8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): May 10, 2012 (May 9, 2012)

GEOKINETICS INC.

(Exact name of registrant as specified in its charter)

Delaware	001-33460	94-1690082
(State or other jurisdiction of	(Commission File Number)	(I.R.S. Employer
incorporation or organization)		Identification No.)

1500 CityWest Blvd.
Suite 800
Houston, Texas 77042

(Address of principal executive offices) (Zip Code)

(713) 850-7600

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240-14a-12)

o    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240-14d-2(b))

o    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240-13e-4(c))

Item 1.01.              Entry into a Material Definitive Agreement.

Preferred Stock Exchange Agreements

On May 9, 2012, Geokinetics Inc. (the “Company”) entered into (i) a Series B Preferred Stock Subscription and Exchange Agreement (the “Series B Exchange Agreement”) with the holders of the Company’s Series B Senior Convertible Preferred Stock (the “Old Series B Preferred Stock”), pursuant to which the holders of the Old Series B Preferred Stock exchanged (the “Series B Preferred Stock Exchange”) their shares of Old Series B Preferred Stock for shares of the Series B-1 Senior Convertible Preferred Stock of the Company (the “New Series B-1 Preferred Stock”) and (ii) a Series C Preferred Stock Subscription and Exchange Agreement (the “Series C Exchange Agreement”) with the holders of the Company’s Series C Senior Preferred Stock (the “Old Series C Preferred Stock”) pursuant to which the holders of the Series C Preferred Stock exchanged (the “Series C Preferred Stock Exchange” and, together with the Series B Preferred Stock Exchange, the “Preferred Exchanges”) their shares of the Series C Senior Preferred Stock for shares of the Series C-1 Senior Preferred Stock of the Company (the “New Series C-1 Preferred Stock”).

The Preferred Exchanges were consummated to resolve certain technical legal questions relating to the prior issuance of and/or amendment to certain shares of the Old Series B Preferred Stock and Old Series C Preferred Stock and to ensure that full legal effect is given to prior agreements between the Company and the holders of the Old Series B Preferred Stock (the “Series B Holders”) and the holders of the Old Series C Preferred Stock (the “Series C Holders” and together with the Series B Holders, the “Preferred Holders”).  In connection with the Preferred Exchanges, the Company issued to the Series B Holders an equal number of shares of New Series B-1 Preferred Stock in exchange for the Old Series B Preferred Stock held by the Series B Holders (including additional shares of Old Series B Preferred Stock which were previously issued or owing as of March 31, 2012 as payments of dividends in kind) and issued to the Series C Holders an equal number of shares of New Series C-1 Preferred Stock in exchange for the Old Series C Preferred Stock held by the Series C Holders.

The terms of the New Series B-1 Preferred Stock are consistent with the terms of the Old Series B Preferred Stock which was exchanged such that the New Series B-1 Preferred Stock is intended to have the same economic effect as the Old Series B Preferred Stock would have had assuming there were no questions relating to the issuance of and/or amendment to the Old Series B Preferred Stock, except with respect to changes to modify the anti-dilution provisions in the New Series B-1 Preferred Stock (the “Anti-Dilution Modification”) to be different from the Old Series B Preferred Stock with respect to the treatment of warrants (the “Avista Warrants”), if any, to be issued in connection with the Commitment Letter (as amended, the “Avista Commitment Letter”) between the Company and Avista Capital Partners, L.P. (“Avista”) and Avista Capital Partners (Offshore), L.P. (“Avista Offshore”) dated March 16, 2012.  The Anti-Dilution Modification establishes a floor in connection with the anti-dilution adjustments in the New Series B-1 Preferred Stock with respect to an issuance of the Avista Warrants such that the conversion price for the New Series B-1 Preferred Stock will not be adjusted below the closing price of the Company’s common stock on the last trading day before such Avista Warrants are issued in connection

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with the Avista Commitment.  The terms of the New Series C-1 Preferred Stock are consistent with the terms of the Old Series C Preferred Stock which was exchanged such that the New Series C-1 Preferred Stock is intended to have the same economic effect as the Old Series C Preferred Stock for which they were exchanged assuming there were no questions relating to the issuance of and/or amendment to the Old Series C Preferred Stock.

In addition, the Company and the Preferred Holders agreed to change all references to the Old Series B Preferred Stock and the Old Series C Preferred Stock in any prior agreements to mean references to the New Series B-1 Preferred Stock and New Series C-1 Preferred Stock, respectively, as if such New Series B-1 Preferred Stock and New Series C-1 Preferred Stock were issued on the same date as the Old Series B Preferred Stock and Old Series C Preferred Stock, such that the rights and obligations pursuant to any such agreements would have the same economic effect as they would have had, save and except for the 2008 Warrant Amendments, the 2010 Warrant Amendment (each as discussed below) and the Anti-Dilution Modification.

The Company issued the following shares of New Series B-1 Preferred Stock in exchange for an equal number of shares of Old Series B Preferred Stock to the Series B Holders:

Series B Holder	Number of Shares Exchanged
Avista Capital Partners, L.P.	258,998
Avista Capital Partners (Offshore), L.P.	68,290
Levant America S.A.	32,720

The Company issued the following shares of New Series C-1 Preferred Stock in exchange for an equal number of shares of Old Series C Preferred Stock to each of the Series C Holders:

Series C Holder	Number of Shares Exchanged
Avista Capital Partners, L.P.	106,026
Avista Capital Partners (Offshore), L.P.	27,956

The descriptions of the Series B Exchange Agreement and the Series C Exchange Agreement are qualified in their entirety by reference to the full text of the Agreements, which the Company intends to file as exhibits to the Company’s quarterly report on Form 10-Q for the fiscal quarter ended June 30, 2012.

Amendments to 2008 Warrants

On May 9, 2012, the Company amended (the “2008 Warrant Amendments”) the terms of the warrants to purchase common stock issued on July 28, 2008 (the “2008 Warrants”) to Avista and Avista Offshore to, among other things, provide that (i) if the exercise price of the 2008 Warrants is adjusted as result of the issuance, if any, of the Avista Warrants pursuant to the Avista Commitment Letter, then the adjusted exercise price will not be lower than the closing price of the Company’s common

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stock on the last trading day before such warrants are issued and (ii) the issuance of the New Series B-1 Preferred Stock pursuant to the Series B Exchange will not result in adjustment to the exercise price of the 2008 Warrants.

The description of the 2008 Warrant Amendments is qualified in its entirety by reference to the full text of the Amendments, which are filed as Exhibits 4.1 and 4.2 to this Current Report on Form 8-K.

Amendments to 2010 Warrants

On May 9, 2012, the Company amended (the “2010 Warrant Amendments”) the terms of the warrants to purchase common stock issued on December 14, 2010 (the “2010 Warrants”) to Avista, Avista Offshore, Levant America S.A., Petroleum Geo-Services ASA and Mr. Webster, Mr. Ziegler, and a trust affiliated with Mr. Harte, each of whom are members of the Company’s board of directors, to, among other things, provide that the issuance of the New Series B-1 Preferred Stock pursuant to the Series B Exchange will not result in an adjustment to the exercise price of the 2010 Warrants.

The description of the 2010 Warrant Amendments is qualified in its entirety by reference to the full text of the Amendment, which is filed as Exhibit 4.3 to this Current Report on Form 8-K.

Certain Relationships

Avista and Avista Offshore each hold the following number of shares of the Company’s common stock, warrants to purchase the Company’s common stock, New Series B-1 Preferred Stock, New Series C-1 Preferred Stock:

Name	Common Stock	Warrants	New Series B-1 Preferred Stock	New Series C-1 Preferred Stock
Avista Capital Partners, L.P.	2,266,340	1,664,964	258,998	106,026
Avista Capital Partners (Offshore), L.P.	597, 614	439,036	68,290	27,956

Item 2.03.  Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information set forth in Item 1.01 of this Current Report on Form 8-K regarding the creation and issuance of the New Series C-1 Preferred Stock is incorporated into this Item 2.03 by reference.

Item 3.02.  Unregistered Sales of Equity Securities.

The information set forth in Item 1.01 of this Current Report on Form 8-K regarding the issuance of the shares of the New Series B-1 Preferred Stock and the New Series C-1 Preferred Stock is incorporated into this Item 3.02 by reference.

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The issuances of the New Series B-1 Preferred Stock and the New Series C-1 Preferred Stock were exempt from registration pursuant to Section 3(a)(9) of the Securities Act of 1933, as amended (the “Securities Act”), as securities exchanged by the Company with an existing security holder where no commission or other remuneration was paid or given directly or indirectly for soliciting such exchange and pursuant to Section 4(2) of the Securities Act as a transaction not involving a public offering.

Item 3.03.  Material Modification to Rights of Security Holders.

The information set forth in Item 1.01 of this Current Report on Form 8-K regarding the exchange of the shares of the Old Series B Preferred Stock for shares of the New Series B-1 Preferred Stock and the shares of the Old Series C Preferred Stock for shares of the New Series C-1 Preferred Stock is incorporated into this Item 3.03 by reference.

The information set forth in Item 5.03 of the Current Report on Form 8-K under the headings “Certificates of Designation” and “Certificates of Elimination” is incorporated into this Item 3.03 by reference.

Item 5.03.  Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

Certificate of Correction

On May 9, 2012, the Company filed a Certificate of Correction of the Certificate of Incorporation of the Company (the “Certificate of Correction”) with the Secretary of State of the State of Delaware to correct a previous amendment to the Certificate of Incorporation that erroneously amended and restated the entire Article Four of the Certificate of Incorporation instead of only the first paragraph of the Article Four of the Certificate of Incorporation.  The Certificate of Correction was effective upon filing with the Secretary of State.

The description of the Certificate of Correction is qualified in its entirety by reference to the full text of the Certificate of Correction, which is filed as Exhibit 3.1 to this Current Report on Form 8-K.

Certificates of Designation

On May 9, 2012, the Company filed a Certificate of Designation for the New Series B-1 Preferred Stock and a Certificate of Designation for the New Series C-1 Preferred Stock with the Secretary of State of the State of Delaware.  The Certificates of Designation were effective upon filing with the Secretary of State.

The Certificate of Designation for the New Series B-1 Preferred Stock and the Certificate of Designation for the New Series C-1 Preferred Stock are filed as Exhibits 3.2 and 3.3, respectively, to this Current Report on Form 8-K.

Certificates of Elimination

On May 9, 2012, the Company filed a Certificate of Elimination (the “Certificate of Elimination”) to remove from the Certificate of Incorporation of the Company the Certificate of Designation of Series A Convertible Preferred Stock of the Company (the “1997 Series A Preferred Stock”), the Certificate of Designation of Series B Convertible Preferred Stock of the Company (the “1997 Series B Preferred Stock”), and the Certificate

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of Designation of Series A Senior Convertible Preferred Stock of the Company (the “2004 Series A Preferred Stock”).  All of the shares of the 1997 Series A Preferred Stock, the 1997 Series B Preferred Stock and the 2004 Series A Preferred Stock had previously been converted into shares of the Company’s common stock.  The Certificate of Elimination was effective upon filing with the Secretary of State.

The Certificate of Elimination is filed as Exhibit 3.4 to this Current Report on Form 8-K.

The Company intends to file with the Secretary of State of the State of Delaware (i) a Certificate of Elimination to remove the Certificate of Designation of the Old Series B Preferred Stock from the Certificate of Incorporation of the Company and (ii) a Certificate of Elimination to remove the Certificate of Designation of the Old Series C Preferred Stock from the Certificate of Incorporation of the Company.

Item 9.01.  Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.	Description
3.1	Certificate of Correction of the Certificate of Incorporation, dated May 9, 2012
3.2	Certificate of Designation of Series B-1 Senior Convertible Preferred Stock, dated May 9, 2012
3.3	Certificate of Designation of Series C-1 Senior Preferred Stock, dated May 9, 2012
3.4	Certificate of Elimination of Series A Convertible Preferred Stock, Series B Convertible Preferred Stock, and Series A Senior Convertible Preferred Stock, dated May 9, 2012
4.1	Amendment No. 1 to Geokinetics Inc. Warrant to Purchase 189,920 Shares of Common Stock, dated May 9, 2012, issued to Avista Capital Partners, L.P.
4.2	Amendment No. 1 to Geokinetics Inc. Warrant to Purchase 50,080 Shares of Common Stock, dated May 9, 2012, issued to Avista Capital Partners (Offshore), L.P.
4.3	Form of Amendment No. 1 to Geokinetics Inc. Warrant to Purchase Common Stock, dated May 9, 2012

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	GEOKINETICS INC.
Date: May 10, 2012	By:	/s/ William L. Moll, Jr.
		William L. Moll, Jr. Vice President, General Counsel and Corporate Secretary

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EXHIBIT INDEX

Exhibit No.	Description
3.1	Certificate of Correction of the Certificate of Incorporation, dated May 9, 2012
3.2	Certificate of Designation of Series B-1 Senior Convertible Preferred Stock, dated May 9, 2012
3.3	Certificate of Designation of Series C-1 Senior Preferred Stock, dated May 9, 2012
3.4	Certificate of Elimination of Series A Convertible Preferred Stock, Series B Convertible Preferred Stock, and Series A Senior Convertible Preferred Stock, dated May 9, 2012
4.1	Amendment No. 1 to Geokinetics Inc. Warrant to Purchase 189,920 Shares of Common Stock, dated May 9, 2012, issued to Avista Capital Partners, L.P.
4.2	Amendment No. 1 to Geokinetics Inc. Warrant to Purchase 50,080 Shares of Common Stock, dated May 9, 2012, issued to Avista Capital Partners (Offshore), L.P.
4.3	Form of Amendment No. 1 to Geokinetics Inc. Warrant to Purchase Common Stock, dated May 9, 2012

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EX-3.1

Exhibit 3.1

CERTIFICATE OF CORRECTION
OF THE
CERTIFICATE OF INCORPORATION
OF
GEOKINETICS INC.

GEOKINETICS INC., a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the “Corporation”), does hereby certify as follows:

FIRST:  The name of the Corporation is Geokinetics Inc.

SECOND:  That a Certificate of Amendment of Certificate of Incorporation (the “Certificate”) was duly filed with the Secretary of State of the State of Delaware on November 24, 1997, and that the Certificate requires correction as permitted by Section 103(f) of the General Corporation Law of the State of Delaware.

THIRD:  The Certificate was defective as follows:

The Certificate erroneously amended and restated the entire fourth Article of the Certificate of Incorporation. The Certificate was intended to amend and restate only the first paragraph of the fourth Article of the Certificate of Incorporation.  As a result of this error, portions of Article Four of the Certificate of Incorporation of the Corporation were inadvertently deleted.

FOURTH:  Article First of the Certificate is hereby corrected to read in its entirety as follows:

That, by unanimous written consent of the Board of Directors of the Corporation, the directors adopted resolutions setting forth, among other things, a proposed amendment to the first paragraph of Article Four of the Certificate of Incorporation of the Corporation and declaring such amendment to be advisable and calling a meeting of the stockholders of the Corporation for consideration thereof. The proposed amendment set forth in the resolutions changed the first paragraph of Article Four such that, as amended, the first paragraph of Article Four shall read as follows and the remainder of Article Four shall remain unchanged:

“The total number of shares of stock which the corporation shall have authority to issue is One Hundred Two Million Five Hundred Thousand (102,500,000) shares, consisting of Two Million Five Hundred Thousand (2,500,000) shares of Preferred Stock, $10.00 par value per share (the “Preferred Stock”), and One Hundred Million (100,000,000) shares of Common Stock, $.01 par value per share (the “Common Stock”). A description of the designations, preferences, and relative rights of each class is as follows:”

IN WITNESS WHEREOF, the Corporation has caused this Certificate of Correction to be duly executed by its President and Chief Executive Officer this 9th day of May, 2012.

GEOKINETICS INC.
By:	/s/ Richard F. Miles
	Richard F. Miles
	President and Chief Executive Officer

[Certificate of Correction]

EX-3.2

Exhibit 3.2

CERTIFICATE OF DESIGNATION OF

SERIES B-1 SENIOR CONVERTIBLE PREFERRED STOCK

OF

GEOKINETICS INC.

PURSUANT TO SECTION 151(g) OF THE

GENERAL CORPORATION LAW OF THE STATE OF DELAWARE

Geokinetics Inc. (the “Corporation”), a corporation organized and existing under the laws of the State of Delaware, hereby certifies that the Board of Directors of the Corporation, on May 9, 2012, duly adopted the following resolution providing for the issuance of a series of the Corporation’s Preferred Stock, par value $10.00 per share (the “Preferred Stock”), and further providing for the designation, powers, preferences and relative, participating, optional and other rights, and the qualifications, limitations and restrictions thereof, all in accordance with Section 151(g) of the General Corporation Law of the State of Delaware:

RESOLVED, that pursuant to the authority expressly granted to and vested in the Board of Directors of the Corporation by Article Fourth of the Corporation’s Certificate of Incorporation (as amended, the “Certificate of Incorporation”), a series of Preferred Stock of the Corporation be, and hereby is, created out of the authorized but unissued shares of capital stock of the Corporation and authorized to be issued, such series to be designated Series B-1 Senior Convertible Preferred Stock, to consist of 550,000 shares, par value $10.00 per share, of which the powers, preferences and relative, participating, optional and other rights, and the qualifications, limitations and restrictions thereof, shall be, in addition to those set forth in the Certificate of Incorporation, as follows:

(1)General.

(a)The shares of such series shall be designated as the Series B-1 Senior Convertible Preferred Stock (the “Series B-1 Preferred Stock”).

(b)The number of authorized shares of Series B-1 Preferred Stock shall be 550,000.

(c)No fractional shares of Series B-1 Preferred Stock shall be issued.

(2)Dividends.

(a)The holders of Series B-1 Preferred Stock, prior and in preference to any declaration or payment of any dividend on any class or series of capital stock of this Corporation, shall be entitled to receive cumulative dividends at the applicable Dividend Rate.  “Dividend Rate” shall mean 9.75% per annum, compounded quarterly commencing on April 1, 2012, of the Original Issue Price (as defined in Section 3(a)) for each share of Series B-1 Preferred Stock.  At the option of the Corporation, all or any portion of dividends payable on shares of Series B-1

Preferred Stock on any quarterly dividend payment date through and including December 16, 2015 may be paid in additional shares of Series B-1 Preferred Stock, instead of cash with such number of additional shares of Series B-1 Preferred Stock to be rounded down to the nearest whole share and any amount so rounded down and not paid in cash being taken into account in the calculation of the dividend payment on the next quarterly dividend payment date.  The value of each share of Series B-1 Preferred Stock paid in lieu of cash shall be equal to the Original Issue Price.  After December 16, 2015, all dividends shall be paid in cash when, and if, declared.  All unpaid dividends on Series B-1 Preferred Stock shall be cumulative and shall accrue, compounding quarterly, regardless of whether or not the Corporation shall have funds legally available for the payment of such dividends.

(b)After payment of the dividends provided for in Section 2(a), any additional dividends or distributions shall be distributed among all holders of the Common Stock, par value $.01 per share, of the Corporation (the “Common Stock”), Series B-1 Preferred Stock, and other preferred securities which are convertible into shares of Common Stock, in proportion to the number of shares of Common Stock that would be held by each such holder if all shares of Series B-1 Preferred Stock and other preferred securities were converted to Common Stock at the then-effective conversion rate.

(3)Liquidation Preference.

(a)The holders of Series B-1 Preferred Stock, in the event of any Liquidation Event (as defined in Section 3(c)), either voluntary or involuntary, shall be entitled to receive, prior and in preference to the distribution of any proceeds of such Liquidation Event (the “Proceeds”) to the holders of Common Stock and other preferred securities (but pari passu to any holder of the Series C-1 Senior Preferred Stock of the Corporation (the “Series C-1 Preferred Stock”), an amount per share (the “Liquidation Preference Amount”) equal to (i) the sum of the Original Issue Price for the Series B-1 Preferred Stock, plus (ii) any accrued but unpaid dividends, which have been accrued to the date of payment. In case the net assets of the Corporation legally available therefor are insufficient to permit the payment upon all outstanding shares of Series B-1 Preferred Stock of the full preferential amount to which the holders of such shares are entitled, then such net assets shall be distributed ratably upon outstanding shares of Series B-1 Preferred Stock in proportion to the full preferential amount to which each such share is entitled.  “Original Issue Price” shall mean $250.00 per share for each share of Series B-1 Preferred Stock (as adjusted for any stock splits, stock dividends, combinations, subdivisions, recapitalizations or the like with respect to the Series B-1 Preferred Stock).

(b)After the payment of the Liquidation Preference Amount with respect to each share of Series B-1 Preferred Stock, the holders of Series B-1 Preferred Stock will have the right following a Liquidation Event to receive an additional distribution for each share of Series B-1 Preferred Stock equal to the excess, if any, of (i) the aggregate amount distributable with respect to each share of Common Stock following the Liquidation Event multiplied by the number of shares of Common Stock into which each share of Series B-1 Preferred Stock is convertible at the Conversion Rate (as defined in Section 5(a)) effective at the time of the Liquidation Event over (ii) the Liquidation Preference Amount.  As a result, the total amount distributed with respect to each share of Series B-1 Preferred Stock following a Liquidation Event will be not less than the amount determined as if all shares of Series B-1 Preferred Stock

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had been converted to Common Stock at the Conversion Rate effective at the time of the Liquidation Event.  In view of this additional distribution right, the Corporation and the holders of the Series B-1 Preferred Stock expect that the Series B-1 Preferred Stock will not be treated as “preferred stock” for federal income tax purposes under Treasury Regulation § 1.305-5(a).

(c)A “Liquidation Event” shall include (i) the sale, transfer or other disposition of all or substantially all of the Corporation’s assets, (ii) the merger or consolidation of the Corporation with or into another entity (except a merger or consolidation in which the holders of capital stock of the Corporation immediately prior to such merger or consolidation continue to hold at least 50% of the voting power of the capital stock of the Corporation or the surviving or acquiring entity following such merger or consolidation), (iii) the transfer (whether by merger, consolidation, exchange, reorganization or otherwise), in one transaction or a series of related transactions, to a person or group of affiliated persons (other than Avista Capital Partners, L.P. and its affiliates), of the Corporation’s equity securities if, after such transfer, such person or group of affiliated persons would hold 50% or more of the outstanding voting stock of the Corporation (or the surviving or acquiring entity) or (iv) a liquidation, dissolution or winding up of the Corporation; provided, however, that a transaction shall not constitute a Liquidation Event if its sole purpose is to change the state of the Corporation’s incorporation or to create a holding company that will be owned in substantially the same proportions by the persons who held the Corporation’s securities immediately prior to such transaction.  The treatment of any particular transaction or series of related transactions as a Liquidation Event hereunder may be waived by the vote or written consent of the holders of a majority of the outstanding Series B-1 Preferred Stock (voting on an as-converted basis).

(d)In any Liquidation Event, if Proceeds received by the Corporation or its stockholders are other than cash, their value will be deemed their fair market value.  The determination of such fair market value shall be made by the Board of Directors of the Corporation or as otherwise may be set forth in the definitive agreements governing such Liquidation Event.

(4)Redemption Rights.

(a)If, at any time after December 16, 2015, the holders of not less than a majority of the shares of Series B-1 Preferred Stock then outstanding deliver written notice to the Corporation of such holders’ desire to have the Series B-1 Preferred Stock redeemed, all outstanding shares of Series B-1 Preferred Stock, if not previously converted pursuant to Section 5, shall be redeemed by the Corporation on a date which is not more than 90 days after the date on which such written notice was given to the Corporation by the holders of the Series B-1 Preferred Stock. Each share of Series B-1 Preferred Stock to be redeemed hereunder shall be redeemed by payment by the Corporation in cash of the Redemption Price. “Redemption Price” shall mean, with respect to each share of Series B-1 Preferred Stock, an amount equal to the Liquidation Preference Amount.

(b)Any redemption pursuant to Section 4(a) shall be preceded by written notice from the Corporation to each holder of Series B-1 Preferred Stock stating the date fixed for redemption, the Redemption Price and the place at which holders of Series B-1 Preferred

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Stock may obtain payment of the Redemption Price upon surrender of their respective stock certificates.

(c)All shares of Series B-1 Preferred Stock redeemed, otherwise acquired or returned (as a result of conversion or otherwise) by the Corporation shall immediately be canceled and shall not be reissued.

(5)Conversion.  The holders of the Series B-1 Preferred Stock shall have conversion rights as follows (the “Conversion Rights”):

(a)Right to Convert.  Each share of Series B-1 Preferred Stock shall be convertible, at the option of the holder thereof, at any time after the date of issuance of such share, at the office of the Corporation or any transfer agent for such stock, into such number of fully paid and nonassessable shares of Common Stock as is determined by dividing the Liquidation Preference Amount for the Series B-1 Preferred Stock by the applicable Conversion Price for the Series B-1 Preferred Stock (the conversion rate for Series B-1 Preferred Stock into Common Stock is referred to herein as the “Conversion Rate”), determined as hereafter provided, in effect on the date the certificate is surrendered for conversion. The “Conversion Price” per share for Series B-1 Preferred Stock shall be $15.95 (which amount, for the avoidance of doubt, takes into account all adjustments to the conversion price prior to the Filing Date (as defined in Section 5(d)(i)) of the Corporation’s Series B Senior Convertible Preferred Stock that is to be exchanged for the shares of Series B-1 Preferred Stock and then eliminated); provided, however, that the Conversion Price for the Series B-1 Preferred Stock shall be subject to adjustment as set forth in Section 5(d).

(b)Corporation Conversion Election.  At the election of the Corporation, each share of Series B-1 Preferred Stock shall be converted into shares of Common Stock at the Conversion Rate at the time in effect for Series B-1 Preferred Stock immediately upon the Corporation’s sale of its Common Stock in an underwritten public offering pursuant to an effective registration statement under the Securities Act of 1933, as amended (the “Securities Act”), covering the offer and sale of Common Stock (i) at an offering price per share of not less than $35.00 (as adjusted for any stock splits, stock dividends, combinations, subdivisions or the like), (ii) which results in net proceeds to the Corporation and the selling stockholders, if any, of not less than $75,000,000, and (iii) after which the Common Stock is listed on the NYSE, AMEX or the NASDAQ National Market (a “Qualified Public Offering”).

(c)Mechanics of Conversion.  Before any holder of Series B-1 Preferred Stock shall be entitled to voluntarily convert the same into shares of Common Stock, such holder shall surrender the certificate or certificates therefore, duly endorsed, at the office of the Corporation or of any transfer agent for the Series B-1 Preferred Stock, and shall give written notice to the Corporation at its principal corporate office, of the election to convert the same and shall state therein the name or names in which the certificate or certificates for shares of Common Stock are to be issued.  The Corporation shall, as soon as practicable thereafter, issue and deliver at such office to such holder of Series B-1 Preferred Stock, or to the nominee or nominees of such holder, a certificate or certificates for the number of shares of Common Stock to which such holder shall be entitled as aforesaid.  Such conversion shall be deemed to have been made immediately prior to the close of business on the date of such surrender of the shares

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of Series B-1 Preferred Stock to be converted, and the person or persons entitled to receive the shares of Common Stock issuable upon such conversion shall be treated for all purposes as the record holder or holders of such shares of Common Stock as of such date.  If the conversion is in connection with an underwritten offering of securities registered pursuant to the Securities Act, the conversion may, at the option of any holder tendering Series B-1 Preferred Stock for conversion, be conditioned upon the closing with the underwriters of the sale of securities pursuant to such offering, in which event the persons entitled to receive the Common Stock upon conversion of the Series B-1 Preferred Stock shall not be deemed to have converted such Series B-1 Preferred Stock until immediately prior to the closing of such sale of securities.  If the conversion is in connection with the automatic conversion provisions of Section 5(b), such conversion shall be deemed to have been made immediately prior to the closing of such Qualified Public Offering in which the Corporation has elected to cause such conversion, and the persons entitled to receive shares of Common Stock issuable upon such conversion shall be treated for all purposes as the record holders of such shares of Common Stock as of such date.

(d)Conversion Price Adjustments of Series B-1 Preferred Stock for Certain Dilutive Issuances, Splits and Combinations.  The Conversion Price of the Series B-1 Preferred Stock shall be subject to adjustment from time to time as follows:

(i)If the Corporation shall issue, on or after the date upon which this Certificate of Designation is accepted for filing by the Secretary of State of the State of Delaware (the “Filing Date”), any Additional Stock (as defined in Section 5(d)(viii)) for a consideration per share less than the Conversion Price applicable to the Series B-1 Preferred Stock in effect immediately prior to the issuance of such Additional Stock, and if the aggregate dollar amount of (x) all previous issuances of Additional Stock and (y) all previous issuances of the Corporation’s securities made after September 8, 2006 and prior to the Filing Date that would have been considered issuances of Additional Stock as defined in Section 5(d)(viii) had they been issued after the Filing Date, including, for the avoidance of doubt, any securities issued as consideration in the Acquisition or pursuant to the Public Offering, as such terms are defined in that certain Amendment and Exchange Agreement dated December 2, 2009, by and among the Corporation, Avista Capital Partners, L.P., Avista Capital Partners (Offshore), L.P. and Levant America S.A. (“Additional Stock Equivalents”), is less than $50,000,000 (determined by aggregating all previous issuances of Additional Stock and Additional Stock Equivalents), then the Conversion Price for the Series B-1 Preferred Stock in effect immediately prior to each such issuance shall forthwith be adjusted to a price equal to the per share consideration paid or given for such Additional Stock; provided, however, if the Corporation shall issue, on or after the Filing Date, any Additional Stock after the aggregate amount of previous issuances made after September 8, 2006 are in excess of $50,000,000 (determined by aggregating all previous issuances of Additional Stock and Additional Stock Equivalents) for a consideration per share less than the Conversion Price applicable to the Series B-1 Preferred Stock in effect immediately prior to the issuance of such Additional Stock, then the Conversion Price for the Series B-1 Preferred Stock in effect immediately prior to each such issuance shall forthwith be adjusted to a price determined by multiplying such Conversion Price by a fraction, the numerator of which shall be the number of shares of Common Stock Outstanding immediately prior to such issuance plus the number of shares of Common Stock that the aggregate consideration received by the Corporation for such issuance would purchase at such Conversion Price; and the denominator of which shall be the number of shares of Common Stock Outstanding immediately prior to such issuance plus

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the number of shares of such Additional Stock.  “Common Stock Outstanding” shall mean and include the following; (A) outstanding Common Stock, (B) Common Stock issuable upon exercise of outstanding stock options, (C) Common Stock issuable upon exercise of outstanding warrants to purchase Common Stock, (D) Common Stock issuable upon conversion of the Series B-1 Preferred Stock, and (E) Common Stock issuable upon the conversion of any other series or class of equity securities issued after the date hereof which is convertible into shares of Common Stock.  Shares described in (A) through (C) above shall be included whether vested or unvested, whether contingent or non- contingent and whether exercisable or not yet exercisable.

(ii)Notwithstanding anything to the contrary set forth in this Certificate of Designation, no adjustment of the Conversion Price for the Series B-1 Preferred Stock shall be made in respect of issuances of Additional Stock as consideration in the Acquisition.

(iii)Notwithstanding anything to the contrary set forth in this Certificate of Designation, in the event of an adjustment to the Conversion Price as a result of the issuance (or deemed issuance) of any Additional Stock in connection with, relating to or arising from that certain Commitment Letter, dated March 16, 2012, among the Corporation, Avista Capital Partners L.P. and Avista Capital Partners (Offshore) L.P. (as amended on March 29, 2012, the “Avista Letter”), including without limitation pursuant to any definitive documents subsequently entered into with any of the parties to the Avista Letter (or with any of their affiliates or associated persons or entities) or with Whitebox Advisors, LLC or Gates Capital Management, Inc. (or any of their affiliates or associated persons or entities) as a result of the exercise of the Preference Right (as defined in the Avista Letter), to any of the aforementioned persons or entities (or other third parties), in no event shall the Conversion Price be adjusted, as a result of such issuance (or deemed issuance), to an amount lower than the price per share of the Common Stock in the last reported trade of the Common Stock on the NYSE Amex, or such other primary exchange on which the Common Stock is then listed or quoted, as quoted by Bloomberg, LP (or similar organization succeeding to its functions of reporting market prices), on the last trading day immediately preceding the date on which the Company is obligated to issue the securities exchangeable for such Additional Stock under the Avista Letter or otherwise.  In the event the Common Stock is no longer listed or quoted, then the price shall be determined in good faith by the Board of Directors of the Corporation.

(iv)No adjustment of the Conversion Price for the Series B-1 Preferred Stock shall be made in an amount less than one cent per share, provided that any adjustments that are not required to be made by reason of this sentence shall be carried forward and shall be either taken into account in any subsequent adjustment made prior to three (3) years from the date of the event giving rise to the adjustment being carried forward, or shall be made at the end of three (3) years from the date of the event giving rise to the adjustment being carried forward. Except to the limited extent provided for in Section 5(d)(vii)(C) and Section (5)(d)(vii)(D), no adjustment of such Conversion Price pursuant to this Section 5(d) shall have the effect of increasing the Conversion Price above the Conversion Price in effect immediately prior to such adjustment.

(v)In the case of the issuance of Additional Stock for cash, the consideration shall be deemed to be the amount of cash paid therefore before deducting any

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reasonable discounts, commission or other expenses allowed, paid or incurred by the Corporation for any underwriting or otherwise in connection with the issuance and sale thereof.

(vi)In the case of the issuance of the Additional Stock for a consideration in whole or in part other than cash, the consideration other than cash shall be deemed to be the fair market thereof as determined by the Board of Directors irrespective of any accounting treatment.

(vii)In the case of the issuance of options to purchase or rights to subscribe for Common Stock, securities by their terms convertible into or exchangeable for Common Stock or options to purchase or rights to subscribe for such convertible or exchangeable securities, the following provisions shall apply for purposes of determining the number of shares of Additional Stock issued and the consideration paid therefor:

(A)The aggregate maximum number of shares of Common Stock deliverable upon exercise (assuming the satisfaction of any conditions to exercisability, including without limitation, the passage of time, but without taking into account potential antidilution adjustments) of such options to purchase or rights to subscribe for Common Stock shall be deemed to have been issued at the time such options or rights were issued and for a consideration equal to the consideration (determined in the manner provided in Section 5(d)(v) and Section 5(d)(vi)), if any, received by the Corporation upon the issuance of such options or rights plus the minimum exercise price provided in such options or rights (without taking into account potential antidilution adjustments) for the Common Stock covered thereby.

(B)The aggregate maximum number of shares of Common Stock deliverable upon conversion, or in exchange (assuming the satisfaction of any conditions to convertibility or exchangeability, including, without limitation, the passage of time, but without taking into account potential antidilution adjustments) for, any such convertible or exchangeable securities or upon the exercise of options to purchase or rights to subscribe for such convertible or exchangeable securities and subsequent conversion or exchange thereof shall be deemed to have been issued at the time such securities were issued or such options or rights were issued and for a consideration equal to the consideration, if any, received by the Corporation for any such securities and related options or rights (excluding any cash received on account of accrued interest or accrued dividends), plus the minimum additional consideration, if any, to be received by the Corporation (without taking into account potential antidilution adjustments) upon the conversion or exchange of such securities or the exercise of any related options or rights (the consideration in each case to be determined in the manner provided in Section 5(d)(v) and Section 5(d)(vi)).

(C)In the event of any change in the number of shares of Common Stock deliverable or in the consideration payable to the Corporation upon exercise of such options or rights or upon conversion of or in exchange for such convertible or exchangeable shares, the Conversion Price of the Series B-1 Preferred Stock, to the extent in any way affected by or computed using such options, rights or securities, shall be recomputed to reflect such change, but no further adjustment shall be made for the actual issuance of Common Stock or any payment of such consideration upon the exercise of any such options or rights or the conversion or exchange of such securities.

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(D)The number of shares of Additional Stock deemed issued and the consideration deemed paid therefor pursuant to Section 5(d)(vii)(A) and Section 5(d)(vii)(B) shall be appropriately adjusted to reflect any change, termination or expiration of the type described in either Section 5(d)(vii)(A) or Section 5(d)(vii)(B).

(viii)“Additional Stock” shall mean any shares of Common Stock issued (or deemed to have been issued pursuant to Section 5(d)(vii)) by the Corporation) or after the Filing Date other than:

(A)Shares of Common Stock issued to employees, directors, officers, consultants and other service providers for the primary purpose of soliciting or retaining their services pursuant to plans or agreements approved by the Corporation’s Board of Directors;

(B)Common Stock issued pursuant to the conversion or exercise of convertible or exercisable securities outstanding on the Filing Date;

(C)Common Stock or other securities convertible into shares of Common Stock that are issued with the approval of the holders of not less than a majority of the then-outstanding shares of Series B-1 Preferred Stock; and

(D)Common Stock issued pursuant to the conversion of the Series B-1 Preferred Stock.

(e)In the event the Corporation should at any time or from time to time after the Filing Date fix a record date for the effectuation of a split or subdivision of the outstanding shares of Common Stock or the determination of holders of Common Stock entitled to receive a dividend or other distribution payable in additional shares of Common Stock or other securities or rights convertible into, or entitling the holder thereof to receive directly or indirectly, additional shares of Common Stock (hereinafter referred to as “Common Stock Equivalents”) without payment of any consideration by such holder for the additional shares of Common Stock or the Common Stock Equivalents (including the additional shares of Common Stock issuable upon conversion or exercise thereof), then, as of such record date (or the date of such dividend distribution, split or subdivision if no record date is fixed), the Conversion Price of the Series B-1 Preferred Stock shall be appropriately decreased so that the number of shares of Common Stock issuable on conversion of each share of such series shall be increased in proportion to such increase of the aggregate of shares of Common Stock outstanding and those issuable with respect to such Common Stock Equivalents.

If the number of shares of Common Stock outstanding at any time after the Filing Date is decreased by a combination of the outstanding shares of Common Stock, then, following the record date of such combination, the Conversion Price for the Series B-1 Preferred Stock shall be appropriately increased so that the number of shares of Common Stock issuable on conversion of each share of such series shall be decreased in proportion to such decrease in outstanding shares.

(f)Reservation of Common Stock.  The Corporation shall reserve and keep available out of its authorized but unissued Common Stock that number of shares of Common

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Stock as shall from time to time be sufficient to effect the full conversion of all outstanding shares of Series B-1 Preferred Stock.

(6)Election and Removal of Directors by Series B-1 Preferred Stock.  Subject to Section 7(b), the holders of record of the shares of Series B-1 Preferred Stock, exclusively, shall be entitled to nominate and elect one (1) director of the Corporation (the “Series B-1 Director”).  At each regularly scheduled meeting of the Corporation’s stockholders which is called for the purpose of electing members of the Board of Directors, the presence in person or by proxy of the holders of a majority of the shares of Series B-1 Preferred Stock then outstanding shall constitute a quorum of the Series B-1 Preferred Stock for the purpose of electing the director by holders of the Series B-1 Preferred Stock. A vacancy in said directorship filled by the holders of Series B-1 Preferred Stock shall be filled only by vote or written consent in lieu of a meeting of the holders of the Series B-1 Preferred Stock.  The Series B-1 Director may be removed, with our without cause, by the holders of Series B-1 Preferred Stock in the same manner as such director may be elected hereunder.

(7)Voting Rights.

(a)Except as otherwise expressly provided herein or as required by law, the holders of Series B-1 Preferred Stock shall be entitled to vote on all matters upon which holders of Common Stock have the right to vote and, with respect to such right to vote, shall be entitled to notice of any stockholders’ meeting in accordance with the Corporation’s Bylaws, and shall be entitled to a number of votes equal to the number of shares of Common Stock into which such shares of Series B-1 Preferred Stock could then be converted, at the record date for the determination of stockholders entitled to vote on such matters or, if no such record date is established, at the date such vote is taken or any written consent of stockholders is solicited. Except as otherwise expressly provided herein, or to the extent class or series voting is otherwise required by law or agreement, the holders of Series B-1 Preferred Stock or Common Stock shall vote together as a single class and not as separate classes.

(b)So long as at least 125,000 shares of Series B-1 Preferred Stock remain outstanding, the Corporation shall not, without first obtaining the approval (by vote or written consent, as provided by law) of not less than a majority of the then-outstanding shares of the Series B-1 Preferred Stock, as determined on a fully diluted and as-converted basis:

(i)Amend the Corporation’s Certificate of Incorporation or Bylaws in any material respect (other than an amendment to change the name of the Corporation);

(ii)Declare or pay any dividend or other distribution upon the Corporation’s capital stock (except dividends payable solely in shares of Common Stock or Series B-1 Preferred Stock or the Series C-1 Preferred Stock in lieu of payment of cash dividends), or purchase, redeem, or otherwise acquire any shares of the Corporation’s capital stock, except for repurchases, at cost, of shares of the capital stock of the Corporation (pursuant to rights held by the Corporation as of the Filing Date) held by the Corporation’s consultants, directors, officers or employees;

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(iii)Sell, lease, assign, transfer or otherwise convey or otherwise dispose of all or substantially all of the assets of the Corporation or any of its subsidiaries, or effect any consolidation, merger or reorganization involving the Corporation or any of its subsidiaries, or effect any transaction or series of related transactions in which the Corporation’s stockholders immediately prior to such transaction or transactions own immediately after such transaction or transactions less than 50% of the voting securities of the surviving corporation or entity (or its parent);

(iv)Reclassify, reorganize or recapitalize the Corporation’s outstanding capital stock;

(v)Except for the creation and issuance of the Series C-1 Preferred Stock, create or issue any class or series of stock or other security of the Corporation on parity with or having preference over the Series B-1 Preferred Stock or increase the authorized number of shares of the Series B-1 Preferred Stock;

(vi)Effect any transaction with the management, related parties or other affiliates of the Corporation, or extend or waive the terms of any such existing transactions, other than (A) issuances of options, warrants or Common Stock pursuant to an equity incentive plan or similar arrangement approved by the Board of Directors or (B) any other transaction with management, related parties or affiliates of the Corporation on terms approved by a majority of the members of the Board of Directors who are not, either directly or indirectly, a party to such transaction; and

(vii)Increase or decrease the number of directors on the Board of Directors of the Corporation.

(8)Financial Statements, Reports, etc.  The Corporation shall furnish to each holder of the Series B-1 Preferred Stock:

(a)within 90 days after the end of each fiscal year, its consolidated balance sheet and related statements of income, stockholders’ equity and cash flows showing the financial condition of the Corporation and its consolidated subsidiaries as of the close of such fiscal year and the results of its operations and the operations of such subsidiaries during such year, together with comparative figures for the immediately preceding fiscal year, all in reasonable detail and prepared in accordance with United States generally accepted accounting principles (“GAAP”), all audited by UHY, LLP or other independent public accountants of recognized national standing and accompanied by an opinion of such accountants (which opinion shall be without any qualification or exception as to the scope of such audit) to the effect that such consolidated financial statements fairly present the financial condition and results of operations of the Corporation and its consolidated subsidiaries on a consolidated basis in accordance with GAAP;

(b)within 45 days after the end of each of the first three fiscal quarters of each fiscal year, its consolidated balance sheet and related statements of income, stockholders’ equity and cash flows showing the financial condition of the Corporation and its consolidated subsidiaries as of the close of such fiscal quarter and the results of its operations and the

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operations of such subsidiaries during such fiscal quarter and the then-elapsed portion of the fiscal year, and comparative figures for the same periods in the immediately preceding fiscal year, all certified by one of the chief executive officer, chief financial officer, any vice president, principal accounting officer, treasurer, assistant treasurer or controller of the Corporation as fairly presenting in all material respects the financial condition and results of operations of the Corporation and its consolidated subsidiaries on a consolidated basis in accordance with GAAP, subject to normal year-end audit adjustments and the absence of footnotes.

(9)Preemptive Rights.  If the Corporation authorizes the issuance and sale of Additional Stock (as defined in Section 5(d)(viii)) other than pursuant to an underwritten public offering registered under the Securities Act or for non-cash consideration pursuant to a merger or consolidation approved by the Board of Directors of the Corporation, the Corporation shall first offer in writing to sell to each holder of Series B-1 Preferred Stock a portion of the securities being issued equal to the quotient obtained by dividing (a) the aggregate number of shares of Series B-1 Preferred Stock then owned by such holder by (b) the aggregate number of shares of Series B-1 Preferred Stock then outstanding.  If all offered securities are not subscribed to by such holder of Series B-1 Preferred Stock in writing delivered to the Corporation within twenty days after the date of delivery of the Corporation’s original notice to such holder, then the Corporation shall offer all of such securities for sale to those other holders of Series B-1 Preferred Stock that did elect to subscribe for such securities.  If such offer is oversubscribed by such Series B-1 Preferred Stock holders then the Corporation shall offer such securities to such Series B-1 Preferred Stockholders pro rata on the basis of the number of securities previously subscribed to by such holders pursuant to the formula above.  If the holders of Series B-1 Preferred Stock do not elect to subscribe for all of such securities in writing delivered to the Corporation within twenty days after the date of delivery of the Corporation’s second notice then the Corporation shall be free to offer such securities to any other person or persons at a price and on terms determined by the Corporation, provided that such price and terms are no more favorable to such person or persons than the price and terms on which such securities were offered to the holders of Series B-1 Preferred Stock.  Any securities not sold by the Corporation within 90 days after the date of the Corporation’s initial notice to the holders of Series B-1 Preferred Stock hereunder shall then become subject again to the provisions of this Section 9.

[signature page follows]

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IN WITNESS WHEREOF, the Corporation has caused this Certificate of Designation to its Certificate of Incorporation to be duly executed by its President and Chief Executive Officer this 9th day of May, 2012.

GEOKINETICS INC.
By:	/s/ Richard F. Miles
	Richard F. Miles
	President and Chief Executive Officer

[Series B-1 Senior Convertible Preferred Stock Certificate of Designation]

EX-3.3

Exhibit 3.3

CERTIFICATE OF DESIGNATION OF

SERIES C-1 SENIOR PREFERRED STOCK

OF

GEOKINETICS INC.

PURSUANT TO SECTION 151(g) OF THE

GENERAL CORPORATION LAW OF THE STATE OF DELAWARE

Geokinetics Inc. (the “Corporation”), a corporation organized and existing under the laws of the State of Delaware, hereby certifies that the Board of Directors of the Corporation, on May 9, 2012, duly adopted the following resolution providing for the issuance of a series of the Corporation’s Preferred Stock, par value $10.00 per share (the “Preferred Stock”), and further providing for the designation, powers, preferences and relative, participating, optional and other rights, and the qualifications, limitations and restrictions thereof, all in accordance with Section 151(g) of the General Corporation Law of the State of Delaware:

RESOLVED, that pursuant to the authority expressly granted to and vested in the Board of Directors of the Corporation by Article Fourth of the Corporation’s Certificate of Incorporation (as amended, the “Certificate of Incorporation”), a series of Preferred Stock of the Corporation be, and hereby is, created out of the authorized but unissued shares of capital stock of the Corporation and authorized to be issued, such series to be designated Series C-1 Senior Preferred Stock, to consist of 450,000 shares, par value $10.00 per share, of which the powers, preferences and relative, participating, optional and other rights, and the qualifications, limitations and restrictions thereof, shall be, in addition to those set forth in the Certificate of Incorporation, as follows:

(1)General.

(a)The shares of such series shall be designated as the Series C-1 Senior Preferred Stock (the “Series C-1 Preferred Stock”).

(b)The number of authorized shares of Series C-1 Preferred Stock shall be 450,000.

(c)No fractional shares of Series C-1 Preferred Stock shall be issued.

(2)Dividends.  The holders of Series C-1 Preferred Stock, prior and in preference to any declaration or payment of any dividend on any class or series of capital stock of this Corporation, shall be entitled to receive, out of legally available funds, dividends, cumulative and compounded, at the applicable Dividend Rate. “Dividend Rate” shall mean 11.75% per annum, compounded quarterly effective as of December 18, 2009 as if the Series C-1 Preferred Stock had been issued on such date, of the Original Issue Price (as defined in Section 3(a)) for each share of Series C-1 Preferred Stock. After December 16, 2015, all dividends shall be paid in

cash on each quarterly dividend payment date. All unpaid dividends on Series C-1 Preferred Stock, whether or not declared, shall be cumulative and shall accrue, compounding quarterly, until paid in cash regardless of whether or not the Corporation shall have funds legally available for the payment of such dividends.

(3)Liquidation Preference.

(a)The holders of Series C-1 Preferred Stock, in the event of any Liquidation Event (as defined in Section 3(b)), either voluntary or involuntary, shall be entitled to receive, prior and in preference to the distribution of any proceeds of such Liquidation Event (the “Proceeds”) to the holders of Common Stock, par value $.01 per share, of the Corporation (the “Common Stock”) and other preferred securities (but pari passu to the holders of the Series B-1 Senior Convertible Preferred Stock of the Corporation (the “Series B-1 Preferred Stock”)), an amount per share (the “Liquidation Preference Amount”) equal to (i) the sum of the Original Issue Price for the Series C-1 Preferred Stock, plus (ii) any accrued but unpaid dividends, which have been accrued to the date of payment. In case the net assets of the Corporation legally available therefor are insufficient to permit the payment upon all outstanding shares of Series C-1 Preferred Stock of the full preferential amount to which the holders of such shares are entitled, then such net assets shall be distributed ratably upon outstanding shares of Series C-1 Preferred Stock in proportion to the full preferential amount to which each such share is entitled. “Original Issue Price” shall mean $250.00 per share for each share of Series C-1 Preferred Stock (as adjusted for any stock splits, stock dividends, combinations, subdivisions, recapitalizations or the like with respect to the Series C-1 Preferred Stock),

(b)A “Liquidation Event” shall include (i) the sale, transfer or other disposition of all or substantially all of the Corporation’s assets, (ii) the merger or consolidation of the Corporation with or into another entity (except a merger or consolidation in which the holders of capital stock of the Corporation immediately prior to such merger or consolidation continue to hold at least 50% of the voting power of the capital stock of the Corporation or the surviving or acquiring entity), (iii) the transfer (whether by merger, consolidation, exchange, reorganization or otherwise), in one transaction or a series of related transactions, to a person or group of affiliated persons (other than Avista Capital Partners, L.P. and its affiliates), of the Corporation’s equity securities if, after such transfer, such person or group of affiliated persons would hold 50% or more of the outstanding voting stock of the Corporation (or the surviving or acquiring entity) or (iv) a liquidation, dissolution or winding up of the Corporation; provided, however, that a transaction shall not constitute a Liquidation Event if its sole purpose is to change the state of the Corporation’s incorporation or to create a holding company that will be owned in substantially the same proportions by the persons who held the Corporation’s securities immediately prior to such transaction. The treatment of any particular transaction or series of related transactions as a Liquidation Event hereunder may be waived by the vote or written consent of the holders of a majority of the outstanding Series C-1 Preferred Stock.

(c)In any Liquidation Event, if Proceeds received by the Corporation or its stockholders are other than cash, their value will be deemed their fair market value. The determination of such fair market value shall be made by the Board of Directors of the Corporation or as otherwise may be set forth in the definitive agreements governing such Liquidation Event.

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(4)Redemption.  The Corporation shall redeem all outstanding shares of Series C-1 Preferred Stock on December 16, 2015. Each share of Series C-1 Preferred Stock to be redeemed hereunder shall be redeemed by payment by the Corporation in cash of the Redemption Price. “Redemption Price” shall mean, with respect to each share of Series C-1 Preferred Stock, an amount equal to the Liquidation Preference Amount.

(5)Approval Rights. So long as at least 100,000 shares of Series C-1 Preferred Stock remain outstanding, the Corporation shall not, without first obtaining the approval (by vote or written consent, as provided by law) of not less than a majority of the then-outstanding shares of the Series C-1 Preferred Stock:

(a)Amend the Corporation’s Certificate of Incorporation or Bylaws in any material respect (other than an amendment to change the name of the Corporation);

(b)Declare or pay any dividend or other distribution upon the Corporation’s capital stock (except dividends payable solely in shares of Common Stock or Series B-1 Preferred Stock or Series C-1 Preferred Stock in lieu of payment of cash dividends), or purchase, redeem, or otherwise acquire any shares of the Corporation’s capital stock, except for repurchases, at cost, of shares of the capital stock of the Corporation (pursuant to rights held by the Corporation as of the date upon which this Certificate of Designation is accepted for filing by the Secretary of State of the State of Delaware) held by the Corporation’s consultants, directors, officers or employees;

(c)Sell, lease, assign, transfer or otherwise convey or otherwise dispose of all or substantially all of the assets of the Corporation or any of its subsidiaries, or effect any consolidation, merger or reorganization involving the Corporation or any of its subsidiaries, or effect any transaction or series of related transactions in which the Corporation’s stockholders immediately prior to such transaction or transactions own immediately after such transaction or transactions less than 50% of the voting securities of the surviving corporation or entity (or its parent);

(d)Reclassify, reorganize or recapitalize the Corporation’s outstanding capital stock;

(e)Except for the creation and issuance of the Series B-1 Preferred Stock, create or issue any class or series of stock or other security of the Corporation on parity with or having preference over the Series C-1 Preferred Stock or increase the authorized number of shares of the Series C-1 Preferred Stock;

(f)Effect any transaction with the management, related parties or other affiliates of the Corporation, or extend or waive the terms of any such existing transactions, other than (i) issuances of options, warrants or Common Stock pursuant to an equity incentive plan or similar arrangement approved by the Board of Directors or (ii) any other transaction with management, related parties or affiliates of the Corporation on terms approved by a majority of the members of the Board of Directors who are not, either directly or indirectly, a party to such transaction; and

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(g)Increase or decrease the number of directors on the Board of Directors of the Corporation.

(6)Financial Statements, Reports, etc. The Corporation shall furnish to each holder of the Series C-1 Preferred Stock:

(a)within 90 days after the end of each fiscal year, its consolidated balance sheet and related statements of income, stockholders’ equity and cash flows showing the financial condition of the Corporation and its consolidated subsidiaries as of the close of such fiscal year and the results of its operations and the operations of such subsidiaries during such year, together with comparative figures for the immediately preceding fiscal year, all in reasonable detail and prepared in accordance with United States generally accepted accounting principles (“GAAP”), all audited by UHY, LLP or other independent public accountants of recognized national standing and accompanied by an opinion of such accountants (which opinion shall be without any qualification or exception as to the scope of such audit) to the effect that such consolidated financial statements fairly present the financial condition and results of operations of the Corporation and its consolidated subsidiaries on a consolidated basis in accordance with GAAP;

(b)within 45 days after the end of each of the first three fiscal quarters of each fiscal year, its consolidated balance sheet and related statements of income, stockholders’ equity and cash flows showing the financial condition of the Corporation and its consolidated subsidiaries as of the close of such fiscal quarter and the results of its operations and the operations of such subsidiaries during such fiscal quarter and the then elapsed portion of the fiscal year, and comparative figures for the same periods in the immediately preceding fiscal year, all certified by one of the chief executive officer, chief financial officer, any vice president, principal accounting officer, treasurer, assistant treasurer or controller of the Corporation as fairly presenting in all material respects the financial condition and results of operations of the Corporation and its consolidated subsidiaries on a consolidated basis in accordance with GAAP, subject to normal year-end audit adjustments and the absence of footnotes.

[signature page follows]

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IN WITNESS WHEREOF, the Corporation has caused this Certificate of Designation to its Certificate of Incorporation to be duly executed by its President and Chief Executive Officer, this 9th day of May, 2012.

GEOKINETICS INC.
By:	/s/ Richard F. Miles
	Richard F. Miles
	President and Chief Executive Officer

[Series C-1 Senior Preferred Stock Certificate of Designation]

EX-3.4

Exhibit 3.4

GEOKINETICS INC.

CERTIFICATE OF ELIMINATION
OF
SERIES A CONVERTIBLE PREFERRED STOCK,

SERIES B CONVERTIBLE PREFERRED STOCK,

AND

SERIES A SENIOR CONVERTIBLE PREFERRED STOCK

Pursuant to Section 151(g) of the
General Corporation Law of the State of Delaware

The undersigned, Geokinetics Inc., a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), in accordance with the provisions of Section 151(g) of the General Corporation Law of the State of Delaware, for the purposes of eliminating from the Certificate of Incorporation of the Corporation all matters set forth in the (i) Certificate of Designation of Series A Convertible Preferred Stock of the Corporation (the “1997 Series A Preferred Stock”) filed with the Secretary of State on July 14, 1997 (the “1997 Series A Preferred Stock Certificate of Designation”) (ii) Certificate of Designation of Series B Convertible Preferred Stock of the Corporation (the “1997 Series B Preferred Stock”) filed with the Secretary of State on September 30, 1997 (the “1997 Series B Preferred Stock Certificate of Designation”) and (iii) Certificate of Designation of Series A Senior Convertible Preferred Stock of the Corporation (the “2004 Series A Preferred Stock” and, together with the 1997 Series A Preferred Stock and the 1997 Series B Preferred Stock, the “Preferred Stock”) filed with the Secretary of State on November 23, 2004 (the “2004 Series A Preferred Stock Certificate of Designation” and, together with the 1997 Series A Preferred Stock Certificate of Designation and the 2004 Series A Preferred Stock Certificate of Designation, the “Certificates of Designation”), hereby certifies that:

1.The undersigned is the duly elected and acting President and Chief Executive Officer of the Corporation.

2.No shares of Preferred Stock are outstanding and no shares of Preferred Stock will be issued subject to the Certificates of Designation.

3.In accordance with the provisions of Section 151(g) of the General Corporation Law of the State of Delaware, the Board of Directors of the Corporation has adopted the following resolutions eliminating from the Certificate of Incorporation all matters set forth in the Certificates of Designations with respect to the Preferred Stock:

WHEREAS, the holders of the Preferred Stock have converted all of the issued and outstanding shares of the Preferred Stock into shares of common stock, par value $0.01 per share, of the Corporation in accordance with the terms of each respective Certificate of Designation, no shares of Preferred Stock are currently outstanding and the Corporation will not issue any new shares of Preferred Stock subject to each respective Certificate of Designation.

WHEREAS, the Board has determined that it is advisable and in the best interests of the Corporation and its stockholders to eliminate the matters set forth in the Certificates of Designation from the Certificate of Incorporation of the Corporation by filing a Certificate of Elimination with the Secretary of State of the State of Delaware.

NOW, THEREFORE, BE IT RESOLVED, that the matters set forth in the Certificates of Designation shall be eliminated from the Certificate of Incorporation of the Corporation by filing a Certificate of Elimination with the Secretary of State of the State of Delaware.

RESOLVED FURTHER, that none of the authorized shares of Preferred Stock are outstanding and no shares of Preferred Stock shall hereafter be issued subject to each respective Certificate of Designation.

RESOLVED FURTHER, that, in accordance with Section 151(g) of the General Corporation Law of the State of Delaware, the shares of the Preferred Stock previously set forth in the Certificates of Designation shall resume the status which they had before the Board adopted the Certificates of Designation.

RESOLVED FURTHER, that the Certificate of Elimination is hereby approved, ratified and adopted and the Proper Officers be, and they hereby are, authorized and directed to make and execute the Certificate of Elimination and to file, or cause to be filed, the Certificate of Elimination with the Secretary of State of the State of Delaware and to do all acts and things that may be necessary or proper to effect these resolutions.

4.That, accordingly, all matters set forth in the Certificates of Designation with respect to the Preferred Stock shall be, and hereby are, eliminated from the Certificate of Incorporation of the Corporation.

[signature page follows]

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IN WITNESS WHEREOF, the Corporation has caused this Certificate of Elimination to be duly executed by its President and Chief Executive Officer this 9th day of May, 2012.

GEOKINETICS INC.
By:	/s/ Richard F. Miles
	Richard F. Miles
	President and Chief Executive Officer

[1997 Series A Preferred Stock, 1997 Series B Preferred Stock, and 2004 Series A Preferred Stock Certificate of Elimination]

EX-4.1

Exhibit 4.1

AMENDMENT NO. 1
TO
GEOKINETICS INC. WARRANT TO PURCHASE
189,920 SHARES OF COMMON STOCK, PAR VALUE $0.01 PER SHARE

This Amendment No. 1 (this “Amendment”), to the Warrant (defined below) is made as of May 9, 2012 by Geokinetics Inc., a Delaware corporation (the “Company”).  Capitalized terms used but not defined in this Amendment shall have the meanings ascribed to such terms in the Warrant.

WHEREAS, Avista Capital Partners, L.P. (the “Warrantholder”) holds that certain warrant to purchase 189,920 shares of the Company’s common stock, par value $0.01 per share, dated as of July 28, 2008 (the “Warrant”);

WHEREAS, the Company and the Warrantholder have agreed to, among other things, make certain amendments (the “Amendments”) to the adjustment provisions set forth in Section 8 of the Warrant;

WHEREAS, the Company and the holders of a majority of the 2008 Warrants representing at least 50% of the number of shares of Common Stock subject to all outstanding 2008 Warrants have consented to the Amendments;

NOW, THEREFORE, in consideration of the premises and of the covenants, understandings, undertakings and promises hereinafter set forth, and intending to be legally bound thereby, the Company hereby amends the Warrant as follows:

Section 1.Amendment of Warrant.

(a)Section 8(A) of the Warrant is hereby amended by adding a new Section 8(A)(6) as follows:

“6.Notwithstanding anything in this Warrant to the contrary, in the event of an adjustment to the Warrant Price as a result of the issuance (or deemed issuance) of any Additional Stock in connection with, relating to or arising from that certain Commitment Letter, dated March 16, 2012, among the Company, the Warrantholder and Avista Capital Partners (Offshore), L.P. (as amended on March 29, 1012, the “Avista Letter”), including without limitation pursuant to any definitive documents subsequently entered into with any of the parties to the Avista Letter (or with any of their affiliates or associated persons or entities) or with Whitebox Advisors, LLC or Gates Capital Management, Inc. (or any of their affiliates or associated persons or entities) as a result of the exercise of the Preference Right (as defined in the Avista Letter), to any of the aforementioned persons or entities (or other third parties), in no event will the Warrant Price be adjusted, as a result of such issuance (or deemed issuance), to an amount lower than the price per share of the

Common Stock in the last reported trade of the Common Stock on the NYSE Amex, or such other primary exchange on which the Common Stock is then listed or quoted, as quoted by Bloomberg, LP (or similar organization succeeding to its functions of reporting market prices), on the last trading day immediately preceding the date on which the Company is obligated to issue the securities exchangeable for such Additional Stock under the Avista Letter or otherwise.  In the event the Common Stock is no longer listed or quoted, then the price shall be determined in good faith by the Board of Directors of the Company.”

(b)Section 8(B) of the Warrant is hereby amended by adding a new Section 8(B)(4) as follows:

“4.The creation of the Series B-1 Senior Convertible Preferred Stock of the Company and the issuance of the Series B-1 Senior Convertible Preferred Stock of the Company in exchange for the Series B Senior Convertible Preferred Stock of the Company.”

(c)The term “Series B Preferred Stock” is hereby replaced in each place that it appears in Section 8(A)(1) and Section 8(B)(3) of the Warrant with “Series B-1 Senior Convertible Preferred Stock.”

Section 2.Governing Law; Consent to Jurisdiction; Waiver of Jury Trial. This Amendment shall be governed by, and construed in accordance with, the internal laws of the State of New York, without reference to the choice of law provisions thereof.  The Company and, by accepting this Amendment, the Warrantholder, each irrevocably submits to the exclusive jurisdiction of the courts of the State of New York located in New York County and the United States District Court for the Southern District of New York for the purpose of any suit, action, proceeding or judgment relating to or arising out of this Amendment and the transactions contemplated hereby.  Service of process in connection with any such suit, action or proceeding may be served on each party anywhere in the world by the same methods as are specified for the giving of notices under the Warrant.  The Company and, by accepting this Amendment, the Warrantholder, each irrevocably consents to the jurisdiction of any such court in any such suit, action or proceeding and to the laying of venue in such court.  The Company and, by accepting this Warrant, the Warrantholder, each irrevocably waives any objection to the laying of venue of any such suit, action or proceeding brought in such courts and irrevocably waives any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. EACH OF THE COMPANY AND, BY ACCEPTING THIS AMENDMENT, THE WARRANTHOLDER HEREBY WAIVES ANY RIGHT TO REQUEST A TRIAL BY JURY IN ANY LITIGATION WITH RESPECT TO THIS AMENDMENT AND REPRESENTS THAT COUNSEL HAS BEEN CONSULTED SPECIFICALLY AS TO THIS WAIVER.

2

Section 3.Warrant Otherwise Unaffected.  Except as specifically amended by this Amendment, the Warrant, as hereby amended, shall continue in full force and effect in accordance with its terms.

[signature page follows]

3

IN WITNESS WHEREOF, the Company has caused this Amendment to be duly executed as of the 9th day of May, 2012.

GEOKINETICS INC.
By:	/s/ Richard F. Miles
	Richard F. Miles
	President and Chief Executive Officer

[Amendment No. 1 to 2008 Warrant]

EX-4.2

Exhibit 4.2

AMENDMENT NO. 1
TO
GEOKINETICS INC. WARRANT TO PURCHASE
50,080 SHARES OF COMMON STOCK, PAR VALUE $0.01 PER SHARE

This Amendment No. 1 (this “Amendment”), to the Warrant (defined below) is made as of May 9, 2012 by Geokinetics Inc., a Delaware corporation (the “Company”).  Capitalized terms used but not defined in this Amendment shall have the meanings ascribed to such terms in the Warrant.

WHEREAS, Avista Capital Partners (Offshore), L.P. (the “Warrantholder”) holds that certain warrant to purchase 50,080 shares of the Company’s common stock, par value $0.01 per share, dated as of July 28, 2008 (the “Warrant”);

WHEREAS, the Company and the Warrantholder have agreed to, among other things, make certain amendments (the “Amendments”) to the adjustment provisions set forth in Section 8 of the Warrant;

WHEREAS, the Company and the holders of a majority of the 2008 Warrants representing at least 50% of the number of shares of Common Stock subject to all outstanding 2008 Warrants have consented to the Amendments;

NOW, THEREFORE, in consideration of the premises and of the covenants, understandings, undertakings and promises hereinafter set forth, and intending to be legally bound thereby, the Company hereby amends the Warrant as follows:

Section 1.Amendment of Warrant.

(a)Section 8(A) of the Warrant is hereby amended by adding a new Section 8(A)(6) as follows:

“6.Notwithstanding anything in this Warrant to the contrary, in the event of an adjustment to the Warrant Price as a result of the issuance (or deemed issuance) of any Additional Stock in connection with, relating to or arising from that certain Commitment Letter, dated March 16, 2012, among the Company, Avista Capital Partners, L.P. and the Warrantholder (as amended on March 29, 1012, the “Avista Letter”), including without limitation pursuant to any definitive documents subsequently entered into with any of the parties to the Avista Letter (or with any of their affiliates or associated persons or entities) or with Whitebox Advisors, LLC or Gates Capital Management, Inc. (or any of their affiliates or associated persons or entities) as a result of the exercise of the Preference Right (as defined in the Avista Letter), to any of the aforementioned persons or entities (or other third parties), in no event will the Warrant Price be adjusted, as a result of such issuance (or deemed issuance), to an amount lower than the price per share of the Common Stock in the last reported trade of

the Common Stock on the NYSE Amex, or such other primary exchange on which the Common Stock is then listed or quoted, as quoted by Bloomberg, LP (or similar organization succeeding to its functions of reporting market prices), on the last trading day immediately preceding the date on which the Company is obligated to issue the securities exchangeable for such Additional Stock under the Avista Letter or otherwise.  In the event the Common Stock is no longer listed or quoted, then the price shall be determined in good faith by the Board of Directors of the Company.”

(b)Section 8(B) of the Warrant is hereby amended by adding a new Section 8(B)(4) as follows:

“4.The creation of the Series B-1 Senior Convertible Preferred Stock of the Company and the issuance of the Series B-1 Senior Convertible Preferred Stock of the Company in exchange for the Series B Senior Convertible Preferred Stock of the Company.”

(c)The term “Series B Preferred Stock” is hereby replaced in each place that it appears in Section 8(A)(1) and Section 8(B)(3) of the Warrant with “Series B-1 Senior Convertible Preferred Stock.”

Section 2.Governing Law; Consent to Jurisdiction; Waiver of Jury Trial. This Amendment shall be governed by, and construed in accordance with, the internal laws of the State of New York, without reference to the choice of law provisions thereof.  The Company and, by accepting this Amendment, the Warrantholder, each irrevocably submits to the exclusive jurisdiction of the courts of the State of New York located in New York County and the United States District Court for the Southern District of New York for the purpose of any suit, action, proceeding or judgment relating to or arising out of this Amendment and the transactions contemplated hereby.  Service of process in connection with any such suit, action or proceeding may be served on each party anywhere in the world by the same methods as are specified for the giving of notices under the Warrant.  The Company and, by accepting this Amendment, the Warrantholder, each irrevocably consents to the jurisdiction of any such court in any such suit, action or proceeding and to the laying of venue in such court.  The Company and, by accepting this Warrant, the Warrantholder, each irrevocably waives any objection to the laying of venue of any such suit, action or proceeding brought in such courts and irrevocably waives any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. EACH OF THE COMPANY AND, BY ACCEPTING THIS AMENDMENT, THE WARRANTHOLDER HEREBY WAIVES ANY RIGHT TO REQUEST A TRIAL BY JURY IN ANY LITIGATION WITH RESPECT TO THIS AMENDMENT AND REPRESENTS THAT COUNSEL HAS BEEN CONSULTED SPECIFICALLY AS TO THIS WAIVER.

2

Section 3.Warrant Otherwise Unaffected.  Except as specifically amended by this Amendment, the Warrant, as hereby amended, shall continue in full force and effect in accordance with its terms.

[signature page follows]

3

IN WITNESS WHEREOF, the Company has caused this Amendment to be duly executed as of the 9th day of May, 2012.

GEOKINETICS INC.
By:	/s/ Richard F. Miles
	Richard F. Miles
	President and Chief Executive Officer

[Amendment No. 1 to 2008 Warrant]

EX-4.3

Exhibit 4.3

AMENDMENT NO. 1
TO
GEOKINETICS INC. WARRANT TO PURCHASE
                     SHARES OF COMMON STOCK, PAR VALUE $0.01 PER SHARE

This Amendment No. 1 (this “Amendment”), to the Warrant (defined below) is made as of May 9, 2012 by Geokinetics Inc., a Delaware corporation (the “Company”).  Capitalized terms used but not defined in this Amendment shall have the meanings ascribed to such terms in the Warrant.

WHEREAS,                      (the “Warrantholder”) holds that certain warrant to purchase                      shares of the Company’s common stock, par value $0.01 per share, dated as of December 14, 2010 (the “Warrant”);

WHEREAS, the Company and the Warrantholder have agreed to, among other things, make certain amendments (the “Amendments”) to the adjustment provisions set forth in Section 8 of the Warrant;

WHEREAS, the Company and the holders of 2010 Warrants representing at least 75% of the number of shares of Common Stock subject to all outstanding 2010 Warrants have consented to the Amendments;

NOW, THEREFORE, in consideration of the premises and of the covenants, understandings, undertakings and promises hereinafter set forth, and intending to be legally bound thereby, the Company hereby amends the Warrant as follows:

Section 1.Amendment of Warrant.

(a)Section 8(B) of the Warrant is hereby amended by adding a new Section 8(B)(4) as follows:

“4.The creation of the Series B-1 Senior Convertible Preferred Stock of the Company and the issuance of the Series B-1 Senior Convertible Preferred Stock of the Company in exchange for the Series B Senior Convertible Preferred Stock of the Company.”

(b)The term “Series B Preferred Stock” is hereby replaced in Section 8(A)(1) and Section 8(B)(3) of the Warrant with “Series B-1 Senior Convertible Preferred Stock.”

Section 2.Governing Law; Consent to Jurisdiction; Waiver of Jury Trial. This Amendment shall be governed by, and construed in accordance with, the internal laws of the State of New York, without reference to the choice of law provisions thereof.  The Company and, by accepting this Amendment, the Warrantholder, each irrevocably submits to the exclusive jurisdiction of the courts of the State of New York located in New York County and the United States District Court for the Southern District of New York for the purpose of any suit, action, proceeding or judgment relating to or arising out of this Amendment and the transactions contemplated hereby.  Service of process in connection with any such suit, action or proceeding may be served on each party anywhere in the world by the same methods as are specified for the

giving of notices under the Warrant.  The Company and, by accepting this Amendment, the Warrantholder, each irrevocably consents to the jurisdiction of any such court in any such suit, action or proceeding and to the laying of venue in such court.  The Company and, by accepting this Warrant, the Warrantholder, each irrevocably waives any objection to the laying of venue of any such suit, action or proceeding brought in such courts and irrevocably waives any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. EACH OF THE COMPANY AND, BY ACCEPTING THIS AMENDMENT, THE WARRANTHOLDER HEREBY WAIVES ANY RIGHT TO REQUEST A TRIAL BY JURY IN ANY LITIGATION WITH RESPECT TO THIS AMENDMENT AND REPRESENTS THAT COUNSEL HAS BEEN CONSULTED SPECIFICALLY AS TO THIS WAIVER.

Section 3.Warrant Otherwise Unaffected.  Except as specifically amended by this Amendment, the Warrant, as hereby amended, shall continue in full force and effect in accordance with its terms.

[signature page follows]

2

IN WITNESS WHEREOF, the Company has caused this Amendment to be duly executed as of the 9th day of May, 2012.

GEOKINETICS INC.
By:
	Richard F. Miles
	President and Chief Executive Officer

[Amendment No. 1 to 2010 Warrants]