Voting Agreement Period, the Wexford Shareholder shall not
vote any shares owned or controlled by it, or take any other action in
connection with, the removal of any Blackhawk Nominee, unless BCP, on behalf of
the Blackhawk Shareholders, desires to remove such Blackhawk Nominee, with or
without cause. If BCP, on behalf of the Blackhawk Shareholders, desires to
remove any Blackhawk Nominee pursuant to the preceding sentence, the Wexford
Shareholder shall vote all shares owned by it in favor of such removal. In the
event of a vacancy on the Board resulting from such removal or otherwise,
including, without limitation, death or resignation of a director, the Wexford
Shareholder shall vote all shares owned by it in favor of the appointment of a
successor Blackhawk Nominee if the directorship was previously
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held by a Blackhawk Nominee, and the Wexford Shareholder shall vote all shares
owned or controlled by it to elect and maintain any successor Blackhawk Nominee
as a director of the Corporation (subject to removal as provided herein), and to
take any action that may be taken by a Shareholder of the Corporation in
accordance with the Certificate of Incorporation and By-laws of the Corporation
and the Delaware General Corporation Law to ensure that any such individual is
so elected.
4.2.3 During the Voting Agreement Period, the Corporation agrees to take
any and all action deemed necessary, advisable or appropriate to facilitate the
election and maintenance of any Blackhawk Nominee as a director of the
Corporation, including, without limitation, including any Blackhawk Nominee as
part of the Corporation's slate of directors in the proxy materials of the
Corporation.
5. Stock Certificate Legend. There shall be forthwith placed conspicuously
on every stock certificate representing shares now outstanding and owned by any
party to this Agreement and on every such certificate which may hereafter be
acquired by any party to this Agreement or by any successor or transferee
thereof (other than a transferee pursuant to a Tag-Along Disposition or one or
more transactions that do not constitute Dispositions hereunder), the following
legend:
"The shares of stock evidenced by this certificate or any certificate
issued in exchange or transfer therefor are held subject to the provisions
of a Shareholders Agreement dated as of May 2, 2003, which provides, among
other things, for certain co-sale rights and obligations and restrictions
on transfer of shares and certain agreements concerning the voting of such
shares, a copy of which Shareholders Agreement is on file and may be
examined at the principal office of the Corporation."
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6. Deposit of Shareholders Agreement. A counterpart of this Agreement and
all amendments thereto shall be deposited at the principal office of the
Corporation and may be examined by any shareholder during normal business hours.
7. Certificate of Incorporation and Bylaws. In the event of any conflict
between the provisions of the Certificate of Incorporation or Bylaws of the
Corporation and this Agreement, the provisions of this Agreement shall control
and the Shareholders shall use their best efforts to cause the Certificate of
Incorporation or Bylaws of the Corporation, to the extent required by applicable
law, to be amended to provide for terms and conditions substantially similar to
those contained in this Agreement.
8. Consent to Specific Enforcement. The parties hereto agree that it is
impossible to measure the monetary damages that would accrue to a Shareholder by
reason of a failure by the other shareholder (a "Breaching Party") or other
person to comply with the provisions of Sections 2, 3 and 4 hereof or to perform
any of the obligations hereunder. Therefore, (i) the Corporation and any other
non-breaching party shall be entitled, to the extent permitted by applicable
law, to injunctive relief in the case of the violation, or attempted or
threatened violation, by a Breaching Party or other person of any of the
provisions of such Sections, or to a decree compelling specific performance by a
Breaching Party or other person of any of such provisions, or to any other
remedy legally allowed to them, and (ii) if any party shall institute any action
or proceeding to enforce the provisions hereof, any party against whom such
action or proceeding is brought hereby waives any claim or defense therein that
the party seeking such relief has an adequate remedy at law.
9. Void Transfers. If any shares of Common Stock subject to the terms of
this Agreement shall be transferred in a Disposition in violation of the terms
and conditions of this
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Agreement, such Disposition shall be void. In addition to, and without prejudice
to, any and all other rights or remedies which may be available to the parties
hereto, the Shareholders agree that the Corporation may, but shall have no
obligation to, hold and refuse to recognize a Disposition of any such securities
(or any certificate therefor) tendered to it for transfer if the Disposition
violates the provisions of this Agreement.
10. Agreements by Corporation. The Corporation, insofar as is proper or
required, consents to this Agreement. It shall not issue, transfer or reissue
any of its shares in violation of this Agreement or without requiring proof of
compliance with this Agreement.
11. Effectiveness; Termination. This Agreement shall become effective at
such time as it is executed by the Corporation, the Blackhawk Shareholder and
the Wexford Shareholder. This Agreement shall terminate upon the first to occur
of any of one of the following events:
(i) the mutual agreement in writing of the Shareholders; or
(ii) liquidation or dissolution of the Corporation; or
(iii) the date that either (A) none of the Blackhawk Shareholders or (B)
the Wexford Shareholder owns any shares of Common Stock, whether pursuant
to a Tag-Along Disposition or otherwise pursuant to one or more
transactions that do not constitute Dispositions hereunder; or
(iv) the date on which the Shareholders, in the aggregate, hold less than
25% of the number of shares of Common Stock owned by them on the date
hereof; or
(v) 5:00 P.M. New York City time on the tenth (10th) anniversary of the
date of this Agreement;
provided, however, that with respect to the voting agreements contained in
Sections 4.1 and 4.2, such provisions shall terminate at 5:00 P.M. New York City
time on the last day of the Voting Agreement Period; and provided further, that
this Agreement shall terminate as to any Shareholder on the date that such
Shareholder no longer owns any shares of Common Stock,
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whether pursuant to a Tag-Along Disposition or otherwise pursuant to one or more
transactions that do not constitute Dispositions hereunder.
12. Further Assurances. The parties agree to make, execute and deliver any
and all agreements, instruments and documents, and to do any and all other acts,
deeds and things, which may be necessary or advisable to carry out the
provisions of this Agreement or to effectuate the intent and purpose thereof.
13. Notices. Any and all notices, designations, consents, offers, requests,
acceptances or other communications provided for herein shall be given in
writing by certified or registered mail, telecopier, Federal Express, Express
Mail, or personal delivery against written receipt addressed, transmitted or
delivered, to the parties as follows:
(i) if to the Corporation, Xxx Xxxxxxxx, Xxxxx 0000, Xxxxxxx, Xxxxx 00000;
Attention: Chief Financial Officer;
(ii) if to any Blackhawk Shareholder other than Xxxxxxx, c/o Xxxxxxx X.
Xxxxxxx, Xxxxxxxxx Xxxxxxxx, Xxxxx & Xxxxx LLP, 000 Xxxx Xxxxxx, 00xx Xxxxx, Xxx
Xxxx, Xxx Xxxx 00000;
(ii) if to Xxxxxxx, c/o Carrizo Oil & Gas Inc., 00000 Xx. Xxxx'x Xxxx,
Xxxxx 000, Xxxxxxx, XX 00000;
(iii) if to the Wexford Shareholder, 000 Xxxx Xxxxxx Xxxxxx, Xxxxx 000,
Xxxxxxxxx, XX 00000, Attn: Xxxx Xxxxxx; and
(iv) if to any successor Shareholder, to the address last shown on the
stock books of the Corporation.
Any such notice shall be effective and deemed received three (3) days after
proper deposit in the mails, but actual notice shall be effective however and
whenever received. Any party may
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effect a change of address for purposes of this Agreement by giving notice of
such change to the other parties, with specific reference to this Section.
14. Amendment, Severability; Waiver. Except as expressly provided herein,
neither this Agreement nor any term hereof may be amended, modified, waived,
discharged or terminated other than by a written instrument signed by the
Corporation, each Blackhawk Shareholder and the Wexford Shareholder. In the
event that any provision of this Agreement is held to be invalid, illegal or
against public policy, the remaining provisions hereof shall not be affected
thereby, and this Agreement shall be construed in all respects as if any invalid
or unenforceable provisions were omitted. In addition, in such event, the
parties hereto shall negotiate in good faith to modify this Agreement so as to
effect the original intent of the parties as closely as possible with respect to
those provisions which were held to be invalid, illegal or against public
policy. Any failure by a party hereto to comply with any obligation, agreement
or condition herein may be expressly waived in writing by each of the other
parties hereto, but such waiver or failure to insist upon strict compliance with
such obligation, agreement or condition shall not operate as a wavier of, or
estoppel with respect to, any such subsequent or other failure.
15. Benefit and Binding Obligation; Merger. This Agreement shall inure to
the benefit of and shall bind the respective personal representatives,
successors and permitted assigns of the parties. All of the provisions of this
Agreement shall apply to all of the shares. In the event of the merger of the
Corporation into any corporation, this Agreement shall continue in effect and
thereafter any references in this Agreement to the Corporation shall refer to
the surviving corporation pursuant to such merger.
16. Binding on Transferees. The provisions of this Agreement shall be
binding upon transferees of Shareholders, other than transferees in a Tag-Along
Disposition and transferees
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pursuant to one or more transactions that do not constitute Dispositions
hereunder. No Shareholder shall transfer capital stock of the Corporation to any
person not a party hereto, unless said person shall execute and deliver to the
Corporation an Acknowledgment and Agreement in the form annexed as Exhibit A
hereto, provided, however, that (i) transferees in a Tag-Along Disposition
pursuant to Section 3 hereof and (ii) transferees pursuant to one or more
transactions that do not constitute Dispositions hereunder, need not execute and
deliver an Acknowledgment and Agreement, as the shares acquired by them will not
be subject to the terms and conditions of this Agreement. Subject to the
exceptions contained in the preceding proviso, the due execution and delivery to
the Corporation of such Acknowledgment and Agreement shall be a condition
precedent to the registration of said transfer on the books of the Corporation
and to the exercise of all rights pertaining to the transferred shares. Upon due
execution and delivery to the Corporation of such Acknowledgment and Agreement,
the transferee shall be deemed to be a party hereto and shall be subject to the
obligations created hereby.
17. Construction. Each party to this Agreement has had the opportunity to
review this Agreement with legal counsel. This Agreement shall not be construed
or interpreted against any party on the basis that such party drafted or
authored a particular provision, parts of or the entirety of this Agreement.
18. Integration; Governing Law; Counterparts. This Agreement supersedes and
cancels all prior agreements and understandings among the parties hereto, and
contains all of the terms and conditions agreed upon by the parties with respect
to the subject matter hereof, and none of the parties shall be bound by any
representations, warranties, covenants or conditions with respect thereto not
expressly set forth herein. This Agreement may be executed in two or more
counterparts, all of which taken together shall constitute one instrument. This
Agreement
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shall be governed by and construed in accordance with the law of the State of
Delaware (without giving effect to its conflict of law provisions). The captions
in this Agreement are for convenience of reference only and shall not affect its
interpretation in any respect.
[Remainder of page intentionally left blank]
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IN WITNESS WHEREOF, this Agreement has been executed by the parties
hereto as of the date and year first above written.
ADDRESS PARTY
One Riverway, Suite 2100 GEOKINETICS INC.
Xxxxxxx, XX 00000
Attn: Chief Financial Officer
By: /s/ XXXXXX X. XXXXXXXXX
-----------------------------
Xxxxxx X. Xxxxxxxxx
Vice President
c/o Xxxxxxx X. Xxxxxxx BLACKHAWK INVESTORS, L.L.C.
Xxxxxxxxx Xxxxxxxx Xxxxx & Xxxxx LLP
000 Xxxx Xxxxxx, 00xx Xxxxx By: Blackhawk Capital Partners,
Xxx Xxxx, XX 00000 Managing Member
By: /s/ XXXXXXX X. XXXXXXX
-----------------------------
Xxxxxxx X. Xxxxxxx, Partner
c/o Xxxxxxx X. Xxxxxxx BLACKHAWK INVESTORS II, L.L.C.
Xxxxxxxxx Xxxxxxxx Xxxxx & Xxxxx LLP
000 Xxxx Xxxxxx, 00xx Xxxxx By: Blackhawk Capital Partners,
Xxx Xxxx, XX 00000 Managing Member
By: /s/ XXXXXXX X. XXXXXXX
-----------------------------
Xxxxxxx X. Xxxxxxx, Partner
c/o Xxxxxxx X. Xxxxxxx BLACKHAWK CAPITAL PARTNERS
Xxxxxxxxx Xxxxxxxx Xxxxx & Xxxxx LLP
000 Xxxx Xxxxxx, 00xx Xxxxx
Xxx Xxxx, XX 00000 By: /s/ XXXXXXX X. XXXXXXX
-----------------------------
Xxxxxxx X. Xxxxxxx, Partner
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c/o Xxxxxxx X. Xxxxxxx SOMERSET CAPITAL PARTNERS
Xxxxxxxxx Xxxxxxxx Xxxxx & Xxxxx LLP
000 Xxxx Xxxxxx, 00xx Xxxxx
Xxx Xxxx, XX 00000 By: /s/ XXXXXXX X. XXXXXXX
-----------------------------
Xxxxxxx X. Xxxxxxx, Partner
c/o Carrizo Oil & Gas Inc.
00000 Xx. Xxxx'x Xxxx, Xxxxx 000
Xxxxxxx, XX 00000 /s/ XXXXXX X. XXXXXXX
---------------------------------
XXXXXX X. XXXXXXX, Individually
c/o Xxxxxxxxx Xxxxxxxx Xxxxx & Xxxxx LLP
000 Xxxx Xxxxxx, 00xx Xxxxx
Xxx Xxxx, XX 00000 /s/ XXXXXXX X. XXXXXXX
---------------------------------
XXXXXXX X. XXXXXXX, Individually
000 Xxxx Xxxxxx Xxxxxx, Xxxxx 000 XXXXXXXX XX, L.P.
Xxxxxxxxx, XX 00000
Attn: Xxxx Xxxxxx
By: /s/ XXXX XXXXXX
-----------------------------
Name: Xxxx Xxxxxx
Title: Vice President
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Schedule A
Shareholders; Stock Ownership
-----------------------------
Shareholder Common Stock Owned
----------- ------------------
Blackhawk Investors II, L.L.C. 5,317,804
Blackhawk Investors, L.L.C. 86,666
Blackhawk Capital Partners 0 (1)
Somerset Capital Partners 339,374
Xxxxxx X. Xxxxxxx 76,056 (2)
Xxxxxxx X. Xxxxxxx 76,056 (3)
Xxxxxxxx XX, L.P. 5,317,803
(1) Excludes shares of Common Stock deemed beneficially owned in its capacity
as managing member of each of Blackhawk Investors, L.L.C. and Blackhawk
Investors II, L.L.C.
(2) Excludes shares of Common Stock deemed beneficially owned but owned of
record by Blackhawk I, Blackhawk II or SCP
(3) Excludes shares of Common Stock deemed beneficially owned but owned of
record by Blackhawk I, Blackhawk II or SCP
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Exhibit A
ACKNOWLEDGMENT AND AGREEMENT
The undersigned wishes to receive from _________________________________
("Transferor") certain shares (the "Shares") of the Common Stock, par value
$0.01 per share, of Geokinetics Inc., a Delaware corporation (the
"Corporation");
The Shares are subject to that certain Shareholders Agreement, dated as of
April 30, 2003 (the "Agreement");
The undersigned has been given a copy of the Agreement and afforded ample
opportunity in which to read it, and the undersigned is thoroughly familiar with
its terms;
Pursuant to the Agreement, the Corporation is prohibited from issuing
certificates evidencing ownership of the Shares to certain persons unless and
until such persons first acknowledge the terms thereof and agree to be bound
thereby; and
The undersigned wishes to receive such a certificate;
NOW, THEREFORE, in consideration of the premises and to induce the
Corporation to issue such a certificate to the undersigned, the undersigned does
hereby acknowledge and agree that (i) he has been given a copy of the Agreement
and ample opportunity in which to read it, and the undersigned is thoroughly
familiar with its terms, (ii) the Shares are subject to the Agreement, and (iii)
the undersigned does hereby agree fully to be bound thereby.
This ________ day of _______________, 20__.
--------------------------------
[Name of Transferee]
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