EXHIBIT VI(b)
▇▇▇▇▇▇'S SHADOW WARRANT
THIS SHADOW WARRANT AND ANY SHARES ACQUIRED UPON THE EXERCISE
OF THIS SHADOW WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF
1933, AS AMENDED, AND MAY NOT BE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION
OR AN EXEMPTION THEREFROM UNDER SUCH ACT.
GEOKINETICS INC.
SHADOW WARRANT
This certifies that, for $10.00 and other good and valuable
consideration, Geokinetics Inc, a Delaware corporation (the "Company"), grants
to ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, or permitted registered assigns (the "Warrantholder"), the
right to subscribe for and purchase from the Company 296,004 validly issued,
fully paid and nonassessable shares (the "Warrant Shares") of the Company's
Common Stock, par value $0.20 per share (the "Common Stock"), at the purchase
price per share of $0.20 (the "Exercise Price"), exercisable at the times
permitted herein, all subject to the terms, conditions and adjustments set forth
in this Shadow Warrant. This Shadow Warrant is the warrant referred to as the
Holder's Shadow Warrant in that certain Securities Purchase and Exchange
Agreement of even date herewith (the "Purchase Agreement"), among the Company,
Blackhawk Investors, L.L.C., a Delaware limited liability company ("Blackhawk"),
the Warrantholder and the other Holder (as defined therein) signatory thereto.
------------------------------------------------------------------------------
Dated: New York, New York
July 18, 1997
Page 132 of 241 Pages
THIS IS A SHADOW WARRANT AGREEMENT (the "Shadow Warrant")
dated July 18, 1997, by and between GEOKINETICS INC., a Delaware corporation,
and ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇.
WHEREAS, the capitalized terms used herein have the meaning
given to such terms in Section 8; and
WHEREAS, Warrantholder, simultaneously with the acquisition of
this Shadow Warrant from the Company, is acquiring from the Company (i) 229,166
shares of Common Stock of the Company, and (ii) 7,812 shares of Series A
Preferred Stock of the Company (convertible into an aggregate of 104,160 shares
of Common Stock of the Company), which securities constitute approximately 2.6%
of the shares of Common Stock of the Company that would be outstanding upon the
consummation of the Warrantholder's acquisition of securities from the Company
(assuming the conversion of the Series A Preferred Stock of the Company into
shares of Common Stock of the Company) (excluding any shares of Common Stock
being issued in connection with the Company's acquisition of the stock of
Signature Geophysical Inc. contemporaneously with the Warrantholder's
acquisition of securities pursuant to the Purchase Agreement);
WHEREAS, immediately prior to the consummation of the
transactions contemplated by the Purchase Agreement, the Company had the
obligation to issue up to 2,076,207 shares of Common Stock pursuant to issued
and outstanding warrants (the "Subject Warrants") of the Company (other than
those certain warrants of the Company issued in April of 1997 in the names of
the Holders pursuant to a certain bridge financing transaction), and upon the
consummation of the transactions contemplated by the Purchase Agreement, such
number of shares issuable pursuant to such outstanding warrants will be
increased to 4,354,128 shares of its Common Stock (the "Exercise Shares");
WHEREAS, the parties desire that in the event of the exercise
by the holders of the Subject Warrants of their conversion rights, resulting in
the issuance of the Exercise Shares, or a portion thereof, the Warrantholder
shall have the right to acquire a number of shares of Common Stock equal to 6.8%
of the number of Exercise Shares issued and outstanding, up to a maximum of
296,004 shares of Common Stock (the "Warrant Shares"), which equals
approximately 2.6% of the sum of (i) the maximum amount of Exercise Shares and
(ii) the maximum amount of Warrant Shares hereunder and the maximum number of
warrant shares under the other Shadow Warrants of even date herewith issued
pursuant to the Purchase Agreement;
WHEREAS, all rights to acquire Warrant Shares shall become
exercisable only upon issuance of the Exercise Shares (an "Exercise Event"), to
the extent of 6.8% thereof (the "Exercise Percentage");
WHEREAS, in the event adjustments are made by their terms in
the number of Exercise Shares, similar and proportionate adjustments shall be
made in the number of Warrant Shares issued upon exercise of this Shadow Warrant
pursuant hereto; and
Page 133 of 241 Pages
WHEREAS, the parties desire that these intents and principles
be observed in the event of corporate changes or other events or conditions
which may occur which are not contemplated by this Shadow Warrant;
NOW THEREFORE, in consideration of the premises and covenants
and upon the terms and conditions hereinafter set forth, the parties agree as
follows:
1. Duration and Exercise of Shadow Warrant;
Termination; Limitation on Exercise; Payment of
Taxes.
1.1 Exercisability; Amount of Warrant Shares Subject to Shadow
Warrant. This Shadow Warrant shall be exercisable by the Warrantholder during
the Exercise Period (defined below) only upon the occurrence of an Exercise
Event and only to the extent of the Exercise Shares issued by the Company and
outstanding as a result of an Exercise Event, up to a maximum of 296,004 Warrant
Shares. The expiration, redemption, cancellation or other termination of a right
by a holder thereof to acquire Exercise Shares shall automatically reduce pro
tanto the amount of Exercise Shares and, proportionately, the Warrant Shares
hereunder. The Exercise Period (the "Exercise Period") shall commence on the
date hereof and shall terminate upon the exercise of this Shadow Warrant for the
full amount of Warrant Shares provided hereby as so reduced in accordance
herewith; provided, however, that if this Shadow Warrant shall not have been so
exercised in full it shall nevertheless expire at 5 P.M., local, New York time
on the later of the fifth anniversary of the date hereof or the first
anniversary of written notice to the Warrantholder of the issuance of the
maximum amount of Exercise Shares less any Exercise Shares the rights to which
have expired, been redeemed, canceled or otherwise terminated. On each occasion
on which an Exercise Event occurs, the Company shall give the holder of the
Shadow Warrant written notice thereof setting forth all material information
relating to the Exercise Event, including the number of Exercise Shares being
issued and the corresponding number of Warrant Shares for which the Shadow
Warrant is then exercisable and any adjustments thereto (the "Exercise Event
Notice"), within 30 days of the Company first obtaining notice of such Exercise
Event. The Warrantholder shall, at its option, exercise the Shadow Warrant for
the number of Warrant Shares set forth in the Exercise Event Notice, on or
before the earlier of the fifth anniversary of receipt of the Exercise Event
Notice or the expiration of the Exercise Period, after which time the Shadow
Warrant shall expire as to the Warrant Shares which were the subject of the
Exercise Event Notice. In the event the Shadow Warrant shall expire with respect
to all Warrant Shares for reasons other than its exercise as provided herein,
the Warrantholder agrees to surrender the Shadow Warrant to the Company on
demand.
1.2 Duration and Exercise of Shadow Warrant. This Shadow
Warrant may be exercised by the Shadow Warrantholder by (a) the surrender of
this Shadow Warrant to the Company, with a duly executed Exercise Form in a form
reasonably acceptable to the Company specifying the number of Warrant Shares to
be purchased, during normal business hours on any Business Day and (b) the
delivery of payment to the Company, for the account of the Company, by cash or
by certified or bank cashier's check, of the Exercise Price for the number of
Warrant Shares specified in the Exercise Form in lawful money of the United
States of America. The Company agrees that such Warrant Shares shall be deemed
to be issued to the Warrantholder as
-2- Page 134 of 241 Pages
the record holder of such Warrant Shares as of the close of business on the date
on which this Shadow Warrant shall have been surrendered and payment made for
the Warrant Shares as aforesaid. A stock certificate or certificates for the
Warrant Shares specified in the Exercise Form shall be delivered to the
Warrantholder as promptly as practicable thereafter. The stock certificate or
certificates so delivered shall be in such denominations as may be reasonably
specified by the Warrantholder in the Exercise Form. If this Shadow Warrant
shall have been exercised only in part, the Company shall, at the time of
delivery of the stock certificate or certificates, redeliver to the
Warrantholder the Shadow Warrant containing a notation reflecting the partial
exercise thereof and evidencing the rights to purchase the remaining Warrant
Shares, which Shadow Warrant shall in all other respects be identical with this
Shadow Warrant. No adjustments shall be made on Warrant Shares issuable on the
exercise of this Shadow Warrant for any cash dividends paid or payable to
holders of record of Common Stock prior to the date as of which the
Warrantholder shall be deemed to be the record holder of such Warrant Shares.
1.3 Payment of Taxes. The issuance of certificates for Warrant
Shares shall be made without charge to the Warrantholder for any stock transfer
or other issuance tax in respect thereto; provided, however, that the
Warrantholder shall be required to pay any and all taxes which may be payable in
respect of any transfer involved in the issuance and delivery of any certificate
in a name other than that of the then Warrantholder as reflected upon the books
of the Company.
1.4 Divisibility of Shadow Warrant. This Shadow Warrant is
divisible and may be divided into two or more Shadow Warrants, with such
amendments hereto as may appropriately effect the division thereof. Subject to
the restrictions on transfer referred to in Section 2, the Shadow Warrants may
be transferred of record in whole or in part as the then Warrantholder may
specify without charge to such Warrantholder (other than any applicable transfer
taxes).
2. Restrictions on Transfer; Restrictive Legends.
Except as otherwise permitted by this Section 2, each Shadow
Warrant shall (and each Shadow Warrant issued upon direct or indirect transfer
or in substitution for any Shadow Warrant pursuant to Section 1.4 or Section 4
shall) be stamped or otherwise imprinted with a legend in substantially the
following form:
"THIS SHADOW WARRANT AND ANY SHARES ACQUIRED UPON THE
EXERCISE OF THIS SHADOW WARRANT HAVE NOT BEEN REGISTERED UNDER
THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE
TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN
EXEMPTION THEREFROM UNDER SUCH ACT."
Notwithstanding the foregoing, the Warrantholder may require
the Company to issue a stock certificate for Warrant Shares without a Securities
Act legend, if either (i) such Warrant Shares have been registered for resale
under the Securities Act or (ii) the Warrantholder
-3- Page 135 of 241 Pages
has received an opinion of counsel reasonably satisfactory to the Company that
such registration is not required with respect to such Warrant Shares.
3. Reservation and Registration of Warrant Shares, Etc.
The Company covenants and agrees that all Warrant Shares which
are issued upon the exercise of this Shadow Warrant will, upon issuance, be
validly issued, fully paid and nonassessable and free from all taxes, liens,
security interests, charges and other encumbrances with respect to the issue
thereof, other than taxes in respect of any transfer occurring contemporaneously
with such issue. The Company further covenants and agrees that, during the
period within which this Shadow Warrant may be exercised, the Company will at
all times have authorized and reserved, and keep available free from preemptive
rights, a sufficient number of shares of Common Stock to provide for the
exercise of the rights represented by this Shadow Warrant, and will at its
expense, upon each issuance of such shares, procure such listing thereof as then
may be required on all stock exchanges on which the Common Stock is then listed.
The Company further covenants and agrees that it will, from time to time, take
all such action as may be required to assure that the par value per share of the
Warrant Shares is at all times equal to or less than the then effective Exercise
Price.
4. Exchange, Loss or Destruction of Shadow Warrant.
Subject to the terms and conditions hereof, upon surrender of
this Shadow Warrant to the Company with a duly executed Assignment Form and
funds sufficient to pay any transfer tax, the Company shall, without charge,
execute and deliver a new Shadow Warrant of like tenor in the name of the
assignee named in such Assignment Form and this Shadow Warrant shall promptly be
canceled. Upon receipt by the Company of evidence reasonably satisfactory to it
of the loss, theft, destruction or mutilation of this Shadow Warrant and, in the
case of loss, theft or destruction, of such bond or indemnification as the
Company may reasonably require, and, in the case of such mutilation, upon
surrender and cancellation of this Shadow Warrant, the Company will execute and
deliver a new Shadow Warrant of like tenor. The term "Shadow Warrant" as used in
this Agreement shall be deemed to include the Shadow Warrant issued in
substitution or exchange for this Shadow Warrant.
5. Ownership of Shadow Warrant.
The Company may deem and treat the person in whose name this
Shadow Warrant is registered as the holder and owner hereof (notwithstanding any
notations of ownership or writing hereon made by anyone other than the Company)
for all purposes and shall not be affected by any notice to the contrary, until
presentation of this Shadow Warrant for registration of transfer as provided in
Section 4.
6. Certain Adjustments.
6.1 The number of Warrant Shares purchasable upon the exercise
of this Shadow Warrant shall be subject to adjustment as follows:
-4- Page 136 of 241 Pages
(a) Reorganization, Etc. If any capital
reorganization of the Company, or any reclassification of the
Common Stock, or any consolidation of the Company with or
merger of the Company with or into any other person or any
sale, lease or other transfer of all or substantially all of
the assets of the Company to any other person, shall be
effected in such a way that the holders of Common Stock shall
be entitled to receive stock, other securities or assets
(whether such stock, other securities or assets are issued or
distributed by the Company or another person) with respect to
or in exchange for Common Stock, then, upon exercise of this
Shadow Warrant the Warrantholder shall have the right to
receive as Warrant Shares the kind and amount of stock, other
securities or assets receivable upon such reorganization,
reclassification, consolidation, merger or sale, lease or
other transfer by a holder of the number of shares of Common
Stock that such Warrantholder would have been entitled to
receive upon exercise of this Shadow Warrant had this Shadow
Warrant been exercised immediately before such reorganization,
reclassification, consolidation, merger or sale, lease or
other transfer, subject to adjustments that shall be as nearly
equivalent as may be practicable to the adjustments provided
for in this Section 6.
(b) Increases or Decreases in Exercise Shares. If, at
any time after issuance of this Shadow Warrant, the number of
Exercise Shares shall have been increased or decreased
pursuant to the provisions of the Subject Warrants, then the
Warrant Shares shall likewise be increased or reduced on a
proportionate basis so that the Warrantholder shall be
entitled to exercise this Shadow Warrant for Warrant Shares in
an amount equal to the number of Exercise Shares, as increased
or decreased at the time of such increase or reduction.
(c) Equitable Adjustments. It is the intent of this
Section that the right of the Warrantholder on one hand to
exercise this Shadow Warrant for the appropriate amount of
Warrant Shares and the right of the Company on the other hand
to protect against dilution of the other securityholders of
the Company be preserved to the extent possible so that if an
event or condition occurs as to which the provisions of this
Article are not strictly applicable, or if strictly
applicable, would not fairly protect the right of the
Warrantholder or the right of the Company in accordance with
the essential intent and principles of this Shadow Warrant,
the Board of Directors of the Company in good faith shall be
authorized to make an adjustment in the application of such
provisions, in accordance with such essential intent and
principles so as to protect such rights to the extent
feasible.
(d) Fractional Shares. No fractional shares of Common
Stock or scrip shall be issued to any Warrantholder in
connection with the exercise of this Shadow Warrant. Instead,
if any fractional shares of Common Stock would otherwise be
issuable to such Warrantholder, the Company will pay to such
Warrantholder a cash adjustment in respect of such fractional
interest in an
-5- Page 137 of 241 Pages
amount equal to that fractional interest of the Closing Price
per share of Common Stock on the date of such exercise.
As used in this Section 6.1(d), the term "Closing
Price" shall mean the closing price per share of the Company's
Common Stock on the principal national securities exchange on
which the Common Stock is listed or admitted to trading or, if
not listed or traded on any such exchange, on the National
Market System (the "National Market System") of the National
Association of Securities Dealers Automated Quotations System
("NASDAQ"), or if not listed or traded on any such exchange or
system, its last sales price on the Nasdaq Bulletin Board or,
if no sale occurred on such date, at the last "bid" price, or
if not listed or traded on any such exchange or system or
bulletin board, the average of the bid and asked price per
share on NASDAQ or, if such quotations are not available, the
fair market value per share of the Company's Common Stock as
reasonably determined by the Board of Directors of the
Company.
(e) Exercise Price Adjustment. Whenever the number of
Warrant Shares purchasable upon the exercise of the Shadow
Warrant is increased, as herein provided, the Exercise Price
payable for the exercise of this Shadow Warrant shall be
adjusted by multiplying such Exercise Price immediately prior
to such adjustment by a fraction, of which the numerator shall
be the number of Warrant Shares purchasable upon the exercise
of the Shadow Warrant immediately prior to such adjustment,
and of which the denominator shall be the number of Warrant
Shares purchasable immediately thereafter.
6.2 No Adjustment for Dividends. Except as provided in Section
6.1, no adjustment in respect of any dividends shall be made during the term of
this Shadow Warrant or upon the exercise of this Shadow Warrant.
6.3 Notice of Adjustment. Whenever the number of Exercise
Shares is adjusted, as herein provided, the Company shall promptly mail by first
class, postage prepaid, to the Warrantholder, notice of such adjustment or
adjustments and a certificate of the chief financial officer of the Company
setting forth the number of Exercise Shares and Warrant Shares after such
adjustment, setting forth a brief statement of the facts requiring such
adjustment and setting forth the computation by which such adjustment was made.
7. Certain Notifications.
7.1 Notices of Corporate Action. In the event of
(a) any taking by the Company of a record of the
holders of any class of securities for the purpose of
determining the holders thereof who are entitled to receive
any dividend or other distribution, or any right to subscribe
for, purchase or otherwise acquire any shares of stock of any
class or any other securities or property, or to receive any
other right, or
-6- Page 138 of 241 Pages
(b) any capital reorganization of the Company, any
reclassification or recapitalization of the capital stock of
the Company or any consolidation or merger involving the
Company and any other party or any transfer of all or
substantially all of the assets of the Company to any other
party, or
(c) any voluntary or involuntary dissolution
liquidation or winding-up of the Company,
the Company will mail to the Warrantholder a notice specifying (i) the date or
expected date on which any such record is to be taken for the purpose of such
dividend, distribution or right and the amount and character of any such
dividend, distribution or right and (ii) the date or expected date on which any
such reorganization, reclassification, recapitalization, consolidation, merger,
transfer, dissolution, liquidation or winding-up is to take place and the time,
if any such time is to be fixed, as of which the holders of record of Common
Stock (or other securities) shall be entitled to exchange their shares of Common
Stock (or other securities) for the securities or other property deliverable
upon such reorganization, reclassification, recapitalization, consolidation,
merger, transfer, dissolution, liquidation or winding-up. Such notice shall be
mailed at least 20 days prior to the date herein specified in the foregoing
subdivision (i) or (ii).
7.2 Pre-Merger Notification. In the event that any exercise of
this Shadow Warrant by the Warrantholder shall require the filing of a
Pre-Merger Notification with the Federal Trade Commission and/or the Department
of Justice under the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements Act of 1976, as
amended, and the rules promulgated thereunder (the "HSR Act"), each of the
Company and the Warrantholder shall use its respective reasonable efforts to
furnish, or cause to be furnished, such information and to promptly file, or
cause to be filed, such documents as may be required in order to comply with the
HSR Act and each such party will cooperate fully in order that all necessary
filings in connection therewith may be completed as soon as possible after the
determination by either party that such filing is required. In such event, each
of the Company and the Warrantholder shall use its respective reasonable efforts
to respond promptly to any request for additional information received in
connection with an HSR Act filing, and each party shall promptly notify the
other party of any such request for additional information.
8. Definitions. As used herein, unless the context otherwise
requires, the following terms have the following respective meanings:
Business Day: any day other than a Saturday, Sunday or a day
on which national banks are authorized by law to close in The City of New York,
State of New York.
Assignment Form: an Assignment Form in the form annexed hereto
as Exhibit B.
Closing Price: the meaning specified in Section 6.1(d).
Company: Geokinetics Inc., a Delaware corporation.
-7- Page 139 of 241 Pages
Exchange Act: the Securities Exchange Act of 1934, as amended,
and the rules and regulations of the SEC thereunder, all as the same shall be in
effect at the time.
Exercise Form: an Exercise Form in the form annexed hereto as
Exhibit A.
Exercise Event: the meaning specified in the preambles.
Exercise Event Notice: the meaning specified in Section 1.1.
Exercise Percentage: the meaning specified in the preambles.
Exercise Period: the meaning specified in Section 1.1.
Exercise Price: the meaning specified on the cover of this
Shadow Warrant.
Exercise Shares: the meaning specified in the preambles.
NASDAQ: the meaning specified in Section 6.1(d).
National Market System: the meaning specified in Section
6.1(d).
Purchase Agreement: the meaning set forth on the cover page of
this Shadow Warrant.
SEC: the Securities and Exchange Commission or any other
federal agency at the time administering the Securities Act or the Exchange Act,
whichever is the relevant statute for the particular purpose.
Securities Act: the Securities Act of 1933, as amended, and
the rules and regulations of the commission thereunder, all as the same shall be
in effect at the time.
Series A Preferred Stock: means that series of Preferred Stock
of the Company created and designated pursuant to the Certificate of Designation
of Series A Convertible Preferred Stock of the Company, in the form of Exhibit A
to the Purchase Agreement.
Shadow Warrant: the meaning specified in the preambles hereto.
Warrantholder: the meaning specified on the cover of this
Shadow Warrant.
Warrant Shares: the meaning specified on the cover of this
Shadow Warrant and in the preambles.
9. Miscellaneous.
-8- Page 140 of 241 Pages
9.1 Entire Agreement. This Shadow Warrant constitutes the
entire agreement between the Company and the Warrantholder with respect to the
Shadow Warrant.
9.2 Binding Effects; Benefits. This Shadow Warrant shall inure
to the benefit of and shall be binding upon the Company and the Warrantholder
and their respective heirs, legal representatives, successors and assigns.
Nothing in this Shadow Warrant, expressed or implied, is intended to or shall
confer on any person other than the Company and the Warrantholder, or their
respective heirs, legal representatives, successors or assigns, any rights,
remedies, obligations or liabilities under or by reason of this Shadow Warrant.
9.3 Amendments and Waivers. This Shadow Warrant may not be
modified or amended except by an instrument or instruments in writing signed by
(i) the Company and (ii) the holder of this Shadow Warrant. Either the Company
or the holder of this Shadow Warrant may, by an instrument in writing, waive
compliance by the other party with any term or provision of this Shadow Warrant
on the part of such other party hereto to be performed or complied with. The
waiver by any such party of a breach of any term or provision of this Shadow
Warrant shall not be construed as a waiver of any subsequent breach.
9.4 Section and Other Headings. The section and other headings
contained in this Shadow Warrant are for reference purposes only and shall not
be deemed to be a part of this Shadow Warrant or to affect the meaning or
interpretation of this Shadow Warrant.
9.5 Further Assurances. Each of the Company and the
Warrantholder shall do and perform all such further acts and things and execute
and deliver all such other certificates, instruments and documents as the
Company or the Warrantholder may, at any time and from time to time, reasonably
request in connection with the performance of any of the provisions of this
Shadow Warrant.
9.6 Notices. All notices and other communications required or
permitted to be given under this Shadow Warrant shall be in writing and shall be
deemed to have been duly given if delivered personally or sent by United States
mail, postage prepaid, to the parties hereto at the following addresses or to
such other address as any party hereto shall hereafter specify by notice to the
other party hereto:
(a) if to the Company, addressed to:
Geokinetics Inc.
Marathon Oil Tower
▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇,
▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇
Telecopier No.: (▇▇▇) ▇▇▇-▇▇▇▇
Attention: Chairman
(b) if to the Warrantholder, addressed to the
address of such Warrantholder appearing on the books of the
Company.
-9- Page 141 of 241 Pages
Except as otherwise provided herein, all such notices and communications shall
be deemed to have been received on the date of delivery thereof, if delivered
personally, or on the third Business Day after the mailing thereof.
9.7 Separability. Any term or provision of this Shadow Warrant
which is invalid or unenforceable in any jurisdiction shall, as to such
jurisdiction, be ineffective to the extent of such invalidity or
unenforceability without rendering invalid or unenforceable the terms and
provisions of this Shadow Warrant or affecting the validity or enforceability of
any of the terms or provisions of this Shadow Warrant in any other jurisdiction.
9.8 Governing Law. This Shadow Warrant shall be deemed to be a
contract made under the laws of the State of Delaware and for all purposes shall
be governed by and construed in accordance with the laws of such State
applicable to such agreements made and to be performed entirely within such
State.
9.9 No Rights or Liabilities as Stockholder. Nothing contained
in this Shadow Warrant shall be determined as conferring upon the Warrantholder
any rights as a stockholder of the company or as imposing any liabilities on the
Warrantholder to purchase any securities, whether such liabilities are asserted
by the Company or by creditors or stockholders of the Company or otherwise.
IN WITNESS WHEREOF, the parties hereto have caused this Shadow
Warrant to be signed by their duly authorized officers.
GEOKINETICS INC.
By:/s/ ▇▇▇ ▇. ▇▇▇▇▇
-----------------------------
Name: ▇▇▇ ▇. ▇▇▇▇▇
Title: President
/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
-----------------------------
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Dated: July 18, 1997
-10- Page 142 of 241 Pages
Exhibit A
THIS SHADOW WARRANT AND ANY SHARES ACQUIRED UPON EXERCISE OF THIS SHADOW WARRANT
HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY
NOT BE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR ANY EXEMPTION
THEREFROM UNDER SUCH ACT.
EXERCISE FORM
(To be executed upon exercise of this Shadow Warrant)
The undersigned hereby irrevocably elects to exercise the right,
represented by this Warrant, to purchase ____________ of the Warrant Shares and
herewith tenders payment for such Warrant Shares to the order of Geokinetics
Inc. in the amount of $________ in accordance with the terms of this Shadow
Warrant. The undersigned requests that a certificate for such Warrant Shares be
registered in the name of the undersigned and that such certificate be delivered
to the undersigned's address below.
The undersigned represents that it is acquiring such Warrant Shares for
its own account for investment and not with a view to or for sale in connection
with any distribution thereof (subject, however, to any requirement of law that
the disposition thereof shall at all times be within its control).
Dated: ______________________
Signature: _____________________________________
(Print Name)
-------------------------------------
(Street Address)
-------------------------------------
(City) (State) (Zip Code)
Signed in the presence of:
--------------------------
-11- Page 143 of 241 Pages
Exhibit B
THIS SHADOW WARRANT AND ANY SHARES ACQUIRED UPON EXERCISE OF THIS SHADOW WARRANT
HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY
NOT BE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR ANY EXEMPTION
THEREFROM UNDER SUCH ACT.
FORM OF ASSIGNMENT
For value received, the undersigned registered holder of the within
Shadow Warrant hereby sells, assigns and transfers unto
________________________________ the rights represented by such Shadow Warrant
to purchase initially up to 296,004 shares of Common Stock of Geokinetics Inc.
to which such Shadow Warrant relates and all other rights of the Warrantholder
under the within Shadow Warrant, and appoints ________________________ Attorney
to make such transfer on the books of Geokinetics Inc. maintained for such
purpose, with full power of substitution in the premises.
Dated: ______________________
Signature: _____________________________________
(Print Name)
-------------------------------------
(Street Address)
-------------------------------------
(City) (State) (Zip Code)
Signed in the presence of:
--------------------------
-12- Page 144 of 241 Pages