0000950144-08-005827 Sample Contracts

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 • Avista Capital Partners, L.P. • 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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AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • July 30th, 2008 • Avista Capital Partners, L.P. • Crude petroleum & natural gas
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