0000314606-08-000016 Sample Contracts

AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • July 30th, 2008 • Geokinetics Inc • Crude petroleum & natural gas

This AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this “Agreement”) dated July 28, 2008, is among Geokinetics Inc., a Delaware corporation (including its successors, the “Company”), Avista Capital Partners, L.P., a Delaware limited partnership, Avista Capital Partners (Offshore), L.P., a Bermuda limited partnership (together with Avista Capital Partners, L.P., the “Avista Holders”) and Levant America S.A., a Liberian corporation (collectively, with the Avista Holders, the “Security Holders”). This Agreement supersedes the Registration Rights Agreement dated as of September 8, 2006 between the Company and certain of the Security Holders, as amended by that certain Amendment Number 1 dated as of May 15, 2007.

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SERIES B-2 AND WARRANT PURCHASE AGREEMENT among Geokinetics Inc., Avista Capital Partners, L.P. and Avista Capital Partners (Offshore), L.P. Dated as of July 28, 2008,
Warrant Purchase Agreement • July 30th, 2008 • Geokinetics Inc • Crude petroleum & natural gas • New York

This SERIES B-2 AND WARRANT PURCHASE AGREEMENT (this “Agreement”), dated as of July 28, 2008, among Geokinetics Inc., a Delaware corporation (the “Company”), Avista Capital Partners, L.P., a Delaware limited partnership (“Avista”), and Avista Capital Partners (Offshore), L.P., a Bermuda limited partnership (“Avista Offshore” and together with Avista the “Purchasers”).

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