Preview | Securities Purchase Agreement |

TABLE OF CONTENTS

SECTION 1.	DEFINITIONS AND ACCOUNTING TERMS	2
1.1	Definitions	2
1.2	Computation of Time Periods	6
1.3	Terms Generally	7
1.4	Accounting Terms	7

SECTION 2.	AUTHORIZATION AND ISSUANCE OF PREFERRED STOCK	7
2.1	Authorization of Issue	7
2.2	Sale and Purchase of the Preferred Stock	7
2.3	Closing	7
2.4	Stock Certificates	7

SECTION 3.	CONDITIONS TO CLOSING	8
3.1	Representations and Warranties	8
3.2	Performance; No Default under Other Agreements	8
3.3	Compliance Certificate	8
3.4	Acquisition	8
3.5	Avista Facilities	8
3.6	Material Adverse Effect	9
3.7	Consents, Authorizations and Filings, Etc.	9
3.8	Payment of Expenses	9
3.9	Legal Opinion	9
3.10	Management Rights Agreement	9

SECTION 4.	REPRESENTATIONS AND WARRANTIES	10
4.1	Due Organization; Power and Authority	10
4.2	Capitalization	10
4.3	Subsidiaries	11
4.4	Due Authorization, Execution and Delivery	11
4.5	Non-Contravention; Authorizations and Approvals	11
4.6	Financial Statements; Securities Filings	12
4.7	Absence of Undisclosed Liabilities or Events	14

4.8	No Actions or Proceedings	14
4.9	Title to Properties	14
4.10	Intellectual Property Rights	14
4.11	Taxes	16
4.12	Employee Benefit Plans	17
4.13	Investment Company Act	17
4.14	Insurance	17
4.15	Compliance with Laws; Permits; Environmental Liabilities	18
4.16	Labor and Employment Matters	19
4.17	Brokerage Fees	19
4.18	Solvency and Related Matters	19

SECTION 5.	REPRESENTATIONS, WARRANTIES AND AGREEMENTS OF THE PURCHASERS	19
5.1	Purchase for Investment	19
5.2	Access to Information	20
5.3	Corporate Power; Authorization; Enforceability	20
5.4	No Actions or Proceedings	20

SECTION 6.	OTHER AFFIRMATIVE COVENANTS	21
6.1	Foreign Subsidiaries	21
6.2	Foreign Subsidiaries	21
6.3	Director Representation	21

SECTION 7.	EXPENSES, INDEMNIFICATION AND CONTRIBUTION; TERMINATION	21
7.1	Expenses	21
7.2	Indemnification	22
7.3	Survival	22
7.4	Tax Treatment of Indemnification Payments	22

SECTION 8.	MISCELLANEOUS	22
8.1	Notices	22
8.2	Benefit of Agreement and Assignments	23
8.3	No Waiver; Remedies Cumulative	23
8.4	Amendments, Waivers and Consents	23

8.5	Counterparts	23
8.6	Headings	23
8.7	Survival of Covenants and Indemnities	24
8.8	Governing Law; Submission to Jurisdiction; Venue	24
8.9	Severability	24
8.10	Entirety	25
8.11	Survival of Representations and Warranties	25
8.12	Construction	25
8.13	Incorporation	25
8.14	Non-Recourse	25
8.15	Further Assurances	25

iii

EXHIBITS:
Exhibit A		Form of Certificate of Designation
Exhibit B		Form of Registration Rights Agreement
Exhibit C		Form of Opinion
Exhibit D		Form of Management Rights Agreement

SCHEDULES:
Schedule 2.2		Information relating to the Purchasers
Schedule 4.2		Primary and fully diluted ownership of Capital Stock
Schedule 4.3		Company and Subsidiaries
Schedule 4.8		Actions or Proceedings
Schedule 4.10		Intellectual Property
Schedule 4.12(a)		Employee Benefit Plans
Schedule 4.12(b)		Multi Employer Plans
Schedule 4.12(c)		Retiree Health and Life Benefits
Schedule 4.16		Labor Matters
Schedule 4.17		Brokerage Fees

SECURITIES PURCHASE AGREEMENT

This SECURITIES PURCHASE AGREEMENT (this Agreement), dated as of September 8, 2006, among Geokinetics Inc. a Delaware corporation (the Company), Avista Capital Partners, L.P., a Delaware limited partnership (Avista), Avista Capital Partners (Offshore), L.P., a Delaware limited partnership (Avista Offshore and together with Avista the Avista Purchasers), and Levant America, S.A., a Liberian corporation (Levant and together with the Avista Purchasers the Purchasers).

RECITALS

WHEREAS, concurrently with the execution of this Agreement the Company and the owners of all the capital stock of Grant Geophysical, Inc. (the Acquired Business) have executed that certain Stock Purchase Agreement (the Acquisition Agreement), dated September 7, 2006, pursuant to which the Company will acquire 100% of the issued and outstanding capital stock of the Acquired Business (the Acquisition);

WHEREAS, concurrently with the execution of this Agreement, for the purposes of financing the Acquisition, Geokinetics Holdings, Inc., a Delaware corporation and wholly-owned subsidiary of the Company, the Purchasers and the Royal Bank of Canada have executed that certain Credit Agreement, dated as of September 8, 2006 (the Senior Credit Agreement) and the Company and the Purchasers have executed that certain Subordinated Credit Agreement dated as of August , 2006 (the Subordinated Credit Agreement and together with the Senior Credit Agreement and the respective ancillary documents related thereto the Avista Facilities);

WHEREAS, in connection with the transactions contemplated hereby, the Company desires to amend its Certificate of Incorporation, dated January 31, 1980, as amended (the Charter), in accordance with the General Corporation Law of the State of Delaware (the DGCL), to create a new class of preferred stock of the Company designated as The Series B Senior Convertible Preferred Stock, par value $10.00 per share, having a liquidation preference of $250.00 per share, (the Preferred Stock), by filing a Certificate of Designation of the Preferred Stock (the Certificate of Designation), on the date hereof and in the form attached hereto as Exhibit A, with the office of the Secretary of State of the State of Delaware;

WHEREAS, on the terms and subject to the conditions hereinafter set forth, for the purposes of financing the Acquisition, the Company desires to issue and sell the Preferred Stock to Purchasers, and Purchasers desire to purchase and acquire the Preferred Stock from the Company; and

WHEREAS, the Purchasers and the Company intend to enter into that certain Registration Rights Agreement (as defined herein) which will set forth certain registration rights with respect to the Preferred Stock.

NOW, THEREFORE, the parties hereto agree as follows:

SECTION 1.

DEFINITIONS AND ACCOUNTING TERMS

1.1 Definitions. As used herein, defined terms used herein which are defined in the Senior Credit Agreement shall have, except where otherwise expressly set forth herein, the same respective meanings as such defined terms have in the Senior Credit Agreement, and in addition terms shall have the meanings specified herein unless the context otherwise requires:

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