EXHIBIT V
REGISTRATION RIGHTS AGREEMENT
AMONG
GEOKINETICS INC.
AND
THE PARTIES NAMED HEREIN
DATED AS OF MAY 2, 2003
Page 46 of 69 Pages
REGISTRATION RIGHTS AGREEMENT
THIS REGISTRATION RIGHTS AGREEMENT (the "Registration Rights Agreement" or
this "Agreement") dated as of May 2, 2003 among Geokinetics Inc., a Delaware
corporation (the "Company"), the Cash Investors, the 2003 Noteholders and
GeoLease, L.P., a Delaware limited partnership ("GeoLease") (together with their
respective successors and assigns, the "Holders").
Terms defined in that certain Securities Purchase and Exchange Agreement
(the "Restructure Agreement") dated as of May 2, 2003 between the Company and
the Investors named therein, unless defined herein, are used as therein defined.
WHEREAS, pursuant to the Restructure Agreement, the Company proposes to
issue an aggregate of 18,802,234 shares (the "Shares") of its Common Stock of
which (i) 10,635,607 shares will be issued to the Cash Investors, up to (ii)
2,848,823 shares will be issued to the 2003 Noteholders, and (iii) up to
8,166,627 shares will be issued to GeoLease;
WHEREAS, certain obligations of the Company, the Cash Investors, the 2003
Noteholders and GeoLease are conditioned upon the execution and delivery of this
Agreement;
NOW, THEREFORE, in consideration of the premises and the mutual agreements
herein set forth, the parties hereto agree as follows:
SECTION 1. REGISTRATION RIGHTS.
(a) Demand Registration.
(1) Request for Registration. At any time on or after the first
anniversary of the Date of Closing, (i) the Cash Investors constituting a
Holder or Holders of in excess of 25% of the Registrable Securities held by
all of the Cash Investors or (ii) the 2003 Noteholders and GeoLease
constituting a Holder or Holders of in excess of 25% of the Registrable
Securities held by all of the 2003 Noteholders and GeoLease, may make a
written request for registration under the Securities Act ("Demand
Registration") of all or part of its or their Registrable Securities;
provided that the Company shall not be obligated to effect more than three
Demand Registrations in respect of the Registrable Securities held by the
Cash Investors and shall not be obligated to effect more than two Demand
Registrations in respect of the Registrable Securities held by the 2003
Noteholders and GeoLease. Such request will specify the number of
Registrable Securities proposed to be sold and will also specify the
intended method of disposition thereof. Within 10 Business Days after
receipt of such request, the Company will give written notice of such
registration request to all other Holders of Common Shares, use all
commercially reasonable efforts to effect, as soon as practicable, the
registration under the Securities Act, and include in such registration all
Registrable Securities with respect to which the Company has received
written requests for inclusion therein from the Holders thereof within 15
Business Days after receipt by the applicable Holder of the Company's
notice. Each such request will also specify the aggregate number of
Registrable Securities to be registered and the intended method of
disposition thereof.
Page 47 of 69 Pages
Unless the Holder or Holders of a majority in aggregate number of the
Registrable Securities to be registered in such Demand Registration shall
consent in writing, no party other than the Holders initially requesting
the Demand Registration and those providing subsequent written request for
inclusion in the Demand Registration pursuant to this Section, including
the Company (but excluding another Holder of Common Shares), shall be
permitted to offer securities under any such Demand Registration.
(2) Effective Registration and Expenses. A registration will not count
as a Demand Registration until it has become effective (unless the Holders
demanding such registration withdraw the Registrable Securities, in which
case such demand will count as a Demand Registration unless the Holders of
such Registrable Securities agree to pay all Registration Expenses (as
hereinafter defined) relating to such registration). Except as provided
above, the Company will pay all Registration Expenses in connection with
any registration initiated as a Demand Registration, whether or not it
becomes effective.
(3) Priority on Demand Registrations. If the Holders of a majority of
the Registrable Securities to be registered in a Demand Registration so
elect, the offering of such Registrable Securities pursuant to such Demand
Registration shall be in the form of an underwritten offering. In such
event, if the managing underwriter or underwriters (the "Underwriters") of
such offering advise the Company and the Holders in writing that in their
opinion the Registrable Securities requested to be included in such
offering is sufficiently large to materially and adversely affect the
success of such offering, then (i) the Holders of Registrable Securities
held by the Cash Investors, the 2003 Noteholders and GeoLease purchasing or
acquiring Registrable Securities pursuant to the Restructure Agreement
(collectively, the "Purchasers") shall be entitled to participate in such
Demand Registration (pro rata on the basis of the amount of Registrable
Securities requested to be included in such registration by each such
Purchaser) first; and (ii) the Company and other equity security holders of
the Company entitled to participate will be entitled to participate in such
registration (with the holders of such securities being entitled to
participate in accordance with the relative priorities, if any, as shall
exist among them), in each case with further pro rata allocations to the
extent any such person has requested registration of fewer securities than
such person is entitled to have registered so that the number of securities
to be included in such registration will not exceed that amount that can,
in the opinion of such Underwriters, be sold without any such material
adverse effect. To the extent Registrable Securities so requested to be
registered are excluded from the offering, the Purchasers who shall have
initiated the Demand Registration, as a group, shall have the right to one
additional Demand Registration under this section with respect to
Registrable Securities for the number of securities so excluded (but in no
event shall such additional Demand Registration relate to less than a
majority of the shares in the aggregate of Registrable Securities held by
such initiating Holders and so excluded).
(4) Selection of Underwriters. If any Demand Registration is in the
form of an underwritten offering, the Holders of a majority of the
aggregate number of the outstanding Registrable Securities shall designate
the Underwriter or a group of Underwriters to be utilized in connection
with the public offering of such Registrable Securities, which selection
shall be reasonably acceptable to the Company. The Company shall enter into
an underwriting agreement in customary form with such
Page 48 of 69 Pages
Underwriter or Underwriters, which shall include, among other provisions,
indemnities to the effect and to the extent provided in Section 1(d)
hereof. The holders of Registrable Securities to be distributed by such
Underwriters shall be parties to such underwriting agreement and may, at
their option, require that any or all of the representations and warranties
by, and the other agreements on the part of, the Company to and for the
benefit of such Underwriters also be made to and for their benefit and that
any and all of the conditions precedent to the obligations of such
Underwriters under such underwriting agreement also be conditions precedent
to their obligations. No holder of Registrable Securities shall be required
to make any representations or warranties to or agreements with the Company
or the Underwriters other than representations, warranties or agreements
regarding such holder and its ownership of the Registrable Securities being
registered on its behalf and such holder's intended method of distribution
and any other representation required by law.
(5) Deferral. Notwithstanding anything to the contrary contained
herein, the Company shall not be obligated to prepare and file, or cause to
become effective, any registration statement pursuant to this Section 1(a)
hereof at any time when, in the good faith judgment of its Board of
Directors, the filing thereof at the time requested or the effectiveness
thereof after filing should be delayed to permit the Company to include in
the registration statement the Company's financial statements (and any
required audit opinion thereon) for the then immediately preceding fiscal
year or fiscal quarter, as the case may be. The filing of a registration
statement by the Company cannot be deferred pursuant to the provisions of
the immediately preceding sentence beyond the time that such financial
statements (or any required audit opinion thereon) would be required to be
filed with the Commission as part of the Company's Annual Report on Form
10-KSB or Quarterly Report on Form 10-QSB, as the case may be, if the
Company were then obligated to file such reports. Notwithstanding anything
to the contrary contained herein, the Company shall not be obligated to
cause a registration statement previously filed pursuant to this Section
1(a) to become effective, and may suspend sales by the Holders of
Registrable Securities under any registration that has previously become
effective, at any time when, in the good faith judgment of its Board of
Directors, it reasonably believes that the effectiveness of such
registration statement or the offering of securities pursuant thereto would
materially adversely affect a pending or proposed acquisition, merger,
recapitalization, consolidation, reorganization or similar transaction or
negotiations, discussions or pending proposals with respect thereto;
provided that deferrals pursuant to this sentence shall not exceed, in the
aggregate, 90 days in any calendar year. The filing of a registration
statement, or any amendment or supplement thereto, by the Company cannot be
deferred, and the rights of Holders of Registrable Securities to make sales
pursuant to an effective registration statement cannot be suspended,
pursuant to the provisions of the immediately preceding sentence for more
than 15 days after the abandonment or 30 days after the consummation of any
of the foregoing proposals or transactions or, in any event, for more than
30 days after the date of the Board's determination pursuant to the
immediately preceding sentence of this Section 1(a)(5).
(6) The Company agrees that after the Closing, it shall not grant any
person registration rights of the type set forth in Section 1(a) hereof
with respect to any class of
Page 49 of 69 Pages
equity or debt security of the Company without the consent of the
Purchasers holding a majority of the Registrable Securities held by all of
the Purchasers, which consent shall not be unreasonably withheld. The
Company and each of the Purchasers agree that the Purchasers shall be
entitled to the consent right set forth in the immediately preceding
sentence so long as the Purchasers continue to hold 25% of the Registrable
Securities acquired by them on the Date of Closing.
(b) Piggy-Back Registration.
(1) If the Company proposes to file a registration statement under the
Securities Act with respect to an offering by the Company for its own
account or for the account of any of its security holders of any class of
equity security excluding registration statements relating to any
registration (i) on Form S-4 or S-8 or any successor or similar form, (ii)
filed pursuant to Rule 145 under the Securities Act or any successor or
similar form, (iii) related solely to any employee benefit plan or
interests therein, (iv) related solely to debt securities of the Company,
then the Company shall give written notice of such proposed filing to the
Holders of Registrable Securities as soon as practicable (but in no event
less than 20 business days before the anticipated filing date), and such
notice shall offer such Holders the opportunity to register such number of
Registrable Securities as each such Holder may request (a "Piggy-Back
Registration").
(2) The Company shall use its best efforts to cause the managing
Underwriter or Underwriters of a proposed underwritten offering to permit
the Registrable Securities requested to be included in the registration
statement for such offering to be included on the same terms and conditions
as any similar securities of the Company or of such other security holders
included therein. Notwithstanding the foregoing, if the Underwriters of
such offering deliver a written opinion to the Company that either because
of (i) the kind or combination of securities which the Holders, the Company
and any other persons or entities intend to include in such offering or
(ii) the size of the offering which the Holders, the Company and such other
persons intend to make, are such that the success of the offering would be
materially and adversely affected by inclusion of the Registrable
Securities requested to be included, then (a) in the event that the size of
the offering is the basis of such Underwriter's opinion, the amount of
securities to be offered for the accounts of the Holders shall be reduced
pro rata (according to the Registrable Securities and other securities
proposed for registration by Holders) to the extent necessary to reduce the
total amount of securities to be included in such offering to the amount
recommended by such Underwriters; and (b) in the event that the kind (or
combination) of securities to be offered is the basis of such Underwriter's
opinion, (x) the Registrable Securities to be included in such offering
shall be reduced as described in clause (a) above or (y) if the actions
described in clause (x) would, in the judgment of the Underwriter, be
insufficient to substantially eliminate the adverse effect that inclusion
of the Registrable Securities requested to be included would have on such
offering, such Registrable Securities will be excluded from such offering.
The Company will pay all Registration Expenses (as defined herein) in
connection with each registration of Registrable Securities.
Page 50 of 69 Pages
(c) Registration Procedures.
If and whenever the Company is required to use its reasonable
commercial efforts to effect the registration of any Registrable Securities
under the Securities Act, the Company will promptly:
(1) prepare and file with the Securities and Exchange Commission a
registration statement with respect to such securities, make all required
filings with the NASD and use commercially reasonable efforts to cause such
registration statement to become effective;
(2) prepare and file with the Securities and Exchange Commission such
amendments and supplements to such registration statement and the
prospectus used in connection therewith as may be necessary to keep such
registration statement effective and to comply with the provisions of the
Securities Act with respect to the disposition of all securities covered by
such registration statement until such time as all of such securities have
been disposed of in accordance with the intended methods of disposition by
the seller or sellers thereof set forth in such registration statement, but
in no event for a period of more than one year after such registration
statement becomes effective;
(3) furnish to counsel (if any) elected by holders of a majority (by
aggregate principal amount) of the Registrable Securities covered by such
registration statement copies of all documents proposed to be filed with
the Securities and Exchange Commission in connection with such
registration, which documents will be subject to the review of such
counsel;
(4) furnish to each seller of such securities such number of conformed
copies of such registration statement and of each such amendment and
supplement thereto (in each case including all exhibits, except that the
Company shall not be obligated to furnish any seller of securities with
more than two copies of such exhibits), such number of copies of the
prospectus included in such registration statement (including such
preliminary prospectus and any summary prospectus), in conformity with the
requirements of the Securities Act, and such other documents, as such
seller may reasonably request in order to facilitate the disposition of the
securities owned by such seller;
(5) use its commercially reasonable efforts to register or qualify such
securities covered by such registration statement under such other
securities or blue sky laws of such jurisdictions as each seller shall
request, and do any and all other acts and things which may be necessary or
advisable to enable such seller to consummate the disposition in such
jurisdictions of the securities owned by such seller, except that the
Company shall not for any such purpose be required to qualify generally to
do business as a foreign corporation in any jurisdiction wherein it is not
so qualified, or to consent to general service of process in any such
jurisdiction;
(6) furnish to each seller a signed counterpart, addressed to the
sellers, of
Page 51 of 69 Pages
(i) an opinion of counsel for the Company, dated the effective
date of the registration statement, reasonably satisfactory in form and
substance to such holders' counsel referred to in Section 1(c)(3), and
(ii) subject to the accountants obtaining the necessary
representations as specified in Statement on Auditing Standards No. 72,
a "comfort" letter signed by the independent public 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 that, as thereafter delivered to the
purchasers 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 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(d) hereof;
and
(11) promptly notify each Holder and the Underwriter or Underwriters,
if any:
Page 52 of 69 Pages
(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 and Exchange
Commission with respect to any filing referred to in clause (i) and of
any written request by the Securities and Exchange Commission for
amendments or supplements to such registration statement or prospectus;
(iii) of the notification to the Company by the Securities and
Exchange Commission of its initiation of any proceeding with respect to
the issuance by the Securities and Exchange Commission of any stop
order suspending the effectiveness of such registration statement; and
(iv) of the receipt by the Company of any notification with
respect to the suspension of the qualification of any Registrable
Securities for sale under the applicable securities or blue sky laws of
any jurisdiction.
The Company may require each seller of any securities as to which any
registration is being effected to furnish to the Company such information
regarding such seller and the distribution of such securities as the Company may
from time to time reasonably request in writing and as shall be required by law
in connection therewith. Each such holder agrees to furnish promptly to the
Company all information required to be disclosed in order to make the
information previously furnished to the Company by such holder not materially
misleading.
By acquisition of Registrable Securities, each holder of such Registrable
Securities shall be deemed to have agreed that upon receipt of any notice from
the Company of the happening of any event of the kind described in Section
1(c)(7) hereof, such holder will promptly discontinue such holder's disposition
of Registrable Securities pursuant to the registration statement covering such
Registrable Securities until such holder's receipt of the copies of the
supplemented or amended prospectus contemplated by Section 1(c)(7) hereof. If so
directed by the Company, each holder of Registrable Securities will deliver to
the Company (at the Company's expense) all copies, other than permanent file
copies, then in such holder's possession of the prospectus covering such
Registrable Securities current at the time of receipt of such notice. In the
event the Company shall give any such notice, the period mentioned in Section
1(c)(2) hereof shall be extended by the number of days during the period from
and including the date of the giving of such notice to and including the date
when each seller of any Registrable Securities covered by such registration
statement shall have received the copies of the supplemented or amended
prospectus contemplated by Section 1(c)(7) hereof.
In connection with any underwritten offering, all Registrable Securities to
be included in such registration shall be subject to the related underwriting
agreement and no person may participate in such registration unless such person
agrees to sell such person's securities on the basis provided in the
underwriting arrangement approved by the persons for whose account such
underwritten registration is initially filed and completes and executes all
customary
Page 53 of 69 Pages
questionnaires, indemnities, underwriting agreements and other reasonable
documents which must be executed under the terms of such underwriting
arrangements.
(d) Indemnification and Contribution.
(1) Indemnification by Company. The Company agrees to indemnify and
hold harmless each Holder of Registrable Securities, its officers,
directors, employees and agents and each person who controls such Holder
within the meaning of either Section 15 of the Securities Act or Section
20(a) of the Exchange Act, from and against all losses, claims, damages,
liabilities and expenses (including reasonable costs of investigation and
legal expenses) arising out of or based upon any untrue statement or
alleged untrue statement of a material fact contained in any registration
statement or prospectus or in any amendment or supplement thereto or in any
preliminary prospectus, or arising out of or based upon any omission or
alleged omission to state therein a material fact required to be stated
therein or necessary to make the statements therein, in the light of the
circumstances under which they were made, not misleading, except insofar as
such losses, claims, damages, liabilities or expenses arise out of or are
based upon any such untrue statement or omission or allegation thereof
based upon information relating to such indemnified Holder and furnished in
writing to the Company by such indemnified Holder expressly for use
therein. This indemnity will be in addition to any liability which the
Company may otherwise have.
(2) Indemnification by Selling Holders. Each selling Holder will
severally, not jointly and severally, indemnify and hold harmless the
Company, each of its directors, each of its officers who have signed the
registration statement, each person, if any, who controls the Company
within the meaning of either Section 15 of the Securities Act or Section
20(a) of the Exchange Act, any underwriter and any other Holder selling
securities under such registration statement or any of such other Holder's
officers directors, employees or agents or any person who controls such
Holder within the meaning of either Section 15 of the Securities Act or
Section 20(a) of the Exchange Act, from and against all losses, claims,
liabilities and expenses (including reasonable costs of investigation and
legal expenses), arising out of or based upon any untrue statement or
alleged untrue statement of a material fact contained in any registration
statement or prospectus or in any amendment or supplement thereto or in any
preliminary prospectus, or arising out of or based upon any omission or
alleged omission to state therein a material fact required to be stated
therein or necessary to make the statements therein, in the light of the
circumstances under which they were made, not misleading, in each case to
the extent (and only to the extent) that such untrue statement or omission
or allegation thereof is made in reliance on and in conformity with the
information relating to such Holder and furnished in writing to the Company
by such Holder expressly for use in connection with such registration;
provided, however, that the total amounts payable in indemnity by a Holder
under this Section 1(d) shall not exceed the net proceeds received by such
Holder in the registered offering out of which such event giving rise to
the indemnity arises.
(3) Notice. If any action or proceeding (including any governmental
investigation or inquiry) shall be brought or asserted against an
indemnified party in
Page 54 of 69 Pages
respect of which indemnity may be sought from indemnifying party, such
indemnified party shall promptly notify the indemnifying party in writing,
and the indemnifying party shall assume the defense thereof, including the
employment of counsel reasonably satisfactory to such indemnified party and
the payment of all expenses. Such indemnified party shall have the right to
employ separate counsel in any such action and to participate in the
defense thereof, but the fees and expenses of such counsel shall be at the
expense of such indemnified party except that the indemnifying party shall
be responsible for the reasonable fees and expenses of such counsel if (but
only if) (a) the indemnifying party has agreed to pay such fees and
expenses or (b) the indemnifying party shall have failed to assume the
defense of such action or proceeding and has failed to employ counsel
reasonably satisfactory to such indemnified party in any such action or
proceeding or (c) the named parties to any such action or proceeding
(including any impleaded parties) include both such indemnified party and
the indemnifying party, and there are one or more legal defenses available
to such indemnified party which are different from or additional to those
available to the indemnifying party (in which case, if such indemnified
party notifies the indemnifying party in writing that it elects to employ
separate counsel at the expense of the indemnifying party, the indemnifying
party shall not have the right to assume the defense of such action or
proceeding on behalf of such indemnified party, it being understood,
however, that the indemnifying party shall not, in connection with any one
such action or proceeding or separate but substantially similar or related
actions or proceedings in the same jurisdiction arising out of the same
general allegations or circumstances, be liable for the fees and expenses
of more than one separate firm of attorneys at any time for such
indemnified party and any other indemnified parties, which firm shall be
designated in writing by such indemnified parties). The indemnifying party
shall not be liable for any settlement of any such action or proceeding
effected without its written consent, but if settled with its written
consent, or if there be a final judgment for the plaintiff in any such
action or proceeding, the indemnifying party agrees to indemnify and hold
harmless such indemnified parties from and against any loss or liability by
reason of such settlement or judgment.
(4) Contribution. If (a) the indemnification provided for in Section
1(d)(1) is unavailable to an indemnified Holder in respect of any losses,
claims, damages, liabilities or expenses referred to therein or (b)
contribution under the Securities Act may be required on the part of such
indemnified Holder, then the Company, in lieu of indemnifying such Holder,
shall contribute to the amount paid or payable by such Holder as a result
of such losses, claims, damages, liabilities or expenses in such proportion
as is appropriate to reflect the relative fault of the Company on the one
hand and of the Holder on the other in connection with the statements or
omissions which resulted in such losses, claims, damages, liabilities or
expenses, as well as any other relevant equitable considerations. The
relative fault of the Company on the one hand and of the Holder on the
other shall be determined by reference to, among other things, whether the
untrue or alleged untrue statement of a material fact or the omission or
alleged omission to state a material fact relates to information supplied
by the Company or by the Holder and the parties' relative intent,
knowledge, access to information and opportunity to correct or prevent such
statement or omission. The amount paid or payable by a party as a result of
the losses, claims, damages, liabilities and expenses referred to above
shall be deemed to include, subject to the limitations set forth in the
second paragraph of Section 1(d)(1), any
Page 55 of 69 Pages
legal or other fees or expenses reasonably incurred by such party in
connection with investigating or defending any action or claim.
The Company and each Holder of Registrable Securities agree that it
would not be just and equitable if contribution pursuant to this Section
1(d)(4) were determined by pro rata allocation or by any other method of
allocation which does not take account of the equitable considerations
referred to in the immediately preceding paragraph. Notwithstanding the
provisions of this Section 1(d)(4), a Holder shall not be required to
contribute any amount in excess of the amount by which the total net
proceeds received by such Holder or its affiliated Holders from the sale to
the public of Registrable Securities exceeds the amount of any damages
which such Holder, or its affiliated Holders, has otherwise been required
to pay by reason of such untrue or alleged untrue statement or omission or
alleged omission. No person guilty of fraudulent misrepresentation (within
the meaning of Section 11(f) of the Securities Act) shall be entitled to
contribution from any person who was not guilty of such fraudulent
misrepresentation.
(5) Certain Definitions.
(i) The term "Registrable Securities" shall mean the Common
Shares issued pursuant to the Restructure 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.
(ii) The term "Registration Expenses" shall mean 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.
Page 56 of 69 Pages
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:
Geokinetics Inc.
Xxx Xxxxxxxx, Xxxxx 0000
Xxxxxxx, Xxxxx 00000
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 the benefit of the Company shall bind and inure to the benefit of its
respective successors and assigns hereunder.
SECTION 5. TERMINATION. This Agreement (except for Section 1(d)) shall
terminate at 5:00 p.m., New York City time, on May 2, 2009.
SECTION 6. GOVERNING LAW. THIS AGREEMENT SHALL BE DEEMED TO BE A CONTRACT
MADE UNDER THE LAWS OF THE STATE OF NEW YORK AND FOR ALL PURPOSES SHALL BE
CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS OF SAID STATE.
SECTION 7. BENEFITS OF THIS AGREEMENT. Nothing in this Agreement shall be
construed to give to any person or corporation other than the Company and the
registered holders of the Shares any legal or equitable right, remedy or claim
under this Agreement; but this Agreement shall be for the sole and exclusive
benefit of the Company and the registered holders of the Shares. Nothing herein
shall prohibit or limit the Company from entering into an agreement providing
holders of securities which may hereafter be issued by the Company with such
registration rights exercisable at such time or times and in such manner as the
Board of Directors shall deem in the best interests of the Company so long as
the performance by the Company of its obligations under such other agreement
will not cause the Company to breach its obligations hereunder to the Holders.
SECTION 8. COUNTERPARTS. This Agreement may be executed in any number of
counterparts and each of such counterparts shall for all purposes be deemed to
be an original, and
Page 57 of 69 Pages
all such counterparts shall together constitute but one and the same instrument.
[Signature Page Follows]
Page 58 of 69 Pages
[Signature Page of Registration Rights Agreement]
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed, as of the day and year first above written.
COMPANY
GEOKINETICS INC.
By: /s/ XXXXXX X. XXXXXXXXX
---------------------------------
Name: Xxxxxx X. Xxxxxxxxx
Title: Vice President and CFO
HOLDERS
All those Holders whose signature
pages, substantially in the form of
page 14 hereto, attached hereto
Page 59 of 69 Pages
FORM OF HOLDER SIGNATURE PAGE
NAME OF HOLDER:
By:
---------------------------------
Name:
-------------------------------
Title:
------------------------------
Address:
------------------------------------
(Street Address)
------------------------------------
(City, State and Zip Code)
------------------------------------
(Telefax Number)
Page 60 of 69 Pages
