X0303 4 2010-12-14 0000314606 GEOKINETICS INC GOK 0000902053 PETROLEUM GEO SERVICES ASA STRANDVEIEN 4 P.O. BOX 89 N-1326 LYSAKER Q8 NORWAY 0 0 1 0 Series D Junior Preferred Stock 2010-12-14 4 P 0 40000 A 40000 I See footnote Warrant to Purchase Common Stock (right to buy) 9.64 2010-12-14 4 P 0 1165000 A 2010-12-14 2016-12-15 Common Stock 1165000 1165000 D Pursuant to the Series D and Warrant Purchase Agreement dated as of December 14, 2010 (the "Purchase Agreement") by and among Geokinetics Inc. ("Geokinetics"), Petroleum Geo-Services ASA ("PGS ASA"), Petroleum Geo-Services, Inc. ("PGS Inc.") and the other purchasers identified therein, (i) PGS Inc. purchased 40,000 shares of Series D Junior Preferred Stock of Geokinetics (the "Series D Preferred Stock") and (ii) PGS ASA purchased warrants to purchase up to 1,165,000 shares of Common Stock of Geokinetics (the "Warrants") in exchange for the aggregate purchase price of $10,000,000. On or before December 31, 2010, an allocation of the purchase price between the Series D Preferred Stock and the Warrants will be determined among the parties to the Purchase Agreement. The Series D Preferred Stock is owned directly by PGS Inc., and indirectly by PGS ASA as the parent of PGS Inc. /s/ Jostein Ueland 2010-12-16