Common use of Conditions of the Underwriters’ Obligations Clause in Contracts

Conditions of the Underwriters’ Obligations. The obligations of the several Underwriters to purchase and pay for the Firm Securities shall be subject, in the Representatives' sole discretion, to the accuracy of the representations and warranties of the parties hereto contained herein as of the date hereof and as of the Firm Closing Date, as if made on and as of the Firm Closing Date, to the accuracy of the statements of the Company and the Selling Securityholders made pursuant to the provisions hereof, to the performance by the parties hereto of their respective covenants and agreements hereunder and to the following additional conditions: (a) If the Original Registration Statement or any amendment thereto filed prior to the Firm Closing Date has not been declared effective as of the time of execution hereof, the Original Registration Statement or such amendment and, if the Company has elected to rely upon Rule 462(b), the Rule 462(b) Registration Statement shall have been declared effective not later than the earlier of (i) 11:00 A.M., New York time, on the date on which the amendment to the registration statement originally filed with respect to the Securities or to the Registration Statement, as the case may be, containing information regarding the initial public offering price of the Securities has been filed with the Commission and (ii) the time confirmations are sent or given as specified by Rule 462(b)(2), or with respect to the Original Registration Statement, or such later time and date as shall have been consented to by the Representatives; if required, the Prospectus or any Term Sheet that constitutes a part thereof and any amendment or supplement thereto shall have been filed with the Commission in the manner and within the time period required by Rules 434 and 424(b) under the Act; no stop order suspending the effectiveness of the Registration Statement or any amendment thereto shall have been issued, and no proceedings for that purpose shall have been instituted or threatened or, to the knowledge of the Company or the Representatives, shall be contemplated by the Commission; and the Company shall have complied with any request of the Commission for additional information (to be included in the Registration Statement or the Prospectus or otherwise). (b) The Representatives shall have received an opinion, dated the Firm Closing Date, of Gardere Wynnx Xxxxxx & Xiggx, X.L.P., counsel for the Company, Seitel and EHI, to the effect that: (i) the Company and each of Eagle Geophysical Onshore, Inc., a Delaware corporation, and Eagle Geophysical Offshore, Inc. (formerly known as Horizon Seismic,

Conditions of the Underwriters’ Obligations. The obligations of the several Underwriters to purchase and pay for the Firm Securities shall be subject, in the Representatives' sole discretion, subject to the accuracy of the representations and warranties on the part of the parties hereto Company and the Guarantor contained herein as of the date hereof Time of Sale and as of the Firm Closing Date, as if made on and as of the Firm Closing Date, to the accuracy of the statements of the Company and the Selling Securityholders Guarantor made in any certificates delivered to the Underwriters pursuant to the provisions hereof, to the performance by the parties hereto Company and the Guarantor of their respective covenants and agreements obligations hereunder at or prior to the Closing Date and to the following additional conditions: (a) If the Original Registration Statement or any amendment thereto filed prior to the Firm Closing Date has not been declared effective as of the time of execution hereof, the Original Registration Statement or such amendment and, if the Company has elected to rely upon Rule 462(b), the Rule 462(b) Registration Statement shall have been declared effective not later than the earlier of (i) 11:00 A.M., New York time, on the date on which the amendment to the registration statement originally filed with respect to the Securities or to the Registration Statement, as the case may be, containing information regarding the initial public offering price of the Securities has The Canadian Final Prospectus shall have been filed with the Commission Reviewing Authority under the Shelf Procedures and (ii) the time confirmations are sent or given as specified by Rule 462(b)(2), or with respect to the Original Registration Statement, or such later time and date as shall have been consented to by the Representatives; if required, the U.S. Final Prospectus or any Term Sheet that constitutes a part thereof and any amendment or supplement thereto shall have been filed with the Commission in pursuant to General Instruction II.K of Form F-9; the manner final term sheets contemplated by Section 5(b) hereof, and within any other material required to be filed by the time period required by Rules 434 and 424(bCompany or the Guarantor pursuant to Rule 433(d) under the Act, shall have been filed with the Commission within the applicable time periods prescribed for such filings by Rule 433; and no stop order suspending the effectiveness of the Registration Statement or the use of any amendment thereto prospectus relating to the Securities or of any notice objecting to its use shall have been issued, issued and no proceedings for that purpose shall have been instituted or threatened orby the Commission. (b) At the Closing Date, each Underwriter shall have received a signed opinion of Osler, Xxxxxx & Harcourt LLP, Canadian counsel for the Underwriters, dated as of the Closing Date, with respect to such customary matters as the Underwriters may reasonably require. In giving such opinion, such counsel may rely, as to all matters governed by the laws of jurisdictions other than the Province of Ontario and the federal laws of Canada applicable therein, upon the opinions of counsel satisfactory to the Underwriters and as to legal matters pertaining to the Company and the Guarantor upon the opinion of counsel for the Company and the Guarantor. Such counsel may also state that, insofar as such opinion involves factual matters, they have relied, to the knowledge extent they deem proper, upon certificates of officers of the Company or the Representatives, shall be contemplated by Guarantor and upon certificates of public officials. Such counsel may further state that they express no opinion as to the Commission; Communications Statutes and the Company shall have complied with any request of the Commission for additional information (to be included in the Registration Statement or the Prospectus or otherwise)related matters. (bc) The Representatives At the Closing Date, each Underwriter shall have received an opiniona signed opinion and letter of Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP, United States counsel for the Underwriters, dated as of the Firm Closing Date, with respect to such customary matters as the Underwriters may reasonably require. Such counsel may state that, insofar as such opinion involves factual matters, they have relied, to the extent they deem proper, upon certificates of Gardere Wynnx Xxxxxx officers of the Company or the Guarantor and upon certificates of public officials. Such counsel may further state that they express no opinion as to the Communications Statutes and related matters. (d) At the Closing Date, each Underwriter shall have received a signed opinion and letter of Davies Xxxx Xxxxxxxx & XiggxXxxxxxxx LLP, X.L.P.Canadian counsel for the Company and the Guarantor, dated as of the Closing Date, in a form and with respect to such customary matters as may be reasonably satisfactory to the Underwriters. In giving such opinion, such counsel may rely, as to all matters governed by the laws of jurisdictions other than the Province of Ontario and the federal laws of Canada applicable therein, upon the opinions of counsel satisfactory to the Underwriters. Such counsel may also state that, insofar as such opinion involves factual matters, they have relied, to the extent they deem proper, upon certificates of officers of the Company or the Guarantor and upon certificates of public officials. Such counsel may further state that they express no opinion as to the Communications Statutes and related matters. (e) At the Closing Date, each Underwriter shall have received a signed opinion and letter of Cravath, Swaine & Xxxxx LLP, United States counsel for the Company and the Guarantor, dated as of the Closing Date, in a form and with respect to such customary matters as may be reasonably satisfactory to the Underwriters. Such counsel may state that, insofar as such opinion involves factual matters, they have relied, to the extent they deem proper, upon certificates of officers of the Company or the Guarantor and upon certificates of public officials. Such counsel may further state that they express no opinion as to the Communications Statutes and related matters. (f) At the Closing Date, the Underwriters shall have received a certificate from Xxxxxxx Xxxxxxxxx, Executive Vice-President and Chief Financial Officer of the Company, dated as of the Closing Date, in form and substance satisfactory to the Underwriters and counsel for the Underwriters, to the effect set forth in Annex A hereto. In delivering such certificate, such officer may rely, to the extent he deems appropriate in the circumstances, upon certificates of officers of the Company or the Guarantor and upon certificates of public officials. (g) At the Closing Date, the Underwriters shall have received a certificate of any two Vice Presidents of the Company and any Vice President of the Guarantor, in each case dated as of the Closing Date, to the effect that the signers of such certificate have examined the Registration Statement, the Disclosure Package, the Canadian Final Prospectus, the U.S. Final Prospectus and any supplements or amendments thereto, as well as each electronic road show used in connection with the offering of the Securities, the Securities, the Guarantees, the Indenture and this Agreement and that, to the best of such signer’s knowledge after due investigation and not in a personal capacity: (1) the Disclosure Package, as of the Time of Sale, did not contain an untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, (2) there has not been, since the dates as of which information is given in the Disclosure Package, the Canadian Final Prospectus and the U.S. Final Prospectus, a Material Adverse Change, (3) the Company or the Guarantor, as applicable, has in all material respects complied with all agreements and satisfied all conditions to be performed or satisfied by it under this Agreement at or prior to the Closing Date and (4) the other representations and warranties of the Company or the Guarantor, as applicable, set forth in Section 1(a) hereof are true and correct as though expressly made at and as of the Closing Date. (h) At the Time of Sale and at the Closing Date, the Underwriters shall have received from KPMG LLP a letter, in form and substance reasonably satisfactory to the Underwriters, containing statements and information of the type ordinarily included in accountant’s “comfort letters” to underwriters with respect to the financial statements and certain financial information contained in the Disclosure Package, and, with respect to the letter delivered on the Closing Date, the Canadian Final Prospectus and the U.S. Final Prospectus. (i) Subsequent to the Time of Sale and prior to the Closing Date, there shall not have been any downgrading, nor any notice given of any intended or potential downgrading or of a possible change that does not indicate the direction of the possible change, in the rating accorded any of the Company’s long term debt, including the Securities, by Standard and Poor’s Ratings Group, a division of The XxXxxx-Xxxx Companies, Inc., Xxxxx’x Investors Service, Inc., Fitch IBCA or, in each case, any successor to the rating agency business thereof. (j) At the Closing Date, counsel for the CompanyUnderwriters shall have been furnished with all such documents, Seitel certificates and EHIopinions as they may reasonably request for the purpose of enabling them to pass upon the issuance and sale of the Securities as contemplated in this Agreement and the matters referred to in Section 7(b) and Section 7(c) and in order to evidence the accuracy and completeness of any of the representations, warranties or statements of the Company or the Guarantor, the performance of any of the agreements of the Company or the Guarantor, or the fulfillment of any of the conditions herein contained. (k) Prior to the effect that: (i) Closing Date, the Securities shall be eligible for clearance and settlement through DTC. If any of the conditions specified in this Section 7 shall not have been fulfilled when and as required by this Agreement, this Agreement may be terminated by the Underwriters on notice to the Company and each of Eagle Geophysical Onshore, Inc., a Delaware corporationat any time at or prior to the Closing Date, and Eagle Geophysical Offshoresuch termination shall be without liability of any party to any other party except as provided in Section 6 hereof. Notwithstanding any such termination, Inc. (formerly known as Horizon Seismic,the provisions of Sections 1, 6, 8, 9 and 10 hereof shall remain in effect.

Conditions of the Underwriters’ Obligations. The obligations of the several Underwriters to purchase and pay for the Firm Securities shall be subject, in the Representatives' sole discretion, Underwriter hereunder are subject to the accuracy of the representations and warranties of the parties hereto contained Company and the Selling Shareholders set forth herein as of the date hereof hereof, the Closing Date and as of the Firm Additional Closing Date, as if made on and as of the Firm Closing Datecase may be, to the accuracy of the statements of the Company Company’s directors and the Selling Securityholders made pursuant to the provisions hereofofficers, to the performance by the parties hereto Company of their respective covenants and agreements its obligations hereunder and to the following additional conditionsconditions precedent, except to the extent expressly waived in writing by the Underwriter: (a) If the Original Registration Statement or any amendment thereto filed registration statement as amended to date has not become effective prior to the Firm Closing Date has not been declared effective as execution of the time of execution hereofthis Agreement, the Original Registration Statement or such amendment and, if the Company has elected to rely upon Rule 462(b), the Rule 462(b) Registration Statement registration statement shall have been declared effective not later than the earlier of (i) 11:00 A.M.5:30 p.m., New York Washington, D.C. time, on the date on which the amendment to the registration statement originally filed with respect to the Securities or to the Registration Statement, as the case may be, containing information regarding the initial public offering price of the Securities has been filed with the Commission and (ii) the time confirmations are sent or given as specified by Rule 462(b)(2), or with respect to the Original Registration Statement, this Agreement or such later date and/or time and date as shall have been consented to by the Representatives; if Underwriter in writing and any registration statement pursuant to Rule 462(b) required in connection with the offering and sale of the Shares shall have been filed and become effective no later than 10:00 P.M., New York City time, on the date of this Agreement or such later date and/or time as shall have been consented to by the Underwriter in writing. If required, the Prospectus or any Term Sheet that constitutes a part thereof and any amendment or supplement thereto shall have been filed with the Commission in the manner and pursuant to Rule 424(b) within the applicable time period required by Rules 434 prescribed for such filing and 424(bin accordance with Section 6(a) under the Actof this Agreement; no stop order suspending the effectiveness of the Registration Statement or any amendment thereto part thereof shall have been issued, issued and no proceedings for that purpose shall have been instituted or instituted, threatened or, to the knowledge of the Company or Company, the RepresentativesSelling Shareholders and the Underwriter, shall be contemplated by the Commission; and all requests for additional information on the Company shall have complied with any request part of the Commission for additional information (shall have been complied with to be included in the Registration Statement or the Prospectus or otherwise)Underwriter’s satisfaction. (b) The Representatives Underwriter shall have received a copy of an executed lock-up agreement from the Company, the Selling Shareholders and each of the Company’s and its Subsidiaries’ executive officers and directors in the form attached hereto as Exhibit A. (c) The Underwriter shall have received an opinion, dated as of the Firm Closing Date, or the Additional Closing Date, as the case may be, of Gardere Wynnx Xxxxxx Xxxxx, Xxxx & XiggxX’Xxxxxxxx, X.L.P.P.C., counsel to the Company, addressed to the Underwriter, in form and substance satisfactory to the Underwriter and Xxxxxxx LLP, counsel to the Underwriter, in the form set forth in Exhibit B hereto. (d) The Underwriter shall have received an opinion, dated as of the Closing Date, from counsel for the Selling Shareholders, addressed to the Underwriter, in form and substance satisfactory to the Underwriter and Xxxxxxx LLP, counsel to the Underwriter, in the form set forth in Exhibit C. (e) Xxxxxxx LLP, counsel for the CompanyUnderwriter, Seitel and EHI, shall have furnished to the Underwriter such opinion or opinions, dated as of the Closing Date and the Additional Closing Date, as the case may be, with respect to such matters as the Underwriter may reasonably request, and the Company and the Selling Shareholders shall have furnished to such counsel such documents as they request for the purpose of enabling them to pass upon such matters. In rendering such opinions, such counsel may rely on the opinion of Xxxxx, Xxxx & X’Xxxxxxxx, P.C. In rendering such opinion, Xxxxxxx LLP may assume, when appropriate, that the internal laws of the Commonwealth of Massachusetts are identical in all material respects to the internal laws of the State of Maryland. (f) The Underwriter shall have received from BDO Xxxxxxx LLP, independent public accountants, in form and substance satisfactory to the Underwriter, letters dated as of the date hereof, the Closing Date and the Additional Closing Date, as the case may be, containing statements and information of the type ordinarily included in accountants’ “comfort letters” to underwriters with respect to the financial statements and certain financial information contained in the Registration Statement and Prospectus. (g) Since the date of the latest audited financial statements included in the Prospectus, neither the Company nor any of its Subsidiaries shall have sustained any Material Adverse Effect, or any development involving a prospective Material Adverse Effect, shall occur or become known the effect thatof which, in either such case, in the Underwriter’s judgment makes it impracticable or inadvisable to proceed with the purchase, sale and delivery of the Shares being delivered at the Closing Date or the Additional Closing Date, as the case may be, as contemplated by the Registration Statement, as amended as of the date hereof. (h) Subsequent to the time of execution of this Agreement, there shall not have occurred any of the following: (i) any suspension or limitation in trading in securities generally on the New York Stock Exchange, The Nasdaq Stock Market, The Nasdaq SmallCap Market and/or the American Stock Exchange or any setting of minimum or maximum prices for trading on such exchange or stock market; (ii) any suspension of or limitation in trading in the Common Shares by the Commission or The Nasdaq SmallCap Market; (iii) any change in the capital stock or long-term debt of the Company or any Subsidiary (other than as contemplated by this Agreement) shall occur or become known; (iv) any material adverse change, or any development involving a prospective material adverse change, in the ability of the Company or its Subsidiaries to conduct their respective businesses (whether by reason of any court, legislative, other governmental action, order, decree or otherwise), or in the general affairs, condition (financial or otherwise), business, prospects, properties, management, financial position or earnings, results of operations or net worth of the Company or its Subsidiaries, whether or not arising from transactions in the ordinary course of business; (v) a loss material or substantial to the Company or any of its direct or indirect subsidiaries by reason of labor dispute, strike, flood, fire, accident, hurricane, earthquake, theft, sabotage or other calamity or malicious act, whether or not such loss shall have been insured, or from any court or governmental action, order or decree, or any material adverse change in the financial or securities markets in the United States or in political, financial or economic conditions in the United States or any outbreak or escalation of hostilities involving the United States, declaration by the United States of a national emergency or war or any other national or international calamity, crisis or emergency the effect of which, in the Underwriter’s judgment, makes it impracticable or inadvisable to proceed with the purchase, sale and delivery of the Shares being delivered at the Closing Date or the Additional Closing Date, as the case may be, as contemplated by the Registration Statement, as amended as of the date hereof; (vi) a general moratorium on commercial banking activities declared by either federal, New York State, Massachusetts Commonwealth or Maryland State authorities or a material disruption in commercial banking or securities settlement or clearance services in the United States; or (vii) any downgrading, or any notice or announcement shall have been given or made of (A) any intended or potential downgrading, or (B) any watch, review or possible change that does not indicate an affirmation or improvement in the rating accorded any securities of or guaranteed by the Company by any “nationally recognized statistical rating organization,” as that term is defined in Rule 436(g)(2) under the Act. (i) No Prospectus or amendment or supplement to the Registration Statement or the Prospectus shall have been filed to which you object in writing. (j) Prior to the time of purchase, and, if applicable, the additional time of purchase, (i) no stop order with respect to the effectiveness of the Registration Statement shall have been issued under the Securities Act or proceedings initiated under Section 8(d) or 8(e) of the Securities Act; (ii) the Registration Statement and all amendments thereto shall not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they are made, not misleading; and (iii) the Prospectus and all amendments or supplements thereto shall not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they are made, not misleading. (k) The Company shall have furnished to the Underwriter on the Closing Date and the Additional Closing Date, as the case may be, a certificate, satisfactory to the Underwriter, signed by the chief executive officer and the chief financial officer of the Company, dated as of the Closing Date or the Additional Closing Date, as the case may be, in the form attached as Exhibit D hereto. (l) Each of the Selling Shareholders shall have furnished to the Underwriter on the Closing Date, a certificate, satisfactory to the Underwriter, signed by such Selling Shareholder, dated as of the Closing Date, in the form attached as Exhibit E hereto. (m) The representations and warranties of the Company and each the Selling Shareholders in this Agreement and in the certificates delivered by the Company and the Selling Shareholders pursuant to this Agreement shall be true and correct in all material respects when made and on and as of Eagle Geophysical Onshorethe Closing Date and the Additional Closing Date, Inc., a Delaware corporationas if made at such time, and Eagle Geophysical Offshorethe Company and the Selling Shareholders shall have performed all covenants and agreements and satisfied all conditions contained in this Agreement required to be performed or satisfied by the Company and the Selling Shareholders on or before the Closing Date or Additional Closing Date, Inc. as the case may be. (formerly known n) The Shares shall have been registered for sale, or subject to an available exemption from such registration, under the blue sky laws of such jurisdictions as Horizon Seismic,shall have been reasonably specified by the Underwriter. (o) The Shares shall have been approved for listing on The Nasdaq SmallCap Market, subject only to notice of issuance at or prior to the Closing Date or the Additional Closing Date, as the case may be. (p) Prior to the Closing Date and the Additional Closing Date, the Company and the Selling Shareholders shall have furnished to the Underwriter such further information, certificates and documents as the Underwriter may reasonably request in connection with the offering of the Shares. If any condition specified in this Section 9 shall not have been fulfilled when and as required to be fulfilled, this Agreement may be terminated by the Underwriter by notice to the Company and the Selling Shareholders at any time without liability on the part of the Underwriter, the Selling Shareholders or the Company, except for expenses to be paid by the Company and the Selling Shareholders pursuant to Section 8 hereof or reimbursed by the Company or the Selling Shareholders pursuant to Section 11 and except to the extent provided in Section 10.

Conditions of the Underwriters’ Obligations. The obligations of the several Underwriters to purchase and pay for the Firm Securities shall be subject, in the Representatives' sole discretion, hereunder are subject to the accuracy of the representations and warranties of the parties hereto contained Company herein as of the date hereof and as of the Firm Closing Date, as if made on and as of the Firm Closing Date, to the accuracy of the statements of the Company and the Selling Securityholders made pursuant to the provisions hereofcontained, to the performance by the parties hereto Company of their respective covenants and agreements hereunder its obligations hereunder, and to the following additional further conditions: (a) If At Closing Time no stop order suspending the Original Registration Statement or any amendment thereto filed prior to the Firm Closing Date has not been declared effective as effectiveness of the time of execution hereof, the Original Registration Statement or such amendment and, if the Company has elected to rely upon Rule 462(b), the Rule 462(b) Registration Statement shall have been declared effective not later than issued under the earlier of (i) 11:00 A.M., New York time, on the date on which the amendment to the registration statement originally filed with respect to the Securities 1933 Act or to the Registration Statement, as the case may be, containing information regarding the initial public offering price of the Securities has been filed with the Commission and (ii) the time confirmations are sent proceedings therefor initiated or given as specified by Rule 462(b)(2), or with respect to the Original Registration Statement, or such later time and date as shall have been consented to threatened by the Representatives; if required, Commission. A prospectus containing the Prospectus or any Term Sheet that constitutes a part thereof and any amendment or supplement thereto Rule 430B Information shall have been filed with the Commission in the manner and within the time period required by Rules 434 and Rule 424(b) under without reliance on Rule 424(b)(8) (or a post-effective amendment providing such information shall have been filed and become effective in accordance with the requirements of Rule 430B) and any required filing of each Issuer Free Writing Prospectus pursuant to Rule 433 has been made in the manner and within the time period required by Rule 433(d). (b) At Closing Time the Representatives shall have received the favorable opinion, dated as of Closing Time, of Xxxxxxxx & Worcester LLP, counsel for the Company, in form and substance reasonably satisfactory to counsel for the Underwriters, together with signed or reproduced copies of such letter for each of the other Underwriters to the effect set forth in Exhibit A hereto. In rendering their opinion, Xxxxxxxx & Worcester LLP may rely upon an opinion, dated as of Closing Time, of Xxxxxxx LLP as to matters governed by Maryland law, provided that such reliance is expressly authorized by such opinion. In addition, in rendering such opinion, such counsel may state that their opinion as to laws of the State of Delaware is limited to the Delaware General Corporation Law, the Delaware Revised Uniform Limited Partnership Act and the Delaware Limited Liability Company Act; no stop order suspending , that their opinions, if any, with respect to subsidiaries organized in jurisdictions other than Massachusetts or Delaware are based on their review of statutes of such jurisdictions comparable to such Delaware statutes, and that their opinion with respect to the effectiveness qualification of the Company and its subsidiaries to do business in jurisdictions other than their respective jurisdictions of organization is based solely upon certificates to such effect issued by an appropriate official of the applicable jurisdictions. (c) At Closing Time the Representatives shall have received the favorable opinion, dated as of Closing Time, of Xxxxxxx LLP, special Maryland counsel for the Company, in form and substance reasonably satisfactory to counsel for the Underwriters, together with signed or reproduced copies of such letter for each of the other Underwriters to the effect set forth in Exhibit B hereto. (d) The Representatives shall have received at Closing Time an opinion, dated as of Closing Time, of Sidley Austin LLP, counsel for the Underwriters, together with signed or reproduced copies of such letter for each of the other Underwriters, in form and substance reasonably satisfactory to the Representatives. In rendering their opinion as aforesaid, Sidley Austin LLP may rely upon an opinion, dated as of Closing Time, of Xxxxxxx LLP as to matters governed by Maryland law, and the opinion of Xxxxxxxx & Worcester LLP referred to above as to matters governed by Massachusetts law. In addition, in rendering such opinion, such counsel may state that its opinion as to laws of the State of Delaware is limited to the Delaware General Corporation Law. (e) At Closing Time (i) the Registration Statement or any amendment thereto and the Prospectus shall have been issuedcontain all statements which are required to be stated therein in accordance with the 1933 Act and the 1933 Act Regulations and in all material respects shall conform to the requirements of the 1933 Act and the 1933 Act Regulations, and neither the Registration Statement nor the Prospectus shall contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading and no action, suit or proceeding at law or in equity shall be pending or to the knowledge of the Company threatened against the Company which would be required to be set forth in the Prospectus other than as set forth therein, (ii) there shall not have been, since the respective dates as of which information is given in the Registration Statement, the Prospectus or the General Disclosure Package, any material adverse change in the condition, financial or otherwise, of the Company and its subsidiaries, taken as a whole, or in their earnings, business affairs or business prospects, whether or not arising in the ordinary course of business from that set forth in the Registration Statement, the Prospectus, or the General Disclosure Package, and (iii) no proceedings for that purpose shall have been instituted or threatened be pending or, to the knowledge of the Company, threatened against the Company before or by any federal, state or other commission, board or administrative agency wherein an unfavorable decision, ruling or finding would materially and adversely affect the Representativesbusiness, shall be contemplated by property, financial condition or income of the CommissionCompany other than as set forth in the Prospectus; and the Company Representatives shall have complied with any request received, at Closing Time, a certificate of the Commission for additional President and Chief Operating Officer and the Chief Financial Officer of the Company, dated as of Closing Time, evidencing compliance with the provisions of this subsection (e) and stating that the representations and warranties set forth in Section 1(a) hereof are accurate as though expressly made at and as of Closing Time. (f) At Closing Time, there shall not have been, since the respective dates as of which information (to be included is given in the Registration Statement and the Prospectus, or since the Prospectus respective dates as of which information is given in the General Disclosure Package, any material adverse change in the business, operations, earnings, prospects, properties or condition (financial or otherwise) of the Manager, whether or not arising in the ordinary course of business; and the Representatives shall have received, at Closing Time, a certificate of the President of the Manager evidencing compliance with this subsection (f). (bg) The Representatives Concurrently with the execution and delivery of this Agreement, and at Closing Time prior to payment and delivery of the Notes, Ernst & Young LLP shall have received an opinionfurnished to the Representatives a letter, dated the Firm date of its delivery, addressed to the Underwriters and in form and substance satisfactory to the Representatives, confirming that they are an independent registered public accounting firm with respect to the Company as required by the 1933 Act and the 1933 Act Regulations and with respect to the financial and other statistical and numerical information contained in the Registration Statement and the Prospectus or incorporated by reference therein. Each such letter shall contain information of the type customarily included in accountants’ comfort letters to underwriters. (h) At Closing Date, of Gardere Wynnx Xxxxxx & Xiggx, X.L.P., Time counsel for the CompanyUnderwriters shall have been furnished with such documents and opinions as they may reasonably require for the purpose of enabling them to pass upon the issuance and sale of the Notes as herein contemplated and related proceedings, Seitel or in order to evidence the accuracy of any of the representations or warranties, or the fulfillment of any of the conditions, herein contained; and EHI, all proceedings taken by the Company in connection with the issuance and sale of the Notes as herein contemplated shall be reasonably satisfactory in form and substance to the effect that:Representatives and counsel for the Underwriters. (i) Subsequent to the execution and delivery of this Agreement and prior to Closing Time, there shall not have occurred any downgrading, nor shall any notice have been given of (i) any intended or potential downgrading or (ii) any review or possible change that indicates anything other than a stable outlook, in the rating accorded any securities of or guaranteed by the Company by any “nationally recognized statistical rating organization,” as such term is defined for purposes of Rule 436(g)(2) under the 1933 Act; and each of Eagle Geophysical Onshorethe Notes shall be rated BBB by Standard and Poor’s Ratings Services and Baa2 by Xxxxx’x Investors Service, Inc.Inc. If any condition specified in this Section 5 shall not have been fulfilled when and as required to be fulfilled, a Delaware corporationthis Agreement may be terminated by the Representatives by notice to the Company at any time at or prior to Closing Time, and Eagle Geophysical Offshore, Inc. (formerly known such termination shall be without liability of any party to any other party except as Horizon Seismic,provided in Section 4 hereof.

Conditions of the Underwriters’ Obligations. The obligations of the several Underwriters to purchase and pay for the Firm Securities shall be subject, in the Representatives' sole discretion, to the accuracy of the representations and warranties of the parties hereto Company contained herein as of the date hereof and as of the Firm Closing Date, as if made on and as of the Firm Closing Date, to the accuracy of the statements of the Company and the Selling Securityholders Company's officers made pursuant to the provisions hereof, to the performance by the parties hereto Company of their respective its covenants and agreements hereunder and to the following additional conditions: (a) If the Original Registration Statement or any amendment thereto filed prior to the Firm Closing Date has not been declared effective as of the time of execution hereof, the Original Registration Statement or such amendment and, if the Company has elected to rely upon Rule 462(b), the Rule 462(b) Registration Statement shall have been declared effective not later than the earlier of (i) 11:00 A.M., New York time, on the date on which the amendment to the registration statement originally filed with respect to the Securities or to the Registration Statement, as the case may be, containing information regarding the initial public offering price of the Securities has been filed with the Commission and (ii) the time confirmations are sent or given as specified by Rule 462(b)(2), or with respect to the Original Registration Statement, or such later time and date as shall have been consented to by the Representatives; if required, the Prospectus or any Term Sheet that constitutes a part thereof and any amendment or supplement thereto shall have been filed with the Commission in the manner and within the time period required by Rules 434 and 424(b) under the Act; no stop order suspending the effectiveness of the Registration Statement or any amendment thereto shall have been issued, and no proceedings for that purpose shall have been instituted or threatened or, to the knowledge of the Company or the Representatives, shall be contemplated by the Commission; and the Company shall have complied with any request of the Commission for additional information (to be included in the Registration Statement or the Prospectus or otherwise). (b) The Representatives shall have received an opinion, dated the Firm Closing Date, of Gardere Wynnx Xxxxxx Grahxx & XiggxXamex XXX/Riddxxx Xxxlxxxx X.X., X.L.P., counsel xxunsel for the Company, Seitel and EHI, to the effect that: (i) the Company has been duly organized and each is validly existing as a corporation in good standing under the laws of Eagle Geophysical Onshoreits jurisdiction of incorporation and is duly qualified to transact business as a foreign corporation and is in good standing under the laws of all other jurisdictions where the ownership or leasing of its properties or the conduct of its business requires such qualification, Inc., except where the failure to be so qualified does not amount to a Delaware corporationmaterial liability or disability to the Company; (ii) the Company has corporate power to own or lease its properties and conduct its business as described in the Registration Statement and the Prospectus, and Eagle Geophysical Offshorethe Company has corporate power to enter into this Agreement and to carry out all the terms and provisions hereof to be carried out by it; (iii) to the best of such counsel's knowledge, Inc. the Company does not own any shares of stock or any other equity securities of any corporation or have any equity interest in any firm, partnership, association or other entity; (formerly known iv) the Company has an authorized, issued and outstanding capitalization as Horizon Seismicset forth in the Prospectus; all of the issued shares of capital stock of the Company have been duly authorized and validly issued and are fully paid and nonassessable, have been issued in compliance with the registration requirements of all applicable federal securities laws and to the best of such counsel's knowledge were not issued in violation of or subject to any preemptive rights or other rights to subscribe for or purchase securities; the Firm Securities have been duly authorized by all necessary corporate action of the Company and, when issued and delivered to and paid for by the Underwriters pursuant to this Agreement, will (v) the statements set forth under the heading "Description of Capital Stock" in the Prospectus, insofar as such statements purport to summarize certain provisions of the capital stock of the Company, provide a fair summary of such provisions; and the statements set forth under the headings "Risk Factors - ______" "Business - _______" "Management - Employment Agreements," "Management - Director Compensation," "Management - 1996 Stock Option Plan," "Management - 1998 Directors Stock Option Plan," "Certain Transactions," and "Shares Eligible For Future Sale" in the Prospectus, insofar as such statements constitute a summary of the legal matters, documents or proceedings referred to therein, provide a fair summary of such legal matters, documents and proceedings;

Conditions of the Underwriters’ Obligations. The obligations of the several Underwriters to purchase and pay for the Firm Securities shall be subject, in the Representatives' sole discretion, Underwriter hereunder are subject to the accuracy accuracy, when made and on the Delivery Date, of the respective representations and warranties of the parties hereto contained herein as of the date hereof and as of the Firm Closing Date, as if made on and as of the Firm Closing Date, to the accuracy of the statements each of the Company and the Selling Securityholders made pursuant to the provisions hereofStockholder contained herein, to the performance by each of the parties hereto Company and the Selling Stockholder of their respective covenants and agreements hereunder obligations hereunder, and to each of the following additional terms and conditions: (a) If the Original Registration Statement or any amendment thereto filed prior to the Firm Closing Date has not been declared effective as of the time of execution hereof, the Original Registration Statement or such amendment and, if the Company has elected to rely upon Rule 462(b), the Rule 462(b) Registration Statement The Prospectus shall have been declared effective not later than the earlier of (i) 11:00 A.M., New York time, on the date on which the amendment to the registration statement originally filed with respect to the Securities or to the Registration Statement, as the case may be, containing information regarding the initial public offering price of the Securities has been filed with the Commission and (ii) the time confirmations are sent or given as specified by Rule 462(b)(2), or with respect to the Original Registration Statement, or such later time and date as shall have been consented to by the Representatives; if required, the Prospectus or any Term Sheet that constitutes a part thereof and any amendment or supplement thereto shall have been timely filed with the Commission in accordance with Section 6(a)(i) of this Agreement; the manner and within Company shall have complied with all filing requirements applicable to any Issuer Free Writing Prospectus used or referred to after the time period required by Rules 434 and 424(b) under the Actdate hereof; no stop order suspending the effectiveness of the Registration Statement or preventing or suspending the use of the Prospectus or any amendment thereto Issuer Free Writing Prospectus shall have been issued, issued and no proceedings proceeding or examination for that such purpose shall have been instituted initiated or threatened or, to the knowledge of the Company or the Representatives, shall be contemplated by the Commission; and the Company shall have complied with any request of the Commission for inclusion of additional information (to be included in the Registration Statement or the Prospectus or otherwise)otherwise shall have been complied with. (b) The Representatives Underwriter shall not have discovered and disclosed to the Company on or prior to the Delivery Date that the Registration Statement, the Prospectus or the Pricing Disclosure Package, or any amendment or supplement thereto, contains an untrue statement of a fact which, in the opinion of the Underwriter, is material or omits to state a fact which, in the opinion of the Underwriter, is material and is required to be stated therein or is necessary to make the statements therein not misleading. (c) All corporate proceedings and other legal matters incident to the authorization, form and validity of this Agreement, the Stock, the Registration Statement, the Prospectus and any Issuer Free Writing Prospectus, and all other legal matters relating to this Agreement and the transactions contemplated hereby shall be reasonably satisfactory in all material respects to counsel for the Underwriter, and the Company and the Selling Stockholder, as the case may be, shall have furnished to such counsel all documents and information that they may reasonably request to enable them to pass upon such matters. (d) Proskauer Rose LLP shall have furnished to the Underwriter its written opinion, as counsel to the Company, addressed to the Underwriter and dated the Delivery Date, in form and substance reasonably satisfactory to the Underwriter, substantially in the form attached hereto as Exhibit B-1. (e) The General Counsel of the Company shall have furnished to the Underwriter its written opinion, addressed to the Underwriter and dated the Delivery Date, in form and substance reasonably satisfactory to the Underwriter, substantially in the form attached hereto as Exhibit B-2. (f) Xxxxxx & Xxxxxxx LLP shall have furnished to the Underwriter its written opinion, as counsel to the Selling Stockholder, addressed to the Underwriter and dated the Delivery Date, in form and substance reasonably satisfactory to the Underwriter, substantially in the form attached hereto as Exhibit B-3. (g) The Underwriter shall have received an opinion, dated the Firm Closing Date, of Gardere Wynnx Xxxxxx from Xxxxx & Xiggx, X.L.P.XxXxxxx LLP, counsel for the CompanyUnderwriter, Seitel such opinion or opinions and EHInegative assurance statements, dated the Delivery Date, with respect to the effect issuance and sale of the Stock, the Registration Statement, the Prospectus and the Pricing Disclosure Package and other related matters as the Underwriter may reasonably require, and the Company shall have furnished to such counsel such documents as they reasonably request for the purpose of enabling them to pass upon such matters. (h) At the time of execution of this Agreement, the Underwriter shall have received from PricewaterhouseCoopers LLP a letter, in form and substance satisfactory to the Underwriter, addressed to the Underwriter and dated the date hereof (i) confirming that they are independent public accountants within the meaning of the Securities Act and are in compliance with the applicable requirements relating to the qualification of accountants under Rule 2-01 of Regulation S-X under the Exchange Act, and (ii) stating, as of the date hereof (or, with respect to matters involving changes or developments since the respective dates as of which specified financial information is given in the most recent Base Prospectus, as of a date not more than three days prior to the date hereof), the conclusions and findings of such firm with respect to the financial information and other matters ordinarily covered by accountants’ “comfort letters” to underwriters in connection with registered public offerings. (i) With respect to the letter of PricewaterhouseCoopers LLP referred to in the preceding paragraph and delivered to the Underwriter concurrently with the execution of this Agreement (the “initial letter”), the Company shall have furnished to the Underwriter a letter (the “bring-down letter”) of such accountants, addressed to the Underwriter and dated the Delivery Date (i) confirming that they are independent public accountants within the meaning of the Securities Act and are in compliance with the applicable requirements relating to the qualification of accountants under Rule 2-01 of Regulation S-X under the Exchange Act, (ii) stating, as of the date of the bring-down letter (or, with respect to matters involving changes or developments since the respective dates as of which specified financial information is given in the Prospectus, as of a date not more than three days prior to the date of the bring-down letter), the conclusions and findings of such firm with respect to the financial information and other matters covered by the initial letter and (iii) confirming in all material respects the conclusions and findings set forth in the initial letter. (j) The Company shall have furnished to the Underwriter a certificate, dated the Delivery Date, of its Chief Executive Officer and its Chief Financial Officer stating that: (i) the representations, warranties and agreements of the Company in Section 1 of this Agreement are true and correct on and as of the Delivery Date, and the Company has complied with all its agreements contained herein and satisfied all the conditions on its part to be performed or satisfied hereunder at or prior to the Delivery Date; (ii) no stop order suspending the effectiveness of the Registration Statement has been issued; and no proceedings or examination for that purpose have been instituted or, to the knowledge of such officers, threatened; and (iii) each of them has carefully examined the Registration Statement, the Prospectus and the Pricing Disclosure Package, and, in their opinion, (A) (1) the Registration Statement, as of the Effective Date, (2) the Prospectus, as of its date and on the Delivery Date, or (3) the Pricing Disclosure Package, as of the Applicable Time, did not and do not contain any untrue statement of a material fact and did not and do not omit to state a material fact required to be stated therein or necessary to make the statements therein (except in the case of the Prospectus and the Pricing Disclosure Package, in the light of the circumstances under which they were made) not misleading, and (B) since the Effective Date, no event has occurred that should have been set forth in a supplement or amendment to the Registration Statement, the Prospectus or any Issuer Free Writing Prospectus that has not been so set forth. (k) The Selling Stockholder shall have furnished to the Underwriter on the Delivery Date a certificate, dated the Delivery Date, signed by, or on behalf of, the Selling Stockholder stating that the representations and warranties of the Selling Stockholder in Section 2 of this Agreement are true and correct on and as of the Delivery Date, and the Selling Stockholder has complied with all its agreements contained herein and satisfied all the conditions on its part to be performed or satisfied hereunder at or prior to the Delivery Date. (l) Except as disclosed in the Pricing Disclosure Package as of the Applicable Time, (i) Neither the Company nor any of the Subsidiaries shall have sustained, since the date of the latest audited financial statements included or incorporated by reference in the most recent Base Prospectus, any loss or interference with its business from fire, explosion, flood or other calamity, whether or not covered by insurance, or from any labor dispute or court or governmental action, order or decree or (ii) since such date there shall not have been any change in the capital stock or long-term debt of the Company or any of the Subsidiaries or any change in or affecting the business, properties, condition (financial or otherwise) or results of operations or prospects of the Company and each the Subsidiaries taken as a whole, the effect of Eagle Geophysical Onshorewhich, Inc.in any such case described in clause (i) or (ii), is, in the judgment of the Underwriter, so material and adverse as to make it impracticable or inadvisable to proceed with the public offering or the delivery of the Stock being delivered on the Delivery Date on the terms and in the manner contemplated in the Prospectus. (m) The Company has no debt securities or preferred stock that is rated by any “nationally recognized statistical rating organization” (as that term is defined by the Commission for purposes of Rule 436(g)(2) of the Rules and Regulations). (n) Subsequent to the execution and delivery of this Agreement there shall not have occurred any of the following: (i) trading in securities generally on the New York Stock Exchange or the American Stock Exchange or in the over-the-counter market, or trading in any securities of the Company on any exchange or in the over-the-counter market, shall have been suspended or materially limited or the settlement of such trading generally shall have been materially disrupted or minimum prices shall have been established on any such exchange or such market by the Commission, by such exchange or by any other regulatory body or governmental authority having jurisdiction, (ii) a Delaware corporationbanking moratorium shall have been declared by federal or state authorities, (iii) there shall have been an escalation in hostilities involving the United States or there shall have been a declaration of a national emergency or war by the United States or (iv) such a material adverse change in general economic, political or financial conditions, including, without limitation, as a result of terrorist activities after the date hereof (or the effect of international conditions on the financial markets in the United States shall be such), as to make it, in the judgment of the Underwriter, impracticable or inadvisable to proceed with the public offering or delivery of the Stock being delivered on the Delivery Date on the terms and Eagle Geophysical Offshorein the manner contemplated in the Prospectus. (o) The Lock-Up Agreements described in Section 1(aa) of this Agreement and delivered to the Underwriter on or before the date of this Agreement shall be in full force and effect on the Delivery Date. All opinions, Inc. (formerly known as Horizon Seismic,letters, evidence and certificates mentioned above or elsewhere in this Agreement shall be deemed to be in compliance with the provisions hereof only if they are in form and substance reasonably satisfactory to the Underwriter.

Conditions of the Underwriters’ Obligations. The obligations of the several Underwriters to purchase and pay for the Firm Securities shall be subject, in the Representatives' sole discretion, subject to the accuracy of the representations and warranties on the part of the parties hereto Company and the Guarantor contained herein as of the date hereof Time of Sale and as of the Firm Closing Date, as if made on and as of the Firm Closing Date, to the accuracy of the statements of the Company and the Selling Securityholders Guarantor made in any certificates delivered to the Underwriters pursuant to the provisions hereof, to the performance by the parties hereto Company and the Guarantor of their respective covenants and agreements obligations hereunder at or prior to the Closing Date and to the following additional conditions: (ai) If the Original Registration Statement or any amendment thereto filed prior to the Firm Closing Date has not been declared effective as of the time of execution hereof, the Original Registration Statement or such amendment and, if the Company has elected to rely upon Rule 462(b), the Rule 462(b) Registration Statement The Canadian Final Prospectus shall have been declared effective not later than the earlier of (i) 11:00 A.M., New York time, on the date on which the amendment to the registration statement originally filed with respect to the Securities or to the Registration Statement, as the case may be, containing information regarding the initial public offering price of the Securities has been filed with the Commission Reviewing Authority under the Shelf Procedures and (ii) the time confirmations are sent or given as specified by Rule 462(b)(2), or with respect to the Original Registration Statement, or such later time and date as shall have been consented to by the Representatives; if required, the U.S. Final Prospectus or any Term Sheet that constitutes a part thereof and any amendment or supplement thereto shall have been filed with the Commission in pursuant to General Instruction II.L of Form F-10; the manner final term sheet contemplated by Section 5(b) hereof, and within any other material required to be filed by the time period required by Rules 434 and 424(bCompany or the Guarantor pursuant to Rule 433(d) under the Act, shall have been filed with the Commission within the applicable time periods prescribed for such filings by Rule 433; and no stop order suspending the effectiveness of the Registration Statement or the use of any amendment thereto prospectus relating to the Securities or of any notice objecting to its use shall have been issued, issued and no proceedings for that purpose shall have been instituted or threatened orby the Commission. (b) At the Closing Date, each Underwriter shall have received a signed opinion of Osler, Xxxxxx & Harcourt LLP, Canadian counsel for the Underwriters, dated as of the Closing Date, with respect to such customary matters as the Underwriters may reasonably require. In giving such opinion, such counsel may rely, as to all matters governed by the laws of jurisdictions other than the Province of Ontario and the federal laws of Canada applicable therein, upon the opinions of counsel satisfactory to the Underwriters and as to legal matters pertaining to the Company and the Guarantor upon the opinion of counsel for the Company and the Guarantor. Such counsel may also state that, insofar as such opinion involves factual matters, they have relied, to the knowledge extent they deem proper, upon certificates of officers of the Company or the Representatives, shall be contemplated by Guarantor and upon certificates of public officials. Such counsel may further state that they express no opinion as to the Commission; Communications Statutes and the Company shall have complied with any request of the Commission for additional information (to be included in the Registration Statement or the Prospectus or otherwise)related matters. (bc) The Representatives At the Closing Date, each Underwriter shall have received an opiniona signed opinion and letter of Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP, United States counsel for the Underwriters, dated as of the Firm Closing Date, with respect to such customary matters as the Underwriters may reasonably require. Such counsel may state that, insofar as such opinion involves factual matters, they have relied, to the extent they deem proper, upon certificates of Gardere Wynnx Xxxxxx officers of the Company or the Guarantor and upon certificates of public officials. Such counsel may further state that they express no opinion as to the Communications Statutes and related matters. (d) At the Closing Date, each Underwriter shall have received a signed opinion and letter of Davies Xxxx Xxxxxxxx & XiggxXxxxxxxx LLP, X.L.P.Canadian counsel for the Company and the Guarantor, dated as of the Closing Date, in a form and with respect to such customary matters as may be reasonably satisfactory to the Underwriters. In giving such opinion, such counsel may rely, as to all matters governed by the laws of jurisdictions other than the Province of Ontario and the federal laws of Canada applicable therein, upon the opinions of counsel satisfactory to the Underwriters. Such counsel may also state that, insofar as such opinion involves factual matters, they have relied, to the extent they deem proper, upon certificates of officers of the Company or the Guarantor and upon certificates of public officials. Such counsel may further state that they express no opinion as to the Communications Statutes and related matters. (e) At the Closing Date, each Underwriter shall have received a signed opinion and letter of Cravath, Swaine & Xxxxx LLP, United States counsel for the Company and the Guarantor, dated as of the Closing Date, in a form and with respect to such customary matters as may be reasonably satisfactory to the Underwriters. Such counsel may state that, insofar as such opinion involves factual matters, they have relied, to the extent they deem proper, upon certificates of officers of the Company or the Guarantor and upon certificates of public officials. Such counsel may further state that they express no opinion as to the Communications Statutes and related matters. (f) At the Closing Date, the Underwriters shall have received a certificate from Xxxxx X. Xxxx, Vice President, Regulatory Telecommunications, of the Company, dated as of the Closing Date, in form and substance satisfactory to the Underwriters and counsel for the Underwriters, to the effect set forth in Annex A hereto. In delivering such certificate, such officer may rely, to the extent he deems appropriate in the circumstances, upon certificates of officers of the Company or the Guarantor and upon certificates of public officials. (g) At the Closing Date, the Underwriters shall have received a certificate of any two Vice Presidents of the Company and any Vice President of the Guarantor, in each case dated as of the Closing Date, to the effect that the signers of such certificate have examined the Registration Statement, the Disclosure Package, the Canadian Final Prospectus, the U.S. Final Prospectus and any supplements or amendments thereto, as well as each electronic road show used in connection with the offering of the Securities, the Securities, the Guarantees, the Indenture and this Agreement and that, to the best of such signer’s knowledge after due investigation and not in a personal capacity: (1) the Disclosure Package, as of the Time of Sale, did not contain an untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, (2) there has not been, since the dates as of which information is given in the Disclosure Package, the Canadian Final Prospectus and the U.S. Final Prospectus, a Material Adverse Change, (3) the Company or the Guarantor, as applicable, has in all material respects complied with all agreements and satisfied all conditions to be performed or satisfied by it under this Agreement at or prior to the Closing Date and (4) the other representations and warranties of the Company or the Guarantor, as applicable, set forth in Section 1(a) hereof are true and correct as though expressly made at and as of the Closing Date. (h) At the Time of Sale and at the Closing Date, the Underwriters shall have received from KPMG LLP a letter, in form and substance reasonably satisfactory to the Underwriters, containing statements and information of the type ordinarily included in accountant’s “comfort letters” to underwriters with respect to the financial statements and certain financial information contained in the Disclosure Package, and, with respect to the letter delivered on the Closing Date, the Canadian Final Prospectus and the U.S. Final Prospectus. (i) Subsequent to the Time of Sale and prior to the Closing Date, there shall not have been any downgrading, nor any notice given of any intended or potential downgrading or of a possible change that does not indicate the direction of the possible change, in the rating accorded any of the Company’s long term debt, including the Securities, by Standard and Poor’s Ratings Group, a division of The XxXxxx-Xxxx Companies, Inc., Xxxxx’x Investors Service, Inc., Fitch IBCA or, in each case, any successor to the rating agency business thereof. (j) At the Closing Date, counsel for the CompanyUnderwriters shall have been furnished with all such documents, Seitel certificates and EHIopinions as they may reasonably request for the purpose of enabling them to pass upon the issuance and sale of the Securities as contemplated in this Agreement and the matters referred to in Section 7(b) and Section 7(c) and in order to evidence the accuracy and completeness of any of the representations, warranties or statements of the Company or the Guarantor, the performance of any of the agreements of the Company or the Guarantor, or the fulfillment of any of the conditions herein contained. (k) Prior to the effect that: (i) Closing Date, the Securities shall be eligible for clearance and settlement through DTC. If any of the conditions specified in this Section 7 shall not have been fulfilled when and as required by this Agreement, this Agreement may be terminated by the Underwriters on notice to the Company and each of Eagle Geophysical Onshore, Inc., a Delaware corporationat any time at or prior to the Closing Date, and Eagle Geophysical Offshoresuch termination shall be without liability of any party to any other party except as provided in Section 6 hereof. Notwithstanding any such termination, Inc. (formerly known as Horizon Seismic,the provisions of Sections 1, 6, 8, 9 and 10 hereof shall remain in effect.

Conditions of the Underwriters’ Obligations. The obligations of the several Underwriters to purchase and pay for the Firm Securities shall be subject, in the Representatives' sole discretion, subject to the accuracy of the representations and warranties on the part of the parties hereto Company and the Guarantor contained herein as of the date hereof Time of Sale and as of the Firm Closing Date, as if made on and as of the Firm Closing Date, to the accuracy of the statements of the Company and the Selling Securityholders Guarantor made in any certificates delivered to the Underwriters pursuant to the provisions hereof, to the performance by the parties hereto Company and the Guarantor of their respective covenants and agreements obligations hereunder at or prior to the Closing Date and to the following additional conditions: (a) If the Original Registration Statement or any amendment thereto filed prior to the Firm Closing Date has not been declared effective as of the time of execution hereof, the Original Registration Statement or such amendment and, if the Company has elected to rely upon Rule 462(b), the Rule 462(b) Registration Statement shall have been declared effective not later than the earlier of (i) 11:00 A.M., New York time, on the date on which the amendment to the registration statement originally filed with respect to the Securities or to the Registration Statement, as the case may be, containing information regarding the initial public offering price of the Securities has The Canadian Final Prospectus shall have been filed with the Commission Reviewing Authority under the Shelf Procedures and (ii) the time confirmations are sent or given as specified by Rule 462(b)(2), or with respect to the Original Registration Statement, or such later time and date as shall have been consented to by the Representatives; if required, the U.S. Final Prospectus or any Term Sheet that constitutes a part thereof and any amendment or supplement thereto shall have been filed with the Commission in pursuant to General Instruction II.L of Form F-10; the manner final term sheet contemplated by Section 5(b) hereof, and within any other material required to be filed by the time period required by Rules 434 and 424(bCompany or the Guarantor pursuant to Rule 433(d) under the Act, shall have been filed with the Commission within the applicable time periods prescribed for such filings by Rule 433; and no stop order suspending the effectiveness of the Registration Statement or the use of any amendment thereto prospectus relating to the Securities or of any notice objecting to its use shall have been issued, issued and no proceedings for that purpose shall have been instituted or threatened orby the Commission. (b) At the Closing Date, each Underwriter shall have received a signed opinion of Osler, Xxxxxx & Harcourt LLP, Canadian counsel for the Underwriters, dated as of the Closing Date, with respect to such customary matters as the Underwriters may reasonably require. In giving such opinion, such counsel may rely, as to all matters governed by the laws of jurisdictions other than the Province of Ontario and the federal laws of Canada applicable therein, upon the opinions of counsel satisfactory to the Underwriters and as to legal matters pertaining to the Company and the Guarantor upon the opinion of counsel for the Company and the Guarantor. Such counsel may also state that, insofar as such opinion involves factual matters, they have relied, to the knowledge extent they deem proper, upon certificates of officers of the Company or the Representatives, shall be contemplated by Guarantor and upon certificates of public officials. Such counsel may further state that they express no opinion as to the Commission; Communications Statutes and the Company shall have complied with any request of the Commission for additional information (to be included in the Registration Statement or the Prospectus or otherwise)related matters. (bc) The Representatives At the Closing Date, each Underwriter shall have received an opiniona signed opinion and letter of Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP, United States counsel for the Underwriters, dated as of the Firm Closing Date, with respect to such customary matters as the Underwriters may reasonably require. Such counsel may state that, insofar as such opinion involves factual matters, they have relied, to the extent they deem proper, upon certificates of Gardere Wynnx Xxxxxx officers of the Company or the Guarantor and upon certificates of public officials. Such counsel may further state that they express no opinion as to the Communications Statutes and related matters. (d) At the Closing Date, each Underwriter shall have received a signed opinion and letter of Davies Xxxx Xxxxxxxx & XiggxXxxxxxxx LLP, X.L.P.Canadian counsel for the Company and the Guarantor, dated as of the Closing Date, in a form and with respect to such customary matters as may be reasonably satisfactory to the Underwriters. In giving such opinion, such counsel may rely, as to all matters governed by the laws of jurisdictions other than the Province of Ontario and the federal laws of Canada applicable therein, upon the opinions of counsel satisfactory to the Underwriters. Such counsel may also state that, insofar as such opinion involves factual matters, they have relied, to the extent they deem proper, upon certificates of officers of the Company or the Guarantor and upon certificates of public officials. Such counsel may further state that they express no opinion as to the Communications Statutes and related matters. (e) At the Closing Date, each Underwriter shall have received a signed opinion and letter of Cravath, Swaine & Xxxxx LLP, United States counsel for the Company and the Guarantor, dated as of the Closing Date, in a form and with respect to such customary matters as may be reasonably satisfactory to the Underwriters. Such counsel may state that, insofar as such opinion involves factual matters, they have relied, to the extent they deem proper, upon certificates of officers of the Company or the Guarantor and upon certificates of public officials. Such counsel may further state that they express no opinion as to the Communications Statutes and related matters. (f) At the Closing Date, the Underwriters shall have received a certificate from Xxxxx X. Xxxx, Senior Vice President, Regulatory, dated as of the Closing Date, in form and substance satisfactory to the Underwriters and counsel for the Underwriters, to the effect set forth in Annex A hereto. In delivering such certificate, such officer may rely, to the extent he deems appropriate in the circumstances, upon certificates of officers of the Company or the Guarantor and upon certificates of public officials. (g) At the Closing Date, the Underwriters shall have received a certificate of any two Vice Presidents of the Company and any Vice President of the Guarantor, in each case dated as of the Closing Date, to the effect that the signers of such certificate have examined the Registration Statement, the Disclosure Package, the Canadian Final Prospectus, the U.S. Final Prospectus and any supplements or amendments thereto, as well as each electronic road show used in connection with the offering of the Securities, the Securities, the Guarantees, the Indentures and this Agreement and that, to the best of such signer’s knowledge after due investigation and not in a personal capacity: (1) the Disclosure Package, as of the Time of Sale, did not contain an untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, (2) there has not been, since the dates as of which information is given in the Disclosure Package, the Canadian Final Prospectus and the U.S. Final Prospectus, a Material Adverse Change, (3) the Company or the Guarantor, as applicable, has in all material respects complied with all agreements and satisfied all conditions to be performed or satisfied by it under this Agreement at or prior to the Closing Date and (4) the other representations and warranties of the Company or the Guarantor, as applicable, set forth in Section 1(a) hereof are true and correct as though expressly made at and as of the Closing Date. (h) At the Time of Sale and at the Closing Date, the Underwriters shall have received from KPMG LLP a letter, in form and substance reasonably satisfactory to the Underwriters, containing statements and information of the type ordinarily included in accountant’s “comfort letters” to underwriters with respect to the financial statements and certain financial information contained in the Disclosure Package, and, with respect to the letter delivered on the Closing Date, the Canadian Final Prospectus and the U.S. Final Prospectus. (i) Subsequent to the Time of Sale and prior to the Closing Date, there shall not have been any downgrading, nor any notice given of any intended or potential downgrading or of a possible change that does not indicate the direction of the possible change, in the rating accorded any of the Company’s long term debt, including the Securities, by Standard and Poor’s Ratings Group, a division of The XxXxxx-Xxxx Companies, Inc., Xxxxx’x Investors Service, Inc., Fitch IBCA or, in each case, any successor to the rating agency business thereof. (j) At the Closing Date, counsel for the CompanyUnderwriters shall have been furnished with all such documents, Seitel certificates and EHIopinions as they may reasonably request for the purpose of enabling them to pass upon the issuance and sale of the Securities as contemplated in this Agreement and the matters referred to in Section 7(b) and Section 7(c) and in order to evidence the accuracy and completeness of any of the representations, warranties or statements of the Company or the Guarantor, the performance of any of the agreements of the Company or the Guarantor, or the fulfillment of any of the conditions herein contained. (k) Prior to the effect that: (i) Closing Date, the Securities shall be eligible for clearance and settlement through DTC. If any of the conditions specified in this Section 7 shall not have been fulfilled when and as required by this Agreement, this Agreement may be terminated by the Underwriters on notice to the Company and each of Eagle Geophysical Onshore, Inc., a Delaware corporationat any time at or prior to the Closing Date, and Eagle Geophysical Offshoresuch termination shall be without liability of any party to any other party except as provided in Section 6 hereof. Notwithstanding any such termination, Inc. (formerly known as Horizon Seismic,the provisions of Sections 1, 6, 8, 9 and 10 hereof shall remain in effect.

Conditions of the Underwriters’ Obligations. The obligations of the several Underwriters to purchase and pay for the Firm Securities shall be subject, in the Representatives' sole discretion, subject to the accuracy of the representations and warranties on the part of the parties hereto Company and the Guarantor contained herein as of the date hereof Time of Sale and as of the Firm Closing Date, as if made on and as of the Firm Closing Date, to the accuracy of the statements of the Company and the Selling Securityholders Guarantor made in any certificates delivered to the Underwriters pursuant to the provisions hereof, to the performance by the parties hereto Company and the Guarantor at or prior to the Closing Date of their respective covenants and agreements obligations hereunder that are required to be performed at or prior to the Closing Date and to the following additional conditions: (a) If the Original Registration Statement or any amendment thereto filed prior to the Firm Closing Date has not been declared effective as of the time of execution hereof, the Original Registration Statement or such amendment and, if the Company has elected to rely upon Rule 462(b), the Rule 462(b) Registration Statement shall have been declared effective not later than the earlier of (i) 11:00 A.M., New York time, on the date on which the amendment to the registration statement originally filed with respect to the Securities or to the Registration Statement, as the case may be, containing information regarding the initial public offering price of the Securities has been filed with the Commission and (ii) the time confirmations are sent or given as specified by Rule 462(b)(2), or with respect to the Original Registration Statement, or such later time and date as shall have been consented to by the Representatives; if required, the The U.S. Final Prospectus or any Term Sheet that constitutes a part thereof and any amendment or supplement thereto shall have been filed with the Commission in pursuant to General Instruction II.L of Form F-10; the manner final term sheet contemplated by Section 5(b) hereof, and within any other material required to be filed by the time period required by Rules 434 and 424(bCompany or the Guarantor pursuant to Rule 433(d) under the Act, shall have been filed with the Commission within the applicable time periods prescribed for such filings by Rule 433; and no stop order suspending the effectiveness of the Registration Statement or the use of any amendment thereto prospectus relating to the Securities or of any notice objecting to its use shall have been issued, issued and no proceedings for that purpose shall have been instituted or threatened orby the Commission. (b) At the Closing Date, each Underwriter shall have received a signed opinion of Osler, Xxxxxx & Harcourt LLP, Canadian counsel for the Underwriters, dated as of the Closing Date, with respect to such customary matters as the Underwriters may reasonably require. In giving such opinion, such counsel may rely, as to all matters governed by the laws of jurisdictions other than the Province of Ontario and the federal laws of Canada applicable therein, upon the opinions of counsel satisfactory to the Underwriters and as to legal matters pertaining to the Company and the Guarantor upon the opinion of counsel for the Company and the Guarantor. Such counsel may also state that, insofar as such opinion involves factual matters, they have relied, to the knowledge extent they deem proper, upon certificates of officers of the Company or the Representatives, shall be contemplated by Guarantor and upon certificates of public officials. Such counsel may further state that they express no opinion as to the Commission; Communications Statutes and the Company shall have complied with any request of the Commission for additional information (to be included in the Registration Statement or the Prospectus or otherwise)related matters. (bc) The Representatives At the Closing Date, each Underwriter shall have received an opiniona signed opinion and letter of Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP, United States counsel for the Underwriters, dated as of the Firm Closing Date, with respect to such customary matters as the Underwriters may reasonably require. Such counsel may state that, insofar as such opinion involves factual matters, they have relied, to the extent they deem proper, upon certificates of Gardere Wynnx officers of the Company or the Guarantor and upon certificates of public officials. Such counsel may further state that they express no opinion as to the Communications Statutes and related matters. (d) At the Closing Date, each Underwriter shall have received a signed opinion and letter of Davies Xxxx Xxxxxxxx & Xxxxxxxx LLP, Canadian counsel for the Company and the Guarantor, dated as of the Closing Date, in a form and with respect to such customary matters as may be reasonably satisfactory to the Underwriters. In giving such opinion, such counsel may rely, as to all matters governed by the laws of jurisdictions other than the Province of Ontario and the federal laws of Canada applicable therein, upon the opinions of counsel satisfactory to the Underwriters. Such counsel may also state that, insofar as such opinion involves factual matters, they have relied, to the extent they deem proper, upon certificates of officers of the Company or the Guarantor and upon certificates of public officials. Such counsel may further state that they express no opinion as to the Communications Statutes and related matters. (e) At the Closing Date, each Underwriter shall have received a signed opinion and letter of Cravath, Swaine & Xxxxx LLP, United States counsel for the Company and the Guarantor, dated as of the Closing Date, in a form and with respect to such customary matters as may be reasonably satisfactory to the Underwriters. Such counsel may state that, insofar as such opinion involves factual matters, they have relied, to the extent they deem proper, upon certificates of officers of the Company or the Guarantor and upon certificates of public officials. Such counsel may further state that they express no opinion as to the Communications Statutes and related matters. (f) At the Closing Date, the Underwriters shall have received a certificate from Xxxxxx & XiggxXxXxxxx, X.L.P.Chief Legal and Regulatory Officer and Secretary, dated as of the Closing Date, in form and substance satisfactory to the Underwriters and counsel for the Underwriters, to the effect set forth in Annex A hereto. In delivering such certificate, such officer may rely, to the extent he deems appropriate in the circumstances, upon certificates of officers of the Company or the Guarantor and upon certificates of public officials. (g) At the Closing Date, the Underwriters shall have received a certificate of any two Vice Presidents of the Company and any Vice President of the Guarantor, in each case dated as of the Closing Date, to the effect that the signers of such certificate have examined the Registration Statement, the Disclosure Package, the U.S. Final Prospectus and any supplements or amendments thereto, as well as each electronic road show used in connection with the offering of the Securities, the Securities, the Guarantees, the Indenture and this Agreement and that, to the best of such signer’s knowledge after due investigation and not in a personal capacity: (1) the Disclosure Package, as of the Time of Sale, did not contain an untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, (2) there has not been, since the dates as of which information is given in the Disclosure Package and the U.S. Final Prospectus, a Material Adverse Change, (3) the Company or the Guarantor, as applicable, has in all material respects complied with all agreements and satisfied all conditions to be performed or satisfied by it under this Agreement at or prior to the Closing Date and (4) the other representations and warranties of the Company or the Guarantor, as applicable, set forth in Section 1(a) hereof are true and correct as though expressly made at and as of the Closing Date. (h) On the date hereof and at the Closing Date, the Underwriters shall have received from KPMG LLP a letter, in form and substance reasonably satisfactory to the Underwriters, containing statements and information of the type ordinarily included in accountant’s “comfort letters” to underwriters with respect to the financial statements and certain financial information contained in the Disclosure Package, and, with respect to the letter delivered on the Closing Date, the U.S. Final Prospectus. (i) Subsequent to the Time of Sale and prior to the Closing Date, there shall not have been any downgrading, nor any notice given of any intended or potential downgrading or of a possible change that does not indicate the direction of the possible change, in the rating accorded any of the Company’s long term debt, including the Securities, by S&P Global Ratings, a division of S&P Global Inc., Xxxxx’x Investors Service, Inc., Fitch Ltd. or, in each case, any successor to the rating agency business thereof. (j) At the Closing Date, counsel for the CompanyUnderwriters shall have been furnished with all such documents, Seitel certificates and EHIopinions as they may reasonably request for the purpose of enabling them to pass upon the issuance and sale of the Securities as contemplated in this Agreement and the matters referred to in Section 7(b) and Section 7(c) and in order to evidence the accuracy and completeness of any of the representations, warranties or statements of the Company or the Guarantor, the performance of any of the agreements of the Company or the Guarantor, or the fulfillment of any of the conditions herein contained. (k) Prior to the effect that: (i) Closing Date, the Securities shall be eligible for clearance and settlement through DTC. If any of the conditions specified in this Section 7 shall not have been fulfilled when and as required by this Agreement, this Agreement may be terminated by the Underwriters on notice to the Company and each of Eagle Geophysical Onshore, Inc., a Delaware corporationat any time at or prior to the Closing Date, and Eagle Geophysical Offshoresuch termination shall be without liability of any party to any other party except as provided in Section 6 hereof. Notwithstanding any such termination, Inc. (formerly known as Horizon Seismic,the provisions of Sections 1, 6, 8, 9, 10, 13, 14, 16, 17, 18, 19, 20, 21 and 22 hereof shall remain in effect.

Conditions of the Underwriters’ Obligations. The obligations of the several ------------------------------------------- Underwriters to purchase and pay for the Firm Securities shall be subject, in the Representatives' sole discretion, hereunder are subject to the accuracy of the representations and warranties on the part of the parties hereto contained herein as of Company in all material respects on the date hereof and as at the Closing Time and on each Date of the Firm Closing DateDelivery, as if made on and as of the Firm Closing Date, to the accuracy of the statements of the Company and the Selling Securityholders made pursuant to the provisions hereof, to the performance by the parties hereto Company of their respective covenants and agreements its obligations hereunder in all material respects and to the following additional further conditions: (a) If the Original Registration Statement or any amendment thereto filed prior The Company shall furnish to the Firm Underwriters at the Closing Time and on each Date has not been declared effective as of the time Delivery an opinion of execution hereofXxXxxxxxx, the Original Registration Statement or such amendment and, if the Company has elected to rely upon Rule 462(b), the Rule 462(b) Registration Statement shall have been declared effective not later than the earlier of (i) 11:00 A.M., New York time, on the date on which the amendment to the registration statement originally filed with respect to the Securities or to the Registration Statement, as the case may be, containing information regarding the initial public offering price of the Securities has been filed with the Commission and (ii) the time confirmations are sent or given as specified by Rule 462(b)(2), or with respect to the Original Registration Statement, or such later time and date as shall have been consented to by the Representatives; if required, the Prospectus or any Term Sheet that constitutes a part thereof and any amendment or supplement thereto shall have been filed with the Commission in the manner and within the time period required by Rules 434 and 424(b) under the Act; no stop order suspending the effectiveness of the Registration Statement or any amendment thereto shall have been issued, and no proceedings for that purpose shall have been instituted or threatened or, to the knowledge of the Company or the Representatives, shall be contemplated by the Commission; and the Company shall have complied with any request of the Commission for additional information (to be included in the Registration Statement or the Prospectus or otherwise). (b) The Representatives shall have received an opinion, dated the Firm Closing Date, of Gardere Wynnx Xxxxxx Will & Xiggx, X.L.P.Xxxxx, counsel for the Company, Seitel the Exiting Stockholder and EHI, XXX addressed to the effect Underwriters and dated the Closing Time and each Date of Delivery and in form satisfactory to Xxxxxxxx & Xxxxx, counsel for the Underwriters, stating that: (i) neither the Company nor any of its Subsidiaries is, or upon the sale of the Shares as herein contemplated will be, an "investment company" which is required to register under the Investment Company Act of 1940, as amended (the "Investment Company Act"), nor will any of the Company's or its Subsidiaries' current business operations and each investments or any of Eagle Geophysical Onshoretheir contemplated business operations and investments as described in the Prospectus require any of them to register as an "investment company" under the Investment Company Act; neither the Company nor any of its Subsidiaries is required to register as an "investment adviser" under the Investment Advisers Act of 1940, Inc.as amended (the "Investment Adviser Act"), a Delaware corporation, nor will any of the Company's or its Subsidiaries' current business operations and Eagle Geophysical Offshore, Inc. (formerly known investments or any of their contemplated business operations and investments as Horizon Seismic,described in the Prospectus require any of them to register as an "investment adviser" under the Investment Adviser Act;

Conditions of the Underwriters’ Obligations. The obligations of the several Underwriters to purchase and pay for the Firm Securities shall be subject, in the Representatives' sole discretion, subject to the accuracy of the representations and warranties on the part of the parties hereto Company and the Guarantor contained herein as of the date hereof Time of Sale and as of the Firm Closing Date, as if made on and as of the Firm Closing Date, to the accuracy of the statements of the Company and the Selling Securityholders Guarantor made in any certificates delivered to the Underwriters pursuant to the provisions hereof, to the performance by the parties hereto Company and the Guarantor at or prior to the Closing Date of their respective covenants and agreements obligations hereunder that are required to be performed at or prior to the Closing Date and to the following additional conditions: (a) If the Original Registration Statement or any amendment thereto filed prior to the Firm Closing Date has not been declared effective as of the time of execution hereof, the Original Registration Statement or such amendment and, if the Company has elected to rely upon Rule 462(b), the Rule 462(b) Registration Statement shall have been declared effective not later than the earlier of (i) 11:00 A.M., New York time, on the date on which the amendment to the registration statement originally filed with respect to the Securities or to the Registration Statement, as the case may be, containing information regarding the initial public offering price of the Securities has been filed with the Commission and (ii) the time confirmations are sent or given as specified by Rule 462(b)(2), or with respect to the Original Registration Statement, or such later time and date as shall have been consented to by the Representatives; if required, the The U.S. Final Prospectus or any Term Sheet that constitutes a part thereof and any amendment or supplement thereto shall have been filed with the Commission in pursuant to General Instruction II.L of Form F-10; the manner final term sheet contemplated by Section 5(b) hereof, and within any other material required to be filed by the time period required by Rules 434 and 424(bCompany or the Guarantor pursuant to Rule 433(d) under the Act, shall have been filed with the Commission within the applicable time periods prescribed for such filings by Rule 433; and no stop order suspending the effectiveness of the Registration Statement or the use of any amendment thereto prospectus relating to the Securities or of any notice objecting to its use shall have been issued, issued and no proceedings for that purpose shall have been instituted or threatened orby the Commission. (b) At the Closing Date, each Underwriter shall have received a signed opinion of XxXxxxxx Xxxxxxxx LLP, Canadian counsel for the Underwriters, dated as of the Closing Date, with respect to such customary matters as the Underwriters may reasonably require. In giving such opinion, such counsel may rely, as to all matters governed by the laws of jurisdictions other than the Province of Ontario and the federal laws of Canada applicable therein, upon the opinions of counsel satisfactory to the Underwriters and as to legal matters pertaining to the Company and the Guarantor upon the opinion of counsel for the Company and the Guarantor. Such counsel may also state that, insofar as such opinion involves factual matters, they have relied, to the knowledge extent they deem proper, upon certificates of officers of the Company or the Representatives, shall be contemplated by Guarantor and upon certificates of public officials. Such counsel may further state that they express no opinion as to the Commission; Communications Statutes and the Company shall have complied with any request of the Commission for additional information (to be included in the Registration Statement or the Prospectus or otherwise)related matters. (bc) The Representatives At the Closing Date, each Underwriter shall have received an opiniona signed opinion and letter of Xxxxxxx, Arps, Slate, Xxxxxxx & Xxxx LLP, United States counsel for the Underwriters, dated as of the Firm Closing Date, with respect to such customary matters as the Underwriters may reasonably require. Such counsel may state that, insofar as such opinion involves factual matters, they have relied, to the extent they deem proper, upon certificates of Gardere Wynnx officers of the Company or the Guarantor and upon certificates of public officials. Such counsel may further state that they express no opinion as to the Communications Statutes and related matters. (d) At the Closing Date, each Underwriter shall have received (i) a signed opinion of Xxxxxx Xxxx Xxxxxxxx & XiggxXxxxxxxx LLP, X.L.P., Canadian counsel for the Company, Seitel which opinion will be limited to the applicable laws of the Province of Ontario, including the federal laws of Canada applicable therein, and EHI(ii) a signed opinion of Fasken Martineau Du-Moulin LLP, British Columbia counsel for the Company, which opinion will be limited to the applicable laws of the Province of British Columbia, including the federal laws of the Canada applicable therein, in each case dated as of the Closing Date, in a form and with respect to such customary matters as may be reasonably satisfactory to the Underwriters. In giving such opinion, such counsel may state that, insofar as such opinion involves factual matters, they have relied, to the extent they deem proper, upon certificates of officers of the Company or the Guarantor and upon certificates of public officials. Such counsel may further state that they express no opinion as to the Communications Statutes and related matters. (e) At the Closing Date, each Underwriter shall have received a signed opinion and letter of Xxxxxxx, Swaine & Xxxxx LLP, United States counsel for the Company and the Guarantor, dated as of the Closing Date, in a form and with respect to such customary matters as may be reasonably satisfactory to the Underwriters. Such counsel may state that, insofar as such opinion involves factual matters, they have relied, to the extent they deem proper, upon certificates of officers of the Company or the Guarantor and upon certificates of public officials. Such counsel may further state that they express no opinion as to the Communications Statutes and related matters. (f) At the Closing Date, the Underwriters shall have received a certificate from Xxxx Xxxxxx, Senior Vice-President, Regulatory Affairs, dated as of the Closing Date, in form and substance satisfactory to the Underwriters and counsel for the Underwriters, to the effect set forth in Annex A hereto. In delivering such certificate, such officer may rely, to the extent he deems appropriate in the circumstances, upon certificates of officers of the Company or the Guarantor and upon certificates of public officials. (g) At the Closing Date, the Underwriters shall have received a certificate of any two Vice Presidents of the Company and any Vice President of the Guarantor, in each case dated as of the Closing Date, to the effect that the signers of such certificate have examined the Registration Statement, the Disclosure Package, the U.S. Final Prospectus and any supplements or amendments thereto, as well as each electronic road show used in connection with the offering of the Securities, the Securities, the Guarantees, the Indentures and this Agreement and that:, to the best of such signer’s knowledge after due investigation and not in a personal capacity: (1) the Disclosure Package, as of the Time of Sale, did not contain an untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, (2) there has not been, since the dates as of which information is given in the Disclosure Package and the U.S. Final Prospectus, a Material Adverse Change, (3) the Company or the Guarantor, as applicable, has in all material respects complied with all agreements and satisfied all conditions to be performed or satisfied by it under this Agreement at or prior to the Closing Date and (4) the other representations and warranties of the Company or the Guarantor, as applicable, set forth in Section 1(a) hereof are true and correct as though expressly made at and as of the Closing Date. (h) On the date hereof and at the Closing Date, the Underwriters shall have received a certificate of Xxxxx Xxxxxx, Chief Financial Officer of the Company, in form and substance reasonably satisfactory to the Underwriters, with respect to certain financial information contained in the Disclosure Package, and, with respect to the certificate delivered on the Closing Date, the U.S. Final Prospectus. (i) On the Company date hereof and each at the Closing Date, the Underwriters shall have received from KPMG LLP a letter, in form and substance reasonably satisfactory to the Underwriters, containing statements and information of Eagle Geophysical Onshorethe type ordinarily included in accountant’s “comfort letters” to underwriters with respect to the Company’s financial statements and certain financial information contained in the Disclosure Package, and, with respect to the letter delivered on the Closing Date, the U.S. Final Prospectus. (j) On the date hereof and at the Closing Date, the Underwriters shall have received from Ernst & Young LLP a letter, in form and substance reasonably satisfactory to the Underwriters, containing statements and information of the type ordinarily included in accountant’s “comfort letters” to underwriters with respect to Shaw’s financial statements and certain financial information contained in the Business Acquisition Report incorporated by reference into the Disclosure Package, and, with respect to the letter delivered on the Closing Date, the U.S. Final Prospectus. (k) Subsequent to the Time of Sale and prior to the Closing Date, there shall not have been any downgrading, nor any notice given of any intended or potential downgrading or of a possible change that does not indicate the direction of the possible change, in the rating accorded any of the Company’s long term debt, including the Securities, by S&P Global Ratings, a division of S&P Global Inc., Xxxxx’x Investors Service, Inc., a Delaware corporationFitch Ltd. or, in each case, any successor to the rating agency business thereof. (l) At the Closing Date, counsel for the Underwriters shall have been furnished with all such documents, certificates and opinions as they may reasonably request for the purpose of enabling them to pass upon the issuance and sale of the Securities as contemplated in this Agreement and the matters referred to in Section 7(b) and Section 7(c) and in order to evidence the accuracy and completeness of any of the representations, warranties or statements of the Company or the Guarantor, the performance of any of the agreements of the Company or the Guarantor, or the fulfillment of any of the conditions herein contained. (m) Prior to the Closing Date, the Securities shall be eligible for clearance and settlement through DTC. If any of the conditions specified in this Section 7 shall not have been fulfilled when and as required by this Agreement, this Agreement may be terminated by the Underwriters on notice to the Company at any time at or prior to the Closing Date, and Eagle Geophysical Offshoresuch termination shall be without liability of any party to any other party except as provided in Section 6 hereof. Notwithstanding any such termination, Inc. (formerly known as Horizon Seismic,the provisions of Sections 1, 6, 8, 9, 10, 13, 14, 16, 17, 18, 19, 20, 21 and 22 hereof shall remain in effect.

Conditions of the Underwriters’ Obligations. The obligations of the several Underwriters Underwriter to purchase and pay for the Firm Securities Shares shall be subject, in the Representatives' Underwriter's sole discretion, to the accuracy of the representations and warranties of the parties hereto Company and the Selling Shareholders contained herein as of the date hereof and as of the Firm Closing Date, Date as if made on and as of the Firm Closing Date, to the accuracy of the statements of the Company and the Selling Securityholders Company's officers made pursuant to the provisions hereof, to the performance by the parties hereto Company of their respective its covenants and agreements hereunder and to the following additional conditions: (a) If the Original Registration Statement or any amendment thereto filed prior to the Firm Closing Date registration statement, as heretofore amended, has not been declared effective as of the time of execution hereof, the Original Registration Statement registration statement, as heretofore amended or such as amended by an amendment andthereto to be filed prior to the Firm Closing Date, if the Company has elected to rely upon Rule 462(b), the Rule 462(b) Registration Statement shall have been declared effective not later than the earlier of (i) 11:00 11 A.M., New York City time, on the date on which the amendment to the such registration statement originally filed with respect to the Securities or to the Registration Statement, as the case may be, containing information regarding the initial public offering price of the Securities has been filed with the Commission and (ii) the time confirmations are sent or given as specified by Rule 462(b)(2), or with respect to the Original Registration StatementCommission, or such later time and date as shall have been consented to by the RepresentativesUnderwriter; if required, the Prospectus or any Term Sheet that constitutes a part thereof and any amendment or supplement thereto shall have been filed with the Commission in the manner and within the time period required by Rules 434 and Rule 424(b) under the Act; , no stop order suspending the effectiveness of the Registration Statement or any amendment thereto shall have been issued, and no proceedings for that purpose shall have been instituted or threatened or, to the knowledge of the Company or the RepresentativesUnderwriter, shall be contemplated by the Commission; and the Company shall have complied with any request of the Commission for additional information (to be included in the Registration Statement or the Prospectus or otherwise). (b) The Representatives Underwriter shall have received an opinion, dated the Firm Closing Date, of Gardere Wynnx Xxxxxx & Xiggx, X.L.P.Xxxxxx, counsel for to the Company, Seitel and EHI, to the effect that: (i1) the Company and each Subsidiary has been duly organized and is validly existing as a corporation in good standing under the laws of Eagle Geophysical Onshorethe jurisdiction of its organization and is duly qualified to transact business as a foreign corporation and is in good standing under the laws of each other jurisdiction in which its ownership or leasing of any properties or the conduct of its business requires such qualification, Inc.except where the failure to so qualify would not have a materially adverse effect upon the Company; (2) the Company and each Subsidiary has full corporate power and authority to own or lease its property and conduct its business as now being conducted and as proposed to be conducted, a Delaware corporationas described in the Registration Statement and the Prospectus, and Eagle Geophysical Offshorethe Company has full corporate power and authority to enter into this Agreement, Inc. the Warrant Agreement and the Underwriter's Warrant Agreement and to carry out all the terms and provisions hereof and thereof to be carried out by it; (formerly known 3) to the knowledge of such counsel, there are no outstanding options, warrants or other rights granted by the Company to purchase shares of its Common Stock, preferred stock or other securities other than as Horizon Seismic,described in the Prospectus; the Shares have been duly authorized and the Warrant Shares and the Underwriter's Warrant Shares have been duly reserved for issuance by all necessary corporate action on the part of the Company and, the Shares when issued and delivered to and paid for by the Underwriter pursuant to this Agreement, the Warrant Shares when issued upon payment of the exercise price specified in the Warrants, Underwriter's Warrants when issued and delivered and paid for in accordance with this Agreement and the Underwriter's Warrant Agreement by the Underwriter and the Warrant Shares when issued upon payment of the exercise price specified in the Underwriter's Warrants, will be validly issued, fully paid, nonassessable and free of preemptive rights and will conform to the description thereof in the Prospectus; to the knowledge of such counsel, no holder of outstanding securities of the Company is entitled as such to any preemptive or other right to subscribe for any of the Shares, the Warrant Shares, or the Underwriter's Warrant Shares; and to the knowledge of such counsel, no person is entitled to have securities registered by the Company under the Registration Statement or otherwise under the Act other than as described in the Prospectus; (4) the execution and delivery of this Agreement, the Warrant Agreement, the Underwriter's Warrant Agreement and the Financial Advisory and Investment Banking Agreement have been duly authorized by all necessary corporate action on the part of the Company and this Agreement, the Warrant Agreement, the Underwriter's Warrant Agreement and the Financial Advisory and Investment Banking Agreement have been duly executed and delivered by the Company, and each is a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium and other similar laws affecting creditors' rights generally and to general principles of equity (regardless of whether enforcement is considered in a proceeding in equity or at law) and except as rights to indemnity and contribution under this Agreement, the Warrant Agreement and the Underwriter's Warrant Agreement may be limited by applicable securities laws and the public policy underlying such laws;

Conditions of the Underwriters’ Obligations. The obligations of the several Underwriters to purchase and pay for the Firm Securities shall be subject, in the Representatives' sole discretion, to the accuracy of the representations and warranties of the parties hereto Company and the Selling Securityholder contained herein as of the date hereof and as of the Firm Closing Date, as if made on and as of the Firm Closing Date, to the accuracy of the statements of the Company and the Selling Securityholders Company's officers made pursuant to the provisions hereof, to the performance by the parties hereto Company and the Selling Securityholder of their respective covenants and agreements hereunder and to the following additional conditions: (a) If the Original Registration Statement or any amendment thereto filed prior to the Firm Closing Date has not been declared effective as of the time of execution hereof, the Original Registration Statement or such amendment and, if the Company has elected to rely upon Rule 462(b), the Rule 462(b) Registration Statement shall have been declared effective not later than the earlier of (i) 11:00 A.M., New York time, on the date on which the amendment to the registration statement originally filed with respect to the Securities or to the Registration Statement, as the case may be, containing information regarding the initial public offering price of the Securities has been filed with the Commission and (ii) the time confirmations are sent or given as specified by Rule 462(b)(2), or with respect to the Original Registration Statement, or such later time and date as shall have been consented to by the Representatives; if required, the Prospectus or any Term Sheet that constitutes a part thereof and any amendment or supplement thereto shall have been filed with the Commission in the manner and within the time period required by Rules 430A, 434 and 424(b) under the Act; no stop order suspending the effectiveness of the Registration Statement or any amendment thereto shall have been issued, and no proceedings for that purpose shall have been instituted or threatened or, to the knowledge of the Company or the Representatives, shall be contemplated by the Commission; and the Company shall have complied with any request of the Commission for additional information (to be included in the Registration Statement or the Prospectus or otherwise). (b) The Representatives shall have received an opinion, dated the Firm Closing Date, of Gardere Wynnx Xxxxxx Ballxxx Xxxxx Xxxxxxx & XiggxXngexxxxx, X.L.P.XXP, counsel for the Company, Seitel and EHI, to the effect that: (i) the Company and each of Eagle Geophysical Onshoreits subsidiaries have been duly incorporated and are validly existing or subsisting as corporations or limited liability companies (as the case may be) under the laws of their respective jurisdictions of incorporation or formation and are duly qualified to transact business as foreign corporations or limited liability companies, Inc., a Delaware corporationas the case may be, and Eagle Geophysical Offshore, Inc. (formerly known as Horizon Seismic,are in good standing under the laws of all other jurisdictions where the ownership or leasing of their respective properties or the conduct of their

Conditions of the Underwriters’ Obligations. The obligations of the several Underwriters hereunder are subject to purchase and pay for the Firm Securities shall be subject, in the Representatives' sole discretion, to (i) the accuracy of the representations and warranties on the part of the parties hereto contained herein as of Company in all material respects on the date hereof and as at the Closing Time and on each Date of the Firm Closing DateDelivery, as if made on and as of the Firm Closing Date, to the accuracy of the statements of the Company and the Selling Securityholders made pursuant to the provisions hereof, to applicable (ii) the performance by the parties hereto Company of their respective covenants its obligations hereunder, and agreements hereunder and to (iii) the satisfaction of the following additional further conditions: (a) If If, at the Original time this Agreement is executed and delivered, it is necessary for a post-effective amendment to the Registration Statement or any amendment thereto filed prior to the Firm Closing Date has not been be declared effective as before the offering of the time of execution hereofShares may commence, the Original Registration Statement or such post-effective amendment and, if the Company has elected to rely upon Rule 462(b), the Rule 462(b) Registration Statement shall have been declared become effective not later than the earlier of (i) 11:00 A.M.5:30 p.m., New York City time, on the date hereof, or at such later date and time as shall be consented to in writing by the Representatives. (b) The Company shall furnish to the Underwriters at the Closing Time and on each Date of Delivery an opinion of Hunton & Xxxxxxxx, counsel for the Company, addressed to the Underwriters and dated the Closing Time and each Date of Delivery, in substantially the form of Annex A. In addition, Hunton & Xxxxxxxx shall state that they have participated in conferences with officers and other representatives of the Company, independent public accountants of the Company and Underwriters at which the amendment contents of the Registration Statement and Prospectus were discussed and, although such counsel is not passing upon and does not assume responsibility for the accuracy, completeness or fairness of the statements contained in the Registration Statement or Prospectus, nothing has caused them to believe that the registration Registration Statement, the Prospectus, as of their respective effective or issue dates and as of the date of such counsel's opinion, contained or contains any untrue statement originally filed of a material fact or omitted or omits to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading (it being understood that, in each case, such counsel need express no view with respect to the Securities financial statements and other financial and statistical data included in the Registration Statement or Prospectus). In rendering their opinion, Hunton & Xxxxxxxx may rely with respect to matters of compliance with NASD Conduct Rules and with respect to matters over which the NASD has authority to exercise regulatory oversight upon the opinion of Sidley Xxxxxx Xxxxx & Xxxx ("SAB&W"). (c) The Company shall furnish to the Registration StatementUnderwriters at the Closing Time and on each Date of Delivery an opinion of SAB&W, special counsel for the Company, addressed to the Underwriters and dated the Closing Time and each Date of Delivery and in form and substance satisfactory to the Underwriters, covering matters of compliance with the Conduct Rules of the NASD, in the form of Annex B. Such opinion shall state that Hunton & Xxxxxxxx, counsel to the Company and Xxxxx Xxxx LLP, counsel to the underwriters, may rely on such opinion. (d) The Representatives shall have received from Xxxxxx Xxxxxxxx LLP, "comfort letters" dated, respectively, as of the date of this Agreement, the Closing Time and each Date of Delivery, as the case may be, containing information regarding addressed to the initial Representatives, in form and substance satisfactory to the Representatives, confirming that they are independent public offering price accountants with respect to Company (which shall be inclusive of its subsidiaries for purposes of this Section 6(g)), within the meaning of the Securities has been filed Act and the Securities Act Regulations, and stating that: (i) In their opinion, the consolidated financial statements of the Company audited by them and included in the Registration Statement comply as to form in all material respects with the Commission applicable accounting requirements of the Securities Act, the Securities Act Regulations, the Exchange Act and the Exchange Act Regulations. (ii) On the time confirmations are sent or given as basis of the procedures specified by Rule 462(b)(2the American Institute of Certified Public Accountants as described in SAS No. 71, "Interim Financial Information," inquiries of officials of the Company responsible for financial and accounting matters, and such other inquiries and procedures as may be specified in such letter, which procedures do not constitute an audit in accordance with generally accepted auditing standards as applied in the United States, nothing came to their attention that caused them to believe that, if applicable, the unaudited interim consolidated financial statements of the Company included in the Registration Statement do not comply as to form in all material respects with the applicable accounting requirements of the Securities Act, Securities Act Regulations, Exchange Act and Exchange Act Regulations, including without limitation, Regulation S-K, or are not in conformity with generally accepted accounting principles as applied in the United States applied on a basis substantially consistent, except as noted in the Registration Statement, with the basis for the audited consolidated financial statements of the Company included in the Registration Statement. (iii) On the basis of limited procedures, not constituting an audit in accordance with generally accepted auditing standards as applied in the United States, consisting of a reading of the unaudited interim financial statements and other information referred to below, a reading of the latest available unaudited condensed consolidated financial statements of the Company, inspection of the minute books of the Company since the date of the latest audited financial statements of the Company included or incorporated by reference in the Registration Statement, inquiries of officials of the Company responsible for financial and accounting matters and such other inquiries and procedures as may be specified in such letter, nothing came to their attention that caused them to believe that: (A) as of a specified date not more than five days prior to the date of such letter, there have been any changes in the consolidated capital stock of the Company, any increase in the total liabilities of the Company, any decreases in total assets or shareholders' equity of the Company, or any changes, decreases or increases in other items specified by the Representatives, in each case as compared with amounts shown in the latest unaudited interim consolidated statement of financial condition of the Company included in the Registration Statement except in each case for changes, increases or decreases which the Registration Statement specifically discloses, have occurred or may occur or which are described in such letter; and (B) for the period from the date of the latest unaudited interim consolidated financial statements of the Company included in the Registration Statement to the specified date referred to in clause (iii)(A), there were any decreases in the consolidated interest income, net interest income, or net income of the Company or in the per share amount of net income of the Company, or any changes, decreases or increases in any other items specified by the Representatives, in each case as compared with the comparable period of the preceding year and with any other period of corresponding length specified by the Representatives, except in each case for increases or decreases which the Registration Statement discloses have occurred or may occur, or which are described in such letter. (iv) In addition to the audit referred to in their report included in the Registration Statement and the limited procedures, inspection of minute books, inquiries and other procedures referred to in paragraphs (ii) and (iii) above, they have carried out certain specified procedures, not constituting an audit in accordance with generally accepted auditing standards as applied in the United States, with respect to certain amounts, percentages and financial information specified by the Original Representatives which are derived from the general accounting records and consolidated financial statements of the Company which appear in the Registration Statement, and have compared such amounts, percentages and financial information with the accounting records and the material derived from such records and consolidated financial statements of the Company have found them to be in agreement. In the event that the letters to be delivered referred to above set forth any such changes, decreases or increases as specified in clauses (iii)(A) or (iii)(B) above, or any exceptions from such later time and date as agreement specified in clause (iv) above, it shall be a further condition to the obligations of the Underwriters that the Representatives shall have been consented to determined, after discussions with officers of the Company responsible for financial and accounting matters, that such changes, decreases, increases or exceptions as are set forth in such letters do not (x) reflect a material adverse change in the items specified in clause (iii)(A) above as compared with the amounts shown in the latest unaudited consolidated statement of financial condition of the Company included in the Registration Statement, (y) reflect a material adverse change in the items specified in clause (iii)(B) above as compared with the corresponding periods of the prior year or other period specified by the Representatives; if required, or (z) reflect a material change in items specified in clause (iv) above from the amounts shown in the Preliminary Prospectus distributed by the Underwriters in connection with the offering contemplated hereby or any Term Sheet that constitutes a part thereof from the amounts shown in the Prospectus. (e) The Representatives shall have received at the Closing Time and any on each Date of Delivery the favorable opinion of Xxxxx Xxxx LLP, dated the Closing Time or such Date of Delivery, addressed to the Representatives and in form and substance satisfactory to the Representatives. (f) No amendment or supplement thereto to the Registration Statement or Prospectus shall have been filed with to which the Commission Underwriters shall have objected in writing. (g) Prior to the manner Closing Time and within the time period required by Rules 434 and 424(beach Date of Delivery (i) under the Act; no stop order suspending the effectiveness of the Registration Statement or any post-effective amendment thereto shall have been issuedthereto, and no order directed at any document incorporated by reference therein and no order preventing or suspending the use of any Preliminary Prospectus or Prospectus has been issued by the Commission, and no suspension of the qualification of the Shares for offering or sale in any jurisdiction, or of the initiation or threatening of any proceedings for that purpose any of such purposes, has occurred; and (ii) the Registration Statement and the Prospectus shall have been instituted not contain an untrue statement of material fact or threatened oromit to state a material fact required to be stated therein or necessary to make the statements therein, to in the knowledge light of the circumstances under which they were made, not misleading. (h) Between the time of execution of this Agreement and the Closing Time or the relevant Date of Delivery (i) no material and unfavorable change in the assets, business, results of operations, earnings, prospects, properties or condition (financial or otherwise) of the Company and its Subsidiaries taken as a whole shall occur or become known (whether or not arising in the Representativesordinary course of business), shall be contemplated by the Commission; or (ii) no transaction which is material and unfavorable to the Company shall have complied with been entered into by the Company or any request of the Commission for additional information (to be included in the Registration Statement or the Prospectus or otherwise)Subsidiaries. (bi) At the Closing Time, the NASD shall not have raised any objection with respect to the fairness and reasonableness of the underwriting terms and arrangements. (j) At the Closing Time, the Shares shall have been approved for listing on the American Stock Exchange. (k) The Representatives shall have received an opinionletters (each, dated a "Lock-up Agreement") from each person listed on Schedule II hereto, in form and substance satisfactory to the Firm Representatives, confirming that for a period of 90 days after the Closing DateTime (the "Lock-Up Period"), of Gardere Wynnx Xxxxxx & Xiggxsuch persons will not directly or indirectly (i) offer, X.L.P.pledge to secure any obligation due on or within the Lock-Up Period, counsel sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option for the Companysale of, Seitel or otherwise dispose of or transfer, directly or indirectly, any Common Shares (other than by participating as selling shareholders in a registered offering of Common Shares offered by the Company with the consent of the Representatives) or any securities convertible into or exercisable or exchangeable for Common Shares or (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Common Shares, whether any such swap or transaction described in clause (i) or (ii) above is to be settled by delivery of Common Shares or such other securities, in cash or otherwise, without the prior written consent of Stifel, which consent may be withheld in its sole discretion. The forgoing restrictions shall not apply to securities disposed of privately through bona fide gifts or to others approved by Stifel, so long as the recipients first agree in writing to be bound by the same restrictions set forth above during the Lock-Up Period. (l) The Company will, at the Closing Time and EHIon each Date of Delivery, deliver to the Representatives a certificate of its Chief Executive Officer and its Chief Financial Officer, to the effect that:, to each of such officer's knowledge, the representations and warranties of the Company set forth in this Agreement are true and correct and the conditions set forth in this Section 6 have been met, and are true and correct as of such date. (im) The Company shall have furnished to the Representatives such other documents and certificates as to the accuracy and completeness of any statement in the Registration Statement and the Prospectus, the representations, warranties and statements of the Company contained herein, and the performance by the Company of its covenants contained herein, and the fulfillment of any conditions contained herein, as of the Closing Time or any Date of Delivery as the Representatives may reasonably request. (n) All filings with the Commission required by Rule 424 under the Securities Act to have been filed by the Closing Date shall have been made within the applicable time period prescribed for such filing by such Rule. (o) FBR shall furnish to the Underwriters at the Closing Time and on each Date of Delivery an opinion of counsel for FBR, addressed to the Underwriters and dated the Closing Time and each Date of Eagle Geophysical OnshoreDelivery, Inc., a Delaware corporation, in the form of Annex C. (p) The Company shall perform such of its obligations under this Agreement as are to be performed by the terms hereof and Eagle Geophysical Offshore, Inc. (formerly known as Horizon Seismic,thereof at or before the Closing Time or the relevant Date of Delivery.

Conditions of the Underwriters’ Obligations. The obligations of each of the several Underwriters to purchase and pay for the Firm Preferred Securities shall be and, following exercise of the Option granted by the Offerors in Section 1 of this Agreement, the Option Preferred Securities, as set forth in Schedule A, are subject, in the RepresentativesUnderwriters' sole discretion, to the accuracy of and compliance with the representations and warranties and agreements of the parties hereto contained Offerors herein as of the date hereof and as of the Firm Closing DateDate (or in the case of the Option Preferred Securities, as if made on and any, as of the Firm Option Closing Date), to the accuracy of the written statements of the Company and the Selling Securityholders Offerors made pursuant to the provisions hereof, to the performance by the parties hereto Offerors of their respective covenants and agreements obligations hereunder and to the following additional conditions: (a) If the Original Registration Statement or any amendment thereto filed prior to the Firm Closing Date has not been declared effective as of prior to the time of execution hereof, the Original Registration Statement or such amendment and, if the Company has elected to rely upon Rule 462(b), the Rule 462(b) Registration Statement shall have been declared become effective not later than the earlier of (i) 11:00 A.M.10:00 a.m., New York Denver time, on the date on which the amendment to the registration statement originally filed with respect to the Securities or to the Registration Statement, as the case may be, containing information regarding the initial public offering price of the Securities has been filed with the Commission and (ii) first business day following the time confirmations are sent or given as specified by Rule 462(b)(2)of execution of this Agreement, or with respect to the Original Registration Statement, or at such later time and date as shall have been consented the Underwriters may agree to by the Representatives; if in writing. If required, the Prospectus or any Term Sheet that constitutes a part thereof and any amendment or supplement thereto shall have been timely filed in accordance with the Commission in the manner and within the time period required by Rules 434 and Rule 424(b) and Rule 430A under the Act; no 1933 Act and Section 4(a) hereof. No stop order suspending the effectiveness of the Registration Statement or any amendment or supplement thereto shall have been issued, issued under the 1933 Act or any applicable state securities laws and no proceedings for that purpose shall have been instituted or threatened shall be pending, or, to the knowledge of the Company Offerors or the RepresentativesUnderwriters, shall be contemplated by the Commission; and Commission or any state authority. Any request on the Company shall have complied with any request part of the Commission for additional information (to be included in the Registration Statement or the Prospectus or otherwise). (b) The Representatives shall have received an opinion, dated the Firm Closing Date, of Gardere Wynnx Xxxxxx & Xiggx, X.L.P., counsel for the Company, Seitel and EHI, to the effect that: (i) the Company and each of Eagle Geophysical Onshore, Inc., a Delaware corporation, and Eagle Geophysical Offshore, Inc. (formerly known as Horizon Seismic,or

Conditions of the Underwriters’ Obligations. The Underwriters' obligations of the several Underwriters hereunder to purchase and pay for the Firm Securities shall be subjectShares are subject (as of the date hereof, in the Representatives' sole discretion, Closing Time and each Option Exercise Time) to the accuracy of and compliance with the representations and warranties of the parties hereto contained Company and the Selling Stockholder herein as of the date hereof and as of the Firm Closing Date, as if made on in each certificate and as of the Firm Closing Datedocument contemplated under this Agreement to be delivered, to the accuracy of the statements of the Company and Company, of the Selling Securityholders Stockholder and of the officers of the Company made pursuant to the provisions hereof, to the performance by the parties hereto Company and the Selling Stockholder of their respective covenants and agreements hereunder and under each such certificate and document, and to the following additional conditions: (ai) If the Original Registration Statement or any amendment thereto filed prior to the Firm Closing Date has not been declared effective as of the time of execution hereof, the Original Registration Statement or such amendment and, if the Company has elected to rely upon Rule 462(b), the Rule 462(b) The Registration Statement shall have been declared become effective not later than the earlier of (i) 11:00 A.M.5:00 P.M., New York City time, on the date of this Agreement, or at such later time or on which the amendment such later date as you may agree to the registration statement originally filed with respect to the Securities or to the Registration Statement, as the case may be, containing information regarding the initial public offering price of the Securities has been filed with the Commission and in writing; (ii) the time confirmations are sent or given as specified by Rule 462(b)(2), or with respect to the Original Registration Statement, or such later time and date as shall have been consented to by the Representatives; if required, the Prospectus or any Term Sheet that constitutes a part thereof and any amendment or supplement thereto shall have been filed with the Commission in the manner and within the time period required by pursuant to Rules 434 and 424(b424(b)(1) under or (4) of the ActRules and Regulations within the applicable time period prescribed for such filing thereunder and in accordance with the provisions of Section 7(a)(ii) hereof; (iii) at or prior to the Closing Time, no stop order suspending the effectiveness of the Registration Statement or the qualification or registration of the Shares under the blue sky laws of any amendment thereto jurisdiction (whether or not a jurisdiction which you shall have specified) shall have been issued, issued and no proceedings proceeding for that purpose shall have been instituted initiated or threatened or, to the knowledge of the Company or the Representatives, shall be threatened or contemplated by the CommissionCommission or the authorities of any such jurisdiction; and the Company shall have complied with (iv) any request for additional information on the part of the Commission for additional information (to be included in the Registration Statement or the Prospectus or otherwise). (b) The Representatives any such authorities shall have received an opinion, dated been complied with to the Firm Closing Date, satisfaction of Gardere Wynnx Xxxxxx & Xiggx, X.L.P., the Commission or such authorities and counsel for the Company, Seitel and EHI, to the effect that: (i) the Company and each of Eagle Geophysical Onshore, Inc., a Delaware corporation, and Eagle Geophysical Offshore, Inc. (formerly known as Horizon Seismic,the

Conditions of the Underwriters’ Obligations. The obligations obligation of the several Underwriters Underwriter to purchase and pay for the Firm Securities shall be subject, in the Representatives' sole discretion, Shares is subject to the accuracy each of the representations following terms and warranties of the parties hereto contained herein as of the date hereof and as of the Firm Closing Date, as if made on and as of the Firm Closing Date, to the accuracy of the statements of the Company and the Selling Securityholders made pursuant to the provisions hereof, to the performance by the parties hereto of their respective covenants and agreements hereunder and to the following additional conditions: (a) If the Original Registration Statement or any amendment thereto filed prior to the Firm Closing Date has not been declared effective as of the time of execution hereof, the Original Registration Statement or such amendment and, if the Company has elected to rely upon Rule 462(b), the Rule 462(b) Registration Statement The Prospectus Supplement shall have been declared effective not later than the earlier of (i) 11:00 A.M., New York time, on the date on which the amendment to the registration statement originally filed with respect to the Securities or to the Registration Statement, as the case may be, containing information regarding the initial public offering price of the Securities has been filed with the Commission and (ii) the time confirmations are sent or given as specified by Rule 462(b)(2), or with respect to the Original Registration Statement, or such later time and date as shall have been consented to by the Representatives; if required, the Prospectus or any Term Sheet that constitutes a part thereof and any amendment or supplement thereto shall have been timely filed with the Commission in accordance with Section 5(a) of this Agreement. (b) No order preventing or suspending the manner use of the Prospectus shall have been or shall be in effect and within the time period required by Rules 434 and 424(b) under the Act; no stop order suspending the effectiveness of the Registration Statement or any amendment thereto shall have been issued, be in effect and no proceedings for that such purpose shall have been instituted be pending before or threatened or, to the knowledge of the Company or the Representatives, shall be contemplated by the Commission; , and any requests for additional information on the Company shall have complied with any request part of the Commission for additional information (to be included in the Registration Statement or the Prospectus or otherwise)) shall have been complied with to the satisfaction of you and your counsel. (bc) The Representatives representations and warranties of the Company contained in this Agreement shall be true and correct when made and on and as of each Closing Date as if made on such date and the Company shall have performed all covenants and agreements and satisfied all of the conditions contained in this Agreement required to be performed or satisfied by it at or before such Closing Date. (d) The Underwriter shall have received an opinionon each Closing Date a certificate, addressed to the Underwriter and dated the Firm such Closing Date, of Gardere Wynnx Xxxxxx & Xiggx, X.L.P., counsel for the chief executive officer or the chief financial officer of the Company, Seitel and EHI, to the effect that:that such person has carefully examined the Registration Statement, the Prospectus and this Agreement and that the representations and warranties of the Company in this Agreement are true and correct on and as of such Closing Date with the same effect as if made on such Closing Date and the Company has performed all covenants and agreements and satisfied all conditions contained in this Agreement required to be performed or satisfied by it at or prior to such Closing Date. (ie) The Underwriters shall have received at the Company time this Agreement is executed and on each Closing Date, a letter or letters signed by Ernst & Young LLP, addressed to the Underwriter and dated, respectively, the date of this Agreement and each such Closing Date, in form and substance satisfactory to the Underwriter, as to their status as independent accountants within the meaning of Eagle Geophysical Onshorethe Securities Act and the Securities Rules, Inc., a Delaware corporation, the information in or incorporated by reference in the Registration Statement in response to Item 10 of Form S-3 under the Securities Act and Eagle Geophysical Offshore, Inc. (formerly known as Horizon Seismic,matters

Conditions of the Underwriters’ Obligations. The obligations obligation of the several Underwriters each Underwriter to purchase and pay for the Firm Securities shall be subject, Shares set forth opposite the name of such Underwriter in Schedule I and to purchase its pro rata portion of the Representatives' sole discretion, Shares offered by the Selling Stockholders in Schedule II is subject to the accuracy of the representations and warranties of the parties hereto contained Company, JCH Limited and the Selling Stockholders herein that are qualified by reference to a Material Adverse Effect or materiality being true and correct, and the representations and warranties that are not so qualified being true and correct in all material respects, as of the date hereof and as of the Firm Closing Date, Date as if they had been made on and as of the Firm Closing Date, to ; the accuracy on and as of the Closing Date of the statements of officers of the Company and the Selling Securityholders made pursuant to the provisions hereof, to ; the performance by the parties hereto Sellers on and as of the Closing Date of their respective covenants and agreements hereunder hereunder; and to the following additional conditions: (a) If the Original Registration Statement or any amendment thereto filed prior to the Firm Closing Date has not been declared effective as of the time of execution hereof, the Original Registration Statement or such amendment and, if the Company has elected to rely upon on Rule 462(b)430A under the Act, the Registration Statement shall have been declared effective, and the Prospectus (containing the information omitted pursuant to Rule 462(b430A) shall have been filed with the Commission not later than the Commission's close of business on the second business day following the date hereof or such later time and date to which the Representatives shall have consented; if the Company does not elect to rely on Rule 430A, the Registration Statement shall have been declared effective not later than the earlier of (i) 11:00 A.M., New York time, on the date on which the amendment to the registration statement originally filed with respect to the Securities or to the Registration Statement, as the case may be, containing information regarding the initial public offering price of the Securities has been filed with the Commission and (ii) the time confirmations are sent or given as specified by Rule 462(b)(2), or with respect to the Original Registration Statement, hereof or such later time and date as to which the Representatives shall have been consented consented; if the Company is required to file a Rule 462(b) Registration Statement after the effectiveness of this Agreement, such 462(b) Registration Statement shall become effective by 10:00 p.m. New York City time, on the Representativesdate of this Agreement; if required, in the case of any changes in or amendments or supplements to the Prospectus or any Term Sheet that constitutes a part thereof and any amendment or supplement thereto in addition to those contemplated above, the Company shall have been filed such Prospectus as amended or supplemented with the Commission in the manner and within the time period required by Rules 434 and Rule 424(b) under the Act; no stop order suspending the effectiveness of the Registration Statement or any amendment thereto shall have been issued, and no proceedings for that purpose shall have been instituted or threatened or, to the knowledge of the Company or the Representatives, shall be contemplated threatened by the Commission; and the Company shall have complied with any request of the Commission for additional information (to be included in the Registration Statement or the Prospectus or otherwise). (b) The Registration Statement, or any amendment thereto, shall not contain an untrue statement of fact which is material, or omit to state a fact which is material and is required to be stated therein or is necessary to make the statements therein not misleading, and the Prospectus, or any supplement thereto, shall not contain an untrue statement of fact which is material, or omit to state a fact which is material and is required to be stated therein or is necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. (c) On or prior to the Closing Date, the Representatives shall have received an opinionfrom counsel to the Underwriters, such opinion or opinions with respect to the issuance and sale of the Firm Shares, the Registration Statement and the Prospectus and such other related matters as the Representatives reasonably may request and such counsel shall have received such documents and other information as they request to enable them to pass upon such matters. (d) On the Closing Date, the Underwriters shall have received the opinions, dated the Firm Closing Date, of Gardere Wynnx Xxxxxx (i) Golenbock, Eiseman, Assor & Xiggx, X.L.P.Xxxx, counsel for to the Company ("Company Counsel"), (ii) Xxxxxxx Xxxx & Xxxxxxx, special counsel to JHC Limited, (iii) Xxxxx, White & Xxxxxxxx, special counsel to Xxxxxx Xxxxxxx, (iv) Shearman & Sterling, special counsel to Xxxxxxx & X. Xxxxxxxxxxxx, Inc., and (v) such other opinions with respect to the Subsidiaries incorporated in Bermuda and Canada (the "Significant Subsidiaries") in the forms attached hereto as Xxxxxxxx X-0, X-0 and A-3, respectively, addressed to the Underwriters. (e) On or prior to the Closing Date, counsel to the Underwriters shall have been furnished such documents and certificates as they may reasonably require in order to evidence the accuracy, completeness or satisfaction of any of the representations or warranties of the Company, Seitel or conditions herein contained. (f) On the Closing Date, the Representatives shall have received a letter from the Pricewaterhouse Coopers LLP addressed to the Company and EHIthe Underwriters, dated the Closing Date, confirming that it is an independent accountant with respect to the Company within the meaning of the Act and the Rules and Regulations thereunder and based upon the procedures described in its letter delivered to you concurrently with the execution of this Agreement (herein called the "Original Letter"), but carried out to a date not more than three days prior to the Closing Date, (i) confirming that the statements and conclusions set forth in the Original Letter are accurate as of the Closing Date; and (ii) setting forth any revisions and additions to the statements and conclusions set forth in the Original Letter that are necessary to reflect any changes in the facts described in the Original Letter since the date of such letter, or to reflect the availability of more recent financial statements, data or information. The letter shall not disclose any change, or any development involving a prospective change, in or affecting the business or properties of the Company which, in your reasonable judgment, makes it impracticable or inadvisable to proceed with the public offering of the Shares as contemplated by the Prospectus. All such letters shall be in a form reasonably satisfactory to the Underwriters and their counsel. (g) On the Closing Date, the Underwriters shall have received a certificate of the Company, dated the Closing Date, signed on its behalf by the principal executive officer and the principal financial or accounting officer of the Company, to the effect that each of such persons has carefully examined the Registration Statement and the Prospectus and that: (i) The representations and warranties of the Company in this Agreement that are qualified by reference to a Material Adverse Effect or materiality are true and correct, and the representations and warranties that are not so qualified are true and correct in all material respects, as if made on and as of the Closing Date, and the Company has complied with all agreements and covenants and satisfied all conditions contained in this Agreement on its part to be performed or satisfied at or prior to the Closing Date; (ii) No stop order suspending the effectiveness of the Registration Statement has been issued, and no proceedings for that purpose have been instituted or are pending or, to the best knowledge of each of such persons, are threatened under the Act and any and all filings required by Rule 424 and Rule 430A have been timely made; (iii) The Registration Statement and Prospectus contain all statements and information required to be included therein, the Registration Statement does not include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading and neither the Prospectus nor any Preliminary Prospectus includes or included any untrue statement of a material fact or omits or omitted to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; and (iv) Subsequent to the respective dates as of which information is given in the Registration Statement and the Prospectus up to and on the Closing Date, neither the Company nor any of the Subsidiaries has incurred any material adverse change to the business, financial condition, results of operations or prospects of the Company and its Subsidiaries taken as a whole; neither the Company nor any of the Subsidiaries has sustained any material loss or damage to its property or assets, whether or not insured; and there has not occurred any event required to be set forth in an amended or supplemented Prospectus which has not been set forth. References to the Registration Statement and the Prospectus in this paragraph (g) are to such documents as amended and supplemented at the date of the certificate. (h) Subsequent to the respective dates as of which information is given in the Registration Statement and the Prospectus up to and on the Closing Date, there has not been (i) any change or decrease specified in the letter or letters referred to in paragraph (f) of this Section 8 or (ii) any change, or any development involving a prospective change, in the business or properties of the Company or its Subsidiaries which change or decrease in the case of clause (i) or change or development in the case of clause (ii) is so material and adverse as to make it impractical or inadvisable in the Representatives' reasonable judgment to proceed with the public offering or the delivery of the Shares as contemplated by the Prospectus. (i) No order suspending the sale of the Shares in any jurisdiction designated by you pursuant to Section 6(iii)(A) hereof has been issued on or prior to the Closing Date and no proceedings for that purpose have been instituted or to the knowledge of the Company, are threatened. (j) The Representatives shall have received from each person identified on Appendix B attached hereto an agreement to the effect that such person will not, directly or indirectly, without the prior written consent of Eagle Geophysical Onshorethe Representatives, Inc.offer, sell, grant any option to purchase or otherwise dispose (or announce any offer, sale, grant of an option to purchase or other disposition) of any shares of Common Stock or any securities convertible into, or exchangeable or exercisable for, shares of Common Stock for a period of 180 days after the date of this Agreement. (k) All the representations and warranties of each Selling Stockholder contained in this Agreement shall be true and correct on the Closing Date with the same force and effect as if made on the Closing Date and you shall have received on the Closing Date a certificate dated the Closing Date from each Selling Stockholder to such effect and to the effect that such Selling Stockholder has complied with all of the agreements and satisfied all of the conditions herein contained and required to be complied with or satisfied by such Selling Stockholder on or prior to the Closing Date. (l) You shall have received on the Closing Date, a Delaware corporationcertificate of each Selling Stockholder who is not a U.S. Person (as defined under applicable U.S. federal tax legislation) to the effect that such Selling Stockholder is not a U.S. Person, which certificate may be in the form of a properly completed and Eagle Geophysical Offshoreexecuted United States Treasury Department Form W-8 (or other applicable form or statement specified by Treasury Department regulations in lieu thereof). (m) The Company shall have furnished the Underwriters with such further certificates or documents consistent with the foregoing as you or counsel for the Underwriters may reasonably request. All opinions, Inc. certificates, letters and documents to be furnished by the Company will comply with the provisions hereof only if they are reasonably satisfactory in all material respects to the Underwriters and to counsel for the Underwriters. The Company shall furnish the Underwriters with conformed copies of such opinions, certificates, letters and documents in such quantities as you reasonably request. The certificates delivered under this Section 8 shall constitute representations, warranties and agreements of the Company, as to all matters set forth therein as fully and effectively as if such matters had been set forth in Sections 2 and 3 of this Agreement. (formerly known as Horizon Seismic,n) The Shares have been duly authorized for quotation on the National Association of Securities Dealers Automated Quotation National Market System, subject to notice of issuance at the time of purchase.

Conditions of the Underwriters’ Obligations. The obligations of the several Underwriters to purchase and pay for the Firm Securities shall be subject, in the Representatives' sole discretion, to the accuracy of the representations and warranties of the parties hereto Company and the Selling Stockholders contained herein as of the date hereof and as of the Firm Closing Date, as if made on and as of the Firm Closing Date, to the accuracy of the statements of the Company and the Selling Securityholders Company's officers made pursuant to the provisions hereof, to the performance by the parties hereto Company and the Selling Stockholders of their respective covenants and agreements hereunder and to the following additional conditions: (a) If the Original Registration Statement or any amendment thereto filed prior to the Firm Closing Date has not been declared effective as of the time of execution hereof, the Original Registration Statement or such amendment and, if the Company has elected to rely upon Rule 462(b), the Rule 462(b) Registration Statement shall have been declared effective not later than the earlier of (i) 11:00 A.M., New York time, on the date on which the amendment to the registration statement originally filed with respect to the Securities or to the Registration Statement, as the case may be, containing information regarding the initial public offering price of the Securities has been filed with the Commission and (ii) the time confirmations are sent or given as specified by Rule 462(b)(2), or with respect to the Original Registration Statement, or such later time and date as shall have been consented to by the Representatives; if required, the Prospectus or any Term Sheet that constitutes a part thereof and any amendment or supplement thereto shall have been filed with the Commission in the manner and within the time period required by Rules 434 and 424(b) under the Act; no stop order suspending the effectiveness of the Registration Statement or any amendment thereto shall have been issued, and no proceedings for that purpose shall have been instituted or threatened or, to the knowledge of the Company or the Representatives, shall be contemplated by the Commission; and the Company shall have complied with any request of the Commission for additional information (to be included in the Registration Statement or the Prospectus or otherwise). (b) The Representatives shall have received an opinion, dated the Firm Closing Date, of Gardere Wynnx Wolf, Block, Xxxxxx & Xiggx, X.L.P.and Xxxxx-Xxxxx LLP, counsel for the Company, Seitel Company and EHIthe Selling Stockholders, to the effect that: (i) the Company has been duly incorporated and is validly existing as a corporation in good standing under the laws of the State of Delaware and its Subsidiaries have been duly organized and are validly existing under the laws of its jurisdiction of incorporation. The Company and its Subsidiaries are duly qualified and in good standing as foreign corporations in each jurisdiction in which the character or location of their respective assets or properties (owned, leased or licensed) or the nature of their respective businesses makes such qualification necessary, except for such jurisdictions where the failure to so qualify would not have a material adverse effect on the condition (financial or otherwise), management, business prospects or results of operations of the Company and its Subsidiaries; (ii) the Company and its Subsidiaries have corporate power to own or lease their respective properties and conduct their respective businesses as described in the Registration Statement and the Prospectus, and the Company has corporate power to enter into this Agreement and to carry out all the terms and provisions hereof to be carried out by it; (iii) the issued shares of capital stock of the Subsidiaries have been duly authorized and validly issued, are fully paid and nonassessable and except for directors' qualifying shares and except as otherwise set forth in the Prospectus, are owned beneficially by the Company free and clear of any perfected security interests or, to the best knowledge of such counsel, any other security interests, liens, encumbrances, equities or claims; (iv) the Company has an authorized, issued and outstanding capitalization as set forth in the Prospectus; all of the issued shares of capital stock of the Company have been duly authorized and validly issued and are fully paid and nonassessable, have been issued in compliance with all applicable federal and state securities laws and were not issued in violation of or subject to any preemptive rights or other rights to subscribe for or purchase securities; the Firm Securities have been duly authorized by all necessary corporate action of the Company and, when issued and delivered to and paid for by the Underwriters pursuant to this Agreement, will be validly issued, fully paid and nonassessable; the Securities have been duly included for trading on the Nasdaq National Market; no holders of outstanding shares of capital stock of the Company are entitled as such to any preemptive or other rights to subscribe for any of the Securities; and no holders of securities of the Company are entitled to have such securities registered under the Registration Statement; (v) the statements set forth under the heading "Description of Capital Stock" in the Prospectus, insofar as such statements purport to summarize certain provisions of the capital stock of the Company, provide a fair summary of such provisions; and the statements set forth under the headings "Risk Factors--Insolvency Risks," "Risk Factors--Regulation and Legislation," "Risk Factors--Risks Relating to Investment Company Act Registration," [others to be added] in the Prospectus, insofar as such statements constitute a summary of the legal matters, documents or proceedings referred to therein, provide a fair summary of such legal matters, documents and proceedings; (vi) the execution and delivery of this Agreement have been duly authorized by all necessary corporate action of the Company and this Agreement has been duly executed and delivered by the Company; except (i) as enforceability hereof may be limited by bankruptcy, fraudulent conveyance, insolvency, reorganization, moratorium and other laws relating to or affecting creditor's rights generally and by general equitable principles and (ii) that enforcement of rights to indemnify and contribution hereunder may be limited by federal or state securities laws or principles of public policy; (vii) the execution and delivery of each of the Reorganization Agreements have been duly authorized by the Selling Stockholders, Subsidiaries and the Company (as the case may be) and each of Eagle Geophysical Onshorethe Reorganization Agreements has been duly executed and delivered by each Selling Stockholder, Inc., a Delaware corporationthe Subsidiaries and/or the Company party thereto, and Eagle Geophysical Offshoreeach is the valid and binding agreement of each Selling Stockholder, Inc. the Subsidiaries and the Company as a party thereto, enforceable against such Selling Stockholder, the Subsidiaries or the Company, as the case may be, in accordance with its terms except (formerly known i) as Horizon Seismic,enforceability hereof may be limited by bankruptcy, fraudulent conveyance, insolvency, reorganization, moratorium and other laws relating to or affecting creditor's rights generally and by general equitable principles and (ii) that enforcement of rights to indemnify and contribution hereunder may be limited by federal or state securities laws or principles of public policy;

Conditions of the Underwriters’ Obligations. The obligations of the Underwriters under this Agreement are several and not joint. The respective obligations of the Underwriters to purchase and pay for the Firm Securities shall be subject, in the Representatives' sole discretion, Shares are subject to the accuracy each of the representations following terms and warranties of the parties hereto contained herein as of the date hereof and as of the Firm Closing Date, as if made on and as of the Firm Closing Date, to the accuracy of the statements of the Company and the Selling Securityholders made pursuant to the provisions hereof, to the performance by the parties hereto of their respective covenants and agreements hereunder and to the following additional conditions: (a) If the Original Registration Statement or any amendment thereto filed prior to the Firm Closing Date has not been declared effective as of the time of execution hereof, the Original Registration Statement or such amendment and, if the Company has elected to rely upon Rule 462(b), the Rule 462(b) Registration Statement The Prospectus shall have been declared effective not later than the earlier of (i) 11:00 A.M., New York time, on the date on which the amendment to the registration statement originally filed with respect to the Securities or to the Registration Statement, as the case may be, containing information regarding the initial public offering price of the Securities has been filed with the Commission and (ii) the time confirmations are sent or given as specified by Rule 462(b)(2), or with respect to the Original Registration Statement, or such later time and date as shall have been consented to by the Representatives; if required, the Prospectus or any Term Sheet that constitutes a part thereof and any amendment or supplement thereto shall have been timely filed with the Commission in accordance with Section 6(A)(a) hereof. (b) The Registration Statement shall have become effective. No order preventing or suspending the manner use of any preliminary prospectus or the Prospectus shall have been or shall be in effect, and within the time period required by Rules 434 and 424(b) under the Act; no stop order suspending the effectiveness of the Registration Statement or any amendment thereto shall have been issued, be in effect and no proceedings for that such purpose shall have been instituted be pending before or threatened or, to the knowledge of the Company or the Representatives, shall be contemplated by the Commission; , and any requests for additional information on the Company shall have complied with any request part of the Commission for additional information (to be included in the Registration Statement or the Prospectus or otherwise)) shall have been complied with to the satisfaction of the Representatives. (bc) The representations and warranties of the Company contained in this Agreement and in the certificates delivered pursuant to Section 5(d) shall be true and correct when made and on and as of each Closing Date as if made on such date and the Company shall have performed all covenants and agreements and satisfied all the conditions contained in this Agreement required to be performed or satisfied by it at or before such Closing Date. (d) The Representatives shall have received an opinionon each Closing Date a certificate, addressed to the Representatives and dated the Firm such Closing Date, of Gardere Wynnx Xxxxxx & Xiggx, X.L.P., counsel for the chief executive or chief operating officer and the chief financial officer or chief accounting officer of the Company, Seitel and EHI, to the effect that the signers of such certificate have carefully examined the Registration Statement, the Prospectus and this Agreement and that the representations and warranties of the Company in this Agreement are true and correct on and as of such Closing Date with the same effect as if made on such Closing Date and the Company has performed all covenants and agreements and satisfied all conditions contained in this Agreement required to be performed or satisfied by it at or prior to such Closing Date. (e) The Representatives shall have received at the time this Agreement is executed and on each Closing Date a letter or letters signed by Ernst & Young LLP, addressed to the Representatives and dated, respectively, the date of this Agreement and each such Closing Date, in form and substance satisfactory to the Representatives, confirming that they are independent public accountants within the meaning of the Securities Act and the Rules, that the response to Item 10 of the Registration Statement is correct insofar as it relates to them and stating in effect that: (i) in their opinion the audited financial statements and financial statement schedules and pro forma financial statements included in the Registration Statement and the Prospectus and reported on by them comply as to form in all material respects with the applicable accounting requirements of the Securities Act and the Rules; (ii) on the basis of a reading of the amounts included in the Registration Statement and the Prospectus under the headings "Summary Financial Data" and "Selected Financial Data;" their limited review in accordance with standards established by the American Institute of Certified Public Accountants of the unaudited financial statements of Atari for the three months ended March 29, 1996 and March 31, 1995; carrying out certain procedures (but not an examination in accordance with generally accepted auditing standards) which would not necessarily reveal matters of significance with respect to the comments set forth in such letter; a reading of the minutes of the meetings of the stockholders and directors and audit committee of the Company, and inquiries of certain officials of the Company who have responsibility for financial and accounting matters of the Company as to transactions and events subsequent to the date of the latest audited financial statements, nothing came to their attention which caused them to believe that: (A) the amounts in "Summary Financial Data" and "Selected Financial Data" included in the Registration Statement and the Prospectus do not agree with the corresponding amounts in the audited and unaudited financial statements from which such amounts were derived; or (B) the unaudited financial statements of Atari for the three months ended March 29, 1996 and March 31, 1995 included in the Registration Statement (i) do not comply in form in all material respects with the applicable accounting requirements of the Securities Act and the Rules and (ii) are not in conformity with generally accepted accounting principles applied on a basis substantially consistent with that of the audited financial statements of Atari; or (C) (i) with respect to the Company there were, at a specified date not more than five business days prior to the date of the letter, any increases in the total current liabilities, long-term debt or capital stock of the Company or decreases in working capital (deficit), total current assets, total assets or total stockholders' equity (deficit), of the Company, as compared with the amounts shown on the Company's audited June 30, 1996 balance sheet included in the Registration Statement and the Prospectus, or (ii) for the period from June 30, 1996 to such specified date not more than five business days prior to the date of the letter, there were any decreases in revenues, operating income or net income; (iii) they have performed certain other procedures as a result of which they determined that certain information of an accounting, financial or statistical nature (which is limited to accounting, financial or statistical information derived from the general accounting records of the Company) set forth in the Registration Statement and the Prospectus and specified by the Representatives agrees with the accounting records of the Company; and (iv) on the basis of a reading of the unaudited pro forma financial statements included in the Registration Statement and the Prospectus (the "pro forma financial statements"); carrying out certain specified procedures; inquiries of certain officials of the Company who have responsibility for financial and accounting matters; and proving the arithmetic accuracy of the application of the pro forma adjustments to the historical amounts in the pro forma financial statements, nothing came to their attention which caused them to believe that the pro forma financial statements do not comply in form in all material respects with the applicable accounting requirements of Rule 11-02 of Regulation S-X or that the pro forma adjustments have not been properly applied to the historical amounts in the compilation of such statements. References to the Registration Statement and the Prospectus in this paragraph (e) are to such documents as amended and supplemented at the date of the letter. (f) The Representatives shall have received on each Closing Date from Shack & Siegxx, X.C., counsel for the Company, an opinion, addressed to the Representatives and dated such Closing Date, and stating in effect that: (i) The Company has been duly organized and is validly existing as a corporation in good standing under the laws of the State of Delaware. Each U.S. subsidiary of the Company has been duly incorporated or formed and is an existing corporation in good standing under the laws of the jurisdiction of its incorporation or organization, except for such jurisdictions where the failure to so qualify, individually or in the aggregate, would not have a material adverse effect on the assets or properties, business, results of operations or financial condition of the Company and its subsidiaries, taken as a whole. (ii) Each of the Company and its U.S. subsidiaries has all requisite corporate power and authority to own, lease and license its assets and properties and conduct its business as described in the Registration Statement and the Prospectus; and the Company has all requisite corporate power and authority and all necessary governmental, and all other necessary authorizations, approvals, consents, orders, licenses, certificates and permits, to enter into, deliver and perform this Agreement and to issue and sell the Shares, other than those required under the Securities Act and state and foreign Blue Sky laws. (iii) The Company has authorized and issued capitalization as set forth under the caption "Capitalization" in the Prospectus; the certificates evidencing the Shares are in due and proper legal form and have been duly authorized for issuance by the Company; all of the outstanding shares of Common Stock of the Company have been duly and validly authorized and have been duly and validly issued and, assuming full payment therefor, are fully paid and nonassessable and none of them was issued in violation of any preemptive or other similar statutory right. The Shares, when issued and sold pursuant to this Agreement, will be duly and validly issued, fully paid and nonassessable and none of them will have been issued in violation of any preemptive or other similar statutory right. Except as disclosed in the Registration Statement and the Prospectus, to such counsel's knowledge, there is no outstanding option, warrant or other right calling for the issuance of, and no commitment, plan or agreement to issue, any share of stock of the Company or any security convertible into, or exercisable or exchangeable for, stock of the Company. The Common Stock, the Preferred Stock and the Shares conform in all material respects to all statements in relation thereto contained in the Registration Statement and the Prospectus. (iv) All necessary corporate action has been duly and validly taken by the Company to authorize the execution, delivery and performance of this Agreement. This Agreement has been duly and validly executed and delivered by the Company and constitutes and will constitute the legal, valid and binding obligation of the Company enforceable against the Company in accordance with its terms except (A) as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors' rights generally and by general equitable principles and (B) with respect to this Agreement, to the extent that rights to indemnity or contribution under this Agreement may be limited by federal or state securities laws or the public policy underlying such laws. (v) Neither the execution, delivery and performance of this Agreement by the Company nor the consummation of any of the transactions contemplated hereby (including, without limitation, the issuance and sale by the Company of the Shares) will (i) give rise to a right to terminate or accelerate the due date of any payment due under, or conflict with or result in the breach of any term or provision of, or constitute a default (or any event which with notice or lapse of time, or both, would constitute a default) under, or require any consent or waiver under, or result in the execution or imposition of any lien, charge or encumbrance upon any properties or assets of the Company or any of its subsidiaries pursuant to the terms of, any indenture, mortgage, deed of trust, note or other agreement or instrument of which such counsel is aware and to which the Company or any of its subsidiaries is a party or by which any of them or their properties or businesses is bound, or any franchise, license, permit, judgment, decree, order, statute, rule or regulation of which such counsel is aware and applicable to the Company or any of its subsidiaries or (ii) violate any provision of the charter or by-laws of the Company or any of its subsidiaries. (vi) To such counsel's knowledge, no default exists, and no event has occurred which with notice or lapse of time or both would constitute a default, in the due performance and observance of any term, covenant or condition, of any indenture, mortgage, deed of trust, note or any other agreement or instrument to which the Company or any of its subsidiaries is a party or by which any of them or their assets or properties or businesses is bound or affected which default would have a material adverse effect on the assets or properties, business, results of operations or financial condition of the Company and its subsidiaries, taken as a whole. (vii) To such counsel's knowledge, each of Eagle Geophysical Onshorethe Company and its subsidiaries is not in violation of any term or provision of its charter or by-laws or of any franchise, license, permit, judgment, decree, order, statute, rule or regulation, where the consequences of such violation would have a material adverse effect on the assets or properties, businesses, results of operations or financial condition of the Company and its subsidiaries, taken as a whole. (viii) No consent, approval, authorization or order of any court or governmental agency or body is required for the performance of this Agreement by the Company or the consummation of the transactions contemplated hereby, except such as have been obtained under the Securities Act and such as may be required under state securities or Blue Sky laws in connection with the purchase and distribution of the Shares by the several Underwriters. (ix) Except as described in the Registration Statement and the Prospectus, to such counsel's knowledge, there is no litigation or governmental or other proceeding or investigation before any court or before or by any public body or board pending or threatened (and such counsel does not know of any basis therefor) against, or involving the assets, properties or businesses of, the Company or any of its subsidiaries which, if determined adversely to the Company or any of its subsidiaries, would materially adversely affect the value or the operation of any such assets or properties or the business, results of operations or financial condition of the Company and its subsidiaries, taken as a whole. (x) The agreement of the Company, certain of its officers and directors, and WMS, the Company's sole stockholder prior to the sale of the Firm Shares stating that for a period of 180 days from the date of the Prospectus they will not, without Oppexxxxxxx & Xo., Inc.'s prior written consent issue, offer, sell, contract to sell, distribute, pledge, grant any option for the sale of, or otherwise dispose of, directly or indirectly, or encumber, or exercise any registration rights with respect to, or register with the Commission, as applicable, any shares of Common Stock owned by them (or any securities convertible into, exercisable for, or exchangeable for any shares of Common Stock) has been duly and validly delivered by such persons and constitutes a Delaware corporationlegal, valid and Eagle Geophysical Offshorebinding obligations of each such person (assuming due and valid execution thereof by each such person) enforceable against each such person in accordance with its terms, Inc. except as the enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors' rights generally and by general equitable principles. (formerly known xi) The statements in the Prospectus under the captions "Risk Factors-Anti-Takeover Provisions;" "-Shares Eligible for Future Sale"; "Business-Platform Licenses"; "-Intellectual Property Licenses"; "-Patent, Trademark, Copyright and Product Protection"; "-Legal Proceedings"; "Management-Compensation Committee Interlocks and Insider Participation;" "-Executive Compensation;" "-Employment Agreements"; "-Stock Option Plan;" "Certain Transactions"; "Arrangements With WMS"; "Description of Capital Stock"; and "Shares Eligible for Future Sale", insofar as Horizon Seismic,such statements constitute a summary of documents referred to therein or matters of law, are fair summaries of the material provisions thereof and accurately present the information called for with respect to such documents and matters. All contracts and other documents, of which such counsel is aware, required to be filed as exhibits to, or described in, the Registration Statement have been so filed with the Commission or are fairly described in the Registration Statement, as the case may be.

Conditions of the Underwriters’ Obligations. The obligations of the several Underwriters to purchase and pay for the Firm Securities shall be subject, in the Representatives' Representative's sole discretion, to the accuracy of the representations and warranties of the parties hereto Company and the Selling Securityholder contained herein as of the date hereof and as of the Firm Closing Date, as if made on and as of the Firm Closing Date, to the accuracy of the statements of the Company and the Selling Securityholders Company's officers made pursuant to the provisions hereof, to the performance by the parties hereto Company of their respective its covenants and agreements hereunder and to the following additional conditions: (a) If the Original Registration Statement or any amendment thereto filed prior to the Firm Closing Date has not been declared effective as of the time of execution hereof, the Original Registration Statement or such amendment andamendment, and if the Company has elected to rely upon Rule 462(b), the Rule 462(b) Registration Statement Statement, shall have been declared effective not later than the earlier of of: (i) 11:00 A.M.a.m., New York City time, on the date on which the amendment to the registration statement Registration Statement originally filed with respect to the Securities or to the Registration Statement, as the case may be, containing information regarding the initial public offering price of the Securities has been filed with the Commission Commission; and (ii) the time confirmations are sent or given as specified by Rule 462(b)(2)462(b) or, or with respect to the Original Registration Statement, or such later time and date as shall have been consented to by the RepresentativesRepresentative; if required, the Prospectus or any Term Sheet that constitutes a part thereof and any amendment or supplement thereto shall have been filed with the Commission in the manner and within the time period required by Rules 434 and 424(b) under the Act; no stop order suspending the effectiveness of the Registration Statement or any amendment thereto shall have been issued, and no proceedings for that purpose shall have been instituted or threatened or, to the knowledge of the Company or the RepresentativesSelling Securityholder, shall be contemplated by the Commission; and the Company shall have complied with any request of the Commission for additional information (to be included in the Registration Statement or the Prospectus or otherwise). (b) The Representatives Representative shall have received an opinion, dated the Firm Closing Date, of Gardere Wynnx Xxxxxx Gibsxx, Xxnn & XiggxXrutxxxx, X.L.P.XXP, counsel for the Company, Seitel Company and EHIthe Selling Securityholder, to the effect that: (i) Each of the Selling Securityholder, the Company and the Subsidiary has been duly organized and is validly existing and in good standing under the laws of its jurisdiction of organization and each of Eagle Geophysical Onshorethe Company and the Subsidiary is duly qualified to transact business as a foreign entity and is in good standing under the laws of all other jurisdictions where the ownership or leasing of its properties or the conduct of its businesses requires such qualification, Inc.except where the failure to be so qualified would not have a Material Adverse Effect. (ii) Each of the Selling Securityholder, a Delaware the Company and the Subsidiary has the corporate power and authority to own or lease its properties and conduct its businesses as described in the Registration Statement and the Prospectus; and the Company and the Selling Securityholder has the corporate power and authority to enter into this Agreement and to carry out the terms and provisions hereof to be carried out by it. (iii) The issued and outstanding shares of the Subsidiary have been duly authorized and validly issued, are fully paid and nonassessable, and, to the knowledge of such counsel, have not been issued in violation of or subject to any preemptive right, co-sale right, registration right, right of first refusal or other similar right; and, to the knowledge of such counsel, are owned by the Company free and clear of any perfected security interests that have been in existence for at least 21 days preceding the Firm Closing Date or any other pledge, security interests, liens, encumbrances, claims or equitable interests. The Company does not own or control, directly or indirectly, any corporation, and Eagle Geophysical Offshore, Inc. (formerly known as Horizon Seismic,association or other entity other than the Subsidiary.

Conditions of the Underwriters’ Obligations. The obligations of the several Underwriters to purchase and pay for the Firm Securities shall be subject, in the Representatives' sole discretion, to the accuracy of the representations and warranties of the parties hereto Trust and the Advisers contained herein as of the date hereof and as of the Firm Closing Date, as if made on and as of the Firm Closing Date, to the accuracy of the statements of the Company officers of the Trust and the Selling Securityholders Advisers made pursuant to the provisions hereof, to the performance by the parties hereto Trust and the Advisers of their respective covenants and agreements hereunder and to the following additional conditions: (a) If the Original Registration Statement or any amendment thereto filed prior to the Firm Closing Date has not been declared effective as of the time of execution hereof, the Original Registration Statement or such amendment and, if the Company Trust has elected to rely upon Rule 462(b), the Rule 462(b) Registration Statement shall have been declared effective not later than the earlier of (i) 11:00 A.M., New York time, on the date on which the amendment to the registration statement originally filed with respect to the Securities or to the Registration Statement, as the case may be, containing information regarding the initial public offering price of the Securities has been filed with the Commission and (ii) the time confirmations are sent or given as specified by Rule 462(b)(2), or with respect to the Original Registration Statement, or such later time and date as shall have been consented to by the Representatives; if required, the Prospectus or any Term Sheet that constitutes a part thereof and any amendment or supplement thereto shall have been filed with the Commission in the manner and within the time period required by Rules 434 and 424(b) 497 under the Act; no stop order suspending the effectiveness of the Registration Statement or any amendment thereto shall have been issued, and no proceedings for that purpose shall have been instituted or threatened or, to the knowledge knowledge, after due inquiry, of the Company Trust or the Representatives, shall be contemplated by the Commission; and the Company Trust shall have complied with any request of the Commission for additional information (to be included in the Registration Statement or the Prospectus or otherwise). (b) The Representatives shall have received an opinion, dated the Firm Closing Date, of Gardere Wynnx Xxxxxx Skadden, Arps, Slate, Xxxxxxx & Xiggx, X.L.P.Xxxx LLP, counsel for the CompanyTrust and the Advisers, Seitel in form and EHIsubstance satisfactory to counsel for the Underwriters, together with signed or reproduced copies of such letters for each of the other Underwriters substantially to the effect set forth in EXHIBIT A hereto and to such further effect as counsel to the Underwriters may reasonably request. (c) The Representatives shall have received an opinion, dated the Firm Closing Date, of Xxxxxxxx Chance US LLP, counsel for the Underwriters, with respect to the issuance and sale of the Firm Securities, the Registration Statement and the Prospectus, and such other related matters as the Representatives may reasonably require, and the Trust shall have furnished to such counsel such documents as they may reasonably request for the purpose of enabling them to pass upon such matters. (d) The Representatives shall have received from Deloitte & Touche LLP a letter or letters dated, respectively, the date hereof and the Firm Closing Date, in form and substance satisfactory to the Representatives, to the effect that: (i) they are independent accountants with respect to the Company Trust within the meaning of the Act and the applicable rules and regulations thereunder; (ii) in their opinion, the Statement of Assets and Liabilities audited by them and included in the Registration Statement and the Prospectus comply in form in all - 15 - material respects with the applicable accounting requirements of the Act and the related published rules and regulations; (iii) on the basis of carrying out certain specified procedures (which do not constitute an examination made in accordance with generally accepted auditing standards) that would not necessarily reveal matters of significance with respect to the comments set forth in this paragraph (iii), a reading of the minute books of the shareholders, the board of directors and any committees thereof of the Trust, and inquiries of certain officials of the Trust who have responsibility for financial and accounting matters, nothing came to their attention that caused them to believe that at a specific date not more than five business days prior to the date of such letter, there were any changes in the capital stock or long-term debt of the Trust or any decreases in not current assets or stockholders' equity of the Trust, in each case compared with amounts shown on the Statement of Assets and Liabilities included in the Registration Statement; and (iv) they have carried out certain specified procedures, not constituting an audit, with respect to certain amounts, percentages and financial information that are derived from the general accounting records of the Trust and are included in the Registration Statement and the Prospectus under the captions "Summary of Trust Expenses," and agree with the Trust's calculation of such data as set forth in the Prospectus. In the event that the letters referred to above set forth any such changes, decreases or increases, it shall be a further condition to the obligations of the Underwriters that (A) such letters shall be accompanied by a written explanation of the Trust as to the significance thereof, unless the Representatives deem such explanation unnecessary, and (B) such changes, decreases or increases do not, in the sole judgment of the Representatives, make it impractical or inadvisable to proceed with the purchase and delivery of the Securities as contemplated by the Registration Statement, as amended as of the date hereof. References to the Registration Statement and the Prospectus in this paragraph (d) with respect to either letter referred to above shall include any amendment or supplement thereto at the date of such letter. (e) The Representatives shall have received a certificate, dated the Firm Closing Date, of the principal executive officer and the principal financial or accounting officer of the Trust to the effect that: (i) the representations and warranties of the Trust in this Agreement are true and correct as if made on and as of the Firm Closing Date; the Registration Statement, as amended as of the Firm Closing Date, does not include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein not misleading, and the Prospectus, as amended or supplemented as of the Firm Closing Date, does not include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; and the Trust has performed all covenants and agreements and satisfied all conditions on its part to be performed or satisfied at or prior to the Firm Closing Date; (ii) no stop order suspending the effectiveness of the Registration Statement or any amendment thereto has been issued, and no proceedings for that purpose have been instituted or threatened or, to the best of the Trust's knowledge, after due inquiry, are contemplated by the Commission; and (iii) subsequent to the respective dates as of which information is given in the Registration Statement and the Prospectus, the Trust has not sustained any material loss or interference with its business or properties from fire, flood, hurricane, accident or other calamity, whether or not covered by insurance, or from any labor dispute or any legal or governmental proceeding, and there has not been any material adverse change, or any development involving a prospective material adverse change, in the condition (financial or otherwise), management, business prospects, net worth or results of operations of the Trust, except in each case as described in or contemplated by the Prospectus (exclusive of any amendment or supplement thereto). (f) The Representatives shall have received a certificate, dated the Firm Closing Date, of the principal executive officer and the principal financial or accounting officer of BAI to the effect that: (i) the representations and warranties of BAI in this Agreement are true and correct as if made on and as of the Firm Closing Date, and the description of BAI and its business included in the Prospectus, as amended or supplemented as of the Firm Closing Date, does not include any untrue statement or a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; (ii) no stop order suspending the effectiveness of the Registration Statement or any amendment thereto has been issued, and no proceedings for that purpose have been instituted or threatened or, to the best of BAI's knowledge, after due inquiry, are contemplated by the Commission; and (iii) subsequent to the respective dates as of which information is given in the Registration Statement and the Prospectus, BAI has not sustained any material loss or interference with its business or properties from fire, flood, hurricane, accident or other calamity, whether or not covered by insurance, or from any labor dispute or any legal or governmental proceeding, and there has not been any material adverse change, or any development involving a prospective material adverse change, in the condition (financial or otherwise), management, business prospects, net worth or results of operations of BAI, except in each case as described in or contemplated by the Prospectus (exclusive of any amendment or supplement thereto). (g) The Representatives shall have received a certificate, dated the Firm Closing Date, of the principal executive officer and the principal financial or accounting officer of BFM to the effect that: (i) the representations and warranties of BFM in this Agreement are true and correct as if made on and as of the Firm Closing Date, and the description of BFM and its business included in the Prospectus, as amended or supplemented as of the Firm Closing Date, does not include any untrue statement or a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; and (ii) subsequent to the respective dates as of which information is given in the Registration Statement and the Prospectus, BFM has not sustained any material loss or interference with its business or properties from fire, flood, hurricane, accident or other calamity, whether or not covered by insurance, or from any labor dispute or any legal or governmental proceeding, and there has not been any material adverse change, or any development involving a prospective material adverse change, in the condition (financial or otherwise), management, business prospects, net worth or results of operations of BFM, except in each case as described in or contemplated by the Prospectus (exclusive of any amendment or supplement thereto). (h) On or before the Firm Closing Date, the Representatives and counsel for the Underwriters shall have received such further certificates, documents or other information as they may have reasonably requested from the Trust and any Adviser. (i) Prior to the commencement of the offering of the Securities, the Securities shall have been approved for listing on the NYSE, subject to official notice of issuance. All opinions, certificates, letters and documents delivered pursuant to this Agreement will comply with the provisions hereof only if they are reasonably satisfactory in all material respects to the Representatives and counsel for the Underwriters. The Trust shall furnish to the Representatives such conformed copies of such opinions, certificates, letters and documents in such quantities as the Representatives and counsel for the Underwriters shall reasonably request. The respective obligations of the several Underwriters to purchase and pay for any Option Securities shall be subject, in their discretion, to each of Eagle Geophysical Onshorethe foregoing conditions to purchase the Firm Securities, Inc.except that all references to the Firm Securities and the Firm Closing Date shall be deemed to refer to such Option Securities and the related Option Closing Date, a Delaware corporation, and Eagle Geophysical Offshore, Inc. (formerly known as Horizon Seismic,respectively.

Conditions of the Underwriters’ Obligations. The obligations of the ------------------------------------------- several Underwriters to purchase and pay for the Firm Securities shall be subject, in the Representatives' sole discretion, to the accuracy of the representations and warranties of the parties hereto contained herein Company and Xxxxxxx in Section 2(A) hereof and of the Selling Stockholders in Section 2(B) hereof, in each case as of the date hereof and as of the Firm Closing Date, as if made on and as of the Firm Closing Date, to the accuracy of the statements of the Company and the Selling Securityholders Company's officers made pursuant to the provisions hereof, to the performance by the parties hereto Company and the Selling Stockholders of their respective covenants and agreements hereunder and to the following additional conditions: (a) If the Original Registration Statement or any amendment thereto filed prior to the Firm Closing Date has not been declared effective as of the time of execution hereof, the Original Registration Statement or such amendment and, if the Company has elected to rely upon Rule 462(b), the Rule 462(b) Registration Statement shall have been declared effective not later than the earlier of (i) 11:00 A.M., New York time, on the date on which the amendment to the registration statement originally filed with respect to the Securities or to the Registration Statement, as the case may be, containing information regarding the initial public offering price of the Securities has been filed with the Commission and (ii) the time confirmations are sent or given as specified by Rule 462(b)(2), or with respect to the Original Registration Statement, or such later time and date as shall have been consented to by the Representatives; if required, the Prospectus or any Term Sheet that constitutes a part thereof and any amendment or supplement thereto shall have been filed with the Commission in the manner and within the time period required by Rules 434 and 424(b) under the Act; no stop order suspending the effectiveness of the Registration Statement or any amendment thereto shall have been issued, and no proceedings for that purpose shall have been instituted or threatened or, to the knowledge of the Company Company, the Selling Stockholders or the Representatives, shall be contemplated by the Commission; and the Company and each Selling Stockholder shall have complied with any request of the Commission for additional information (to be included in the Registration Statement or the Prospectus or otherwise). (b) The Representatives shall have received an opinion, dated the Firm Closing Date, of Gardere Wynnx Xxxxxx Xxxxx & XiggxXxxxxxx, X.L.P.L.L.P., counsel for the Company, Seitel and EHI, to the effect that: (i) the Company and each of Eagle Geophysical Onshoreits subsidiaries listed in Schedule 3 hereto (the "Subsidiaries") have been duly organized and are validly existing as corporations in good standing under the laws of their respective jurisdictions of incorporation and are duly qualified to transact business as foreign corporations and are in good standing under the laws of all other jurisdictions where the ownership or leasing of their respective properties or the conduct of their respective businesses requires such qualification, Inc.except where the failure to be so qualified does not amount to a material liability or disability to the Company and the Subsidiaries, taken as a Delaware corporationwhole; (ii) the Company and each of the Subsidiaries have corporate power to own or lease their respective properties and conduct their respective businesses as described in the Registration Statement and the Prospectus, and Eagle Geophysical Offshorethe Company has corporate power to enter into this Agreement and to carry out all the terms and provisions hereof to be carried out by it; (iii) the issued shares of capital stock of each of the Subsidiaries have been duly authorized and validly issued, Inc. are fully paid and nonassessable and are owned beneficially by the Company free and clear of any perfected security interests or, to the best knowledge of such counsel, any other security interests, liens, encumbrances, equities or claims; (formerly iv) the Company has an authorized, issued and outstanding capitalization as set forth in the Prospectus; all of the issued shares of capital stock of the Company have been duly authorized and validly issued and are fully paid and nonassessable, have been issued in compliance with all applicable federal and state securities laws and were not issued in violation of or subject to any preemptive rights or other rights to subscribe for or purchase securities; the Firm Securities have been duly authorized by all necessary corporate action of the Company and, when issued and delivered to and paid for by the Underwriters pursuant to this Agreement, will be validly issued, fully paid and nonassessable; the Securities have been duly included for trading on the Nasdaq National Market; no holders of outstanding shares of capital stock of the Company are entitled as such to any preemptive or other rights to subscribe for any of the Securities; and no holders of securities of the Company are entitled to have such securities registered under the Registration Statement; (v) the statements set forth under the heading "Description of Capital Stock" in the Prospectus, insofar as such statements purport to summarize certain provisions of the capital stock of the Company, provide a fair summary of such provisions; and the statements set forth under the heading "Business--Legal Proceedings" in the Prospectus, insofar as such statements constitute a summary of the legal matters, documents or proceedings referred to therein, provide a fair summary of such legal matters, documents and proceedings; (vi) the execution and delivery of this Agreement have been duly authorized by all necessary corporate action of the Company and this Agreement has been duly executed and delivered by the Company; (vii) (A) no legal or governmental proceedings are pending to which the Company or any of the Subsidiaries is a party or to which the property of the Company or any of the Subsidiaries is subject that are required to be described in the Registration Statement or the Prospectus and are not described therein, and, to the best knowledge of such counsel, no such proceedings have been threatened against the Company or any of the Subsidiaries or with respect to any of their respective properties and (B) no contract or other document is required to be described in the Registration Statement or the Prospectus or to be filed as an exhibit to the Registration Statement that is not described therein or filed as required; (viii) the issuance, offering and sale of the Securities to the Underwriters by the Company pursuant to this Agreement, the compliance by the Company with the other provisions of this Agreement and the consummation of the other transactions herein contemplated do not (A) require the consent, approval, authorization, registration or qualification of or with any governmental authority, except such as have been obtained and such as may be required under state securities or blue sky laws, or (B) conflict with or result in a breach or violation of any of the terms and provisions of, or constitute a default under, any indenture, mortgage, deed of trust, lease or other agreement or instrument, known to such counsel, to which the Company or any of the Subsidiaries is a party or by which the Company or any of the Subsidiaries or any of their respective properties are bound, or the charter documents or by-laws of the Company or any of the Subsidiaries, or any statute or any judgment, decree, order, rule or regulation of any court or other governmental authority or any arbitrator known to such counsel and applicable to the Company or Subsidiaries; (ix) the Registration Statement is effective under the Act; any required filing of the Prospectus, or any Term Sheet that constitutes a part thereof, pursuant to Rules 434 and 424(b) has been made in the manner and within the time period required by Rules 434 and 424(b); and no stop order suspending the effectiveness of the Registration Statement or any amendment thereto has been issued, and no proceedings for that purpose have been instituted or threatened or, to the best knowledge of such counsel, are contemplated by the Commission; (x) the Registration Statement originally filed with respect to the Securities and each amendment thereto, any Rule 462(b) Registration Statement and the Prospectus (in each case, other than the financial statements and other financial information contained therein, as Horizon Seismic,to which such counsel need express no opinion) comply as to form in all material respects with the applicable requirements of the Act and the rules and regulations of the Commission thereunder; and (xi) if the Company elects to rely on Rule 434, the Prospectus is not "materially different", as such term is used in Rule 434, from the prospectus included in the Registration Statement at the time of its effectiveness or an effective post-effective amendment thereto (including such information that is permitted to be omitted pursuant to Rule 430A). Such counsel shall also state that they have no reason to believe that the Registration Statement, as of its effective date, contained any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary to make the statements therein not misleading or that the Prospectus, as of its date or the date of such opinion, included or includes any untrue statement of a material fact or omitted or omits to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. In rendering any such opinion, such counsel may rely, as to matters of fact, to the extent such counsel deems proper, on certificates of responsible officers of the Company and public officials [and, as to matters involving the application of laws of any jurisdiction other than the State of __________________ or the United States, to the extent satisfactory in form and scope to counsel for the Underwriters, upon the opinion of [insert name of local --------------------- counsel]. [The foregoing opinion shall also state that the Underwriters are -------- justified in relying upon such opinion of [insert name of local counsel], and ------------------------------ copies of such opinion shall be delivered to the Representatives and counsel for the Underwriters.] References to the Registration Statement and the Prospectus in this paragraph (b) shall include any amendment or supplement thereto at the date of such opinion.

Conditions of the Underwriters’ Obligations. The obligations of the several Underwriters Underwriter hereunder to purchase and pay for the Firm Securities shall be subject, in the Representatives' sole discretion, Shares are subject to the accuracy of the representations and warranties of the parties hereto contained herein accuracy, as of the date hereof and as of at the Firm Closing Date, Date (as if made on and as of at the Firm Closing Date), to the accuracy of the statements and compliance with all representations, warranties and agreements of the Company and the Selling Securityholders made pursuant to the provisions hereofStockholder contained herein, to the performance by the parties hereto Company and the Selling Stockholder of their respective covenants and agreements obligations hereunder and to the following additional conditions: (a) If the Original Registration Statement or any amendment thereto filed prior to the Firm Closing Date has not been declared effective as filing of the time of execution hereof, the Original Registration Statement or such amendment and, if the Company has elected to rely upon Rule 462(b), the Rule 462(b) Registration Statement shall have been declared effective not later than the earlier of (i) 11:00 A.M., New York time, on the date on which the amendment to the registration statement originally filed with respect to the Securities or to the Registration Statement, as the case may be, containing information regarding the initial public offering price of the Securities has been filed with the Commission and (ii) the time confirmations are sent or given as specified by Rule 462(b)(2)Prospectus, or with respect to the Original Registration Statement, or such later time and date as shall have been consented to by the Representatives; if required, the Prospectus or any Term Sheet that constitutes a part thereof and any amendment or supplement thereto thereto, or any Issuer Free Writing Prospectus, is required under the Securities Act or the Rules and Regulations, the Company shall have been filed the Prospectus (or such amendment or supplement) or such Issuer Free Writing Prospectus with the Commission in the manner and within the time period so required by Rules 434 and 424(b(without reliance on Rule 424(b)(8) or 164(b) under the Securities Act); the Registration Statement shall remain effective; no stop order suspending the effectiveness of the Registration Statement or any part thereof, or any amendment thereto thereof, nor suspending or preventing the use of the Time of Sale Disclosure Package, the Prospectus or any Issuer Free Writing Prospectus shall have been issued, and ; no proceedings for that purpose the issuance of such an order shall have been instituted initiated or threatened or, to the knowledge of the Company or the Representatives, shall be contemplated by the Commissionthreatened; and the Company shall have complied with any request of the Commission or the Underwriter for additional information (to be included in the Registration Statement or Statement, the Time of Sale Disclosure Package, the Prospectus, any Issuer Free Writing Prospectus or otherwise)) shall have been complied with to the Underwriter’s satisfaction. (b) If the Company has elected to rely upon Rule 430B, the information concerning the public offering price of the Shares and price-related information, and such other information omitted from the Prospectus in reliance on Rule 430B, shall have been filed with the Commission pursuant to Rule 424(b) in the manner and within the prescribed time period (without reliance on Rule 424(b)(8)) and the Company will provide evidence satisfactory to the Representative of such timely filing (or a post-effective amendment providing such information shall have been filed and declared effective in accordance with the requirements of Rules 430B and 424(b)). (c) FINRA shall have raised no objections to the fairness and reasonableness of the underwriting terms and arrangements. (d) The Representatives Underwriter shall not have reasonably determined, and advised the Company, that the Registration Statement, the Time of Sale Disclosure Package or the Prospectus, or any amendment thereof or supplement thereto, or any Issuer Free Writing Prospectus, contains an untrue statement of fact which, in the Underwriter’s reasonable opinion, is material, or omits to state a fact which, in the Underwriter’s reasonable opinion, is material and is required to be stated therein or necessary to make the statements therein not misleading. (e) Except as contemplated in the Time of Sale Disclosure Package or in the Prospectus, subsequent to the respective dates as of which information is given in the Time of Sale Disclosure Package, neither the Company nor any of its Subsidiaries shall have incurred any material liabilities or obligations, direct or contingent, or entered into any material transactions, or declared or paid any dividends or made any distribution of any kind with respect to its capital stock; and there shall not have been any change in the capital stock of the Company (other than a change in the number of outstanding shares of Common Stock due to forfeiture of equity awards, the issuance of shares upon the exercise of outstanding options, stock appreciation rights or warrants, or the vesting of restricted stock units or restricted stock, or any issuance of options, stock appreciation rights, restricted stock units, restricted stock, warrants, convertible securities or other rights to purchase the capital stock of the Company) any Material Adverse Effect (whether or not arising in the ordinary course of business), or any loss by strike, fire, flood, earthquake, accident or other calamity, whether or not covered by insurance, incurred by the Company or any Subsidiary, the effect of which, in any such case described above, in the reasonable judgment of the Underwriter, makes it impractical or inadvisable to offer or deliver the Shares, on the terms and in the manner contemplated in the Time of Sale Disclosure Package, the Registration Statement and in the Prospectus. (f) On the Closing Date, there shall have been furnished to the Underwriter an opinion of New Jersey counsel and an opinion and negative assurance letter of Xxxx Xxxxxxx LLP, each dated the Closing Date and addressed to the Underwriter, in form and substance reasonably satisfactory to the Underwriter, which in the aggregate address the items set forth in Schedule III. (g) On the Closing Date, there shall have been furnished to the Underwriter the opinion of Xxxxxx Xxxxxxxx Xxxxx & Xxxxxxxx, LLP counsel to the Selling Stockholder, dated the Closing Date and addressed to the Underwriter, in form and substance reasonably satisfactory to the Underwriter, to the effect set forth in Schedule IV. (h) The Underwriter shall have received an opiniona letter of KPMG LLP, on the date hereof and on the Closing Date addressed to the Underwriter, confirming that they are independent public accountants within the meaning of the Securities Act and are in compliance with the applicable requirements relating to the qualifications of accountants under Rule 2-01 of Regulation S-X of the Commission, and confirming, as of the date of each such letter (or, with respect to matters involving changes or developments since the respective dates as of which specified financial information is given in the Time of Sale Disclosure Package, as of a date not prior to the date hereof or more than five days prior to the date of such letter), the conclusions and findings of said firm with respect to the financial information and other matters reasonably required by the Underwriter. (i) On the Closing Date, there shall have been furnished to the Underwriter a certificate, dated the Firm Closing DateDate and addressed to the Underwriter, signed by the chief executive officer and the chief financial officer of Gardere Wynnx Xxxxxx & Xiggx, X.L.P., counsel for the Company, Seitel and EHIin their capacity as officers of the Company, to the effect that: (i) The representations and warranties of the Company in this Agreement are true and correct, in all material respects, as if made at and as of the Closing Date, and the Company has complied with all the agreements and satisfied all the conditions on its part to be performed or satisfied at or prior to the Closing Date; (ii) No stop order or other order (A) suspending the effectiveness of the Registration Statement or any part thereof or any amendment thereof, (B) suspending the qualification of the Shares for offering or sale, or (C) suspending or preventing the use of the Time of Sale Disclosure Package, the Prospectus or any Issuer Free Writing Prospectus, has been issued, and no proceeding for that purpose has been instituted or, to their knowledge, is contemplated by the Commission or any state or regulatory body; and (iii) There has been no occurrence of any event resulting or reasonably likely to result in a Material Adverse Effect during the period from and after the date of this Agreement and prior to the Closing Date. (j) On the Closing Date, there shall have been furnished to the Underwriter certificates, dated the Closing Date and addressed to the Underwriter, signed by the Selling Stockholder, to the effect that the representations and warranties of the Selling Stockholder in this Agreement are true and correct, in all material respects, as if made at and as of the Closing Date, and the Selling Stockholder has complied with all the agreements and satisfied all the conditions on its part to be performed or satisfied at or prior to the Closing Date. (k) The Company and the Selling Stockholder shall have furnished to the Underwriter and its counsel such additional documents, certificates and evidence as the Underwriter or its counsel may have reasonably requested. If any condition specified in this Section 7 shall not have been fulfilled when and as required to be fulfilled, this Agreement may be terminated by the Underwriter by notice to the Company and each the Selling Stockholder at any time at or prior to the Closing Date and such termination shall be without liability of Eagle Geophysical Onshoreany party to any other party, Inc.except that Section 6(b)(i), a Delaware corporation, Section 8 and Eagle Geophysical Offshore, Inc. (formerly known as Horizon Seismic,Section 9 shall survive any such termination and remain in full force and effect.

Conditions of the Underwriters’ Obligations. The Underwriters' obligations of the several Underwriters hereunder to purchase and pay for the Firm Securities shall be subjectShares are subject (as of the date hereof, in the Representatives' sole discretion, Closing Time and the Option Closing Time) to the accuracy of and compliance with the representations and warranties of the parties hereto contained Company herein as of the date hereof and as of the Firm Closing Date, as if made on in each certificate and as of the Firm Closing Date, document contemplated under this Agreement to the accuracy of the statements of the Company and the Selling Securityholders made pursuant to the provisions hereofbe delivered, to the performance by the parties hereto Company of their respective its covenants and agreements hereunder and under each such certificate and document, and to the following additional conditions: (ai) If the Original Registration Statement or any amendment thereto filed prior to the Firm Closing Date has not been declared effective as of the time of execution hereof, the Original Registration Statement or such amendment and, if the Company has elected to rely upon Rule 462(b), the Rule 462(b) The Registration Statement shall have been declared become effective not later than the earlier of (i) 11:00 A.M.5:00 p.m., New York Cleveland time, on the date of this Agreement, or at such later time or on which such later date as you may agree to in writing; (ii) if required, the amendment Prospectus shall have been filed with the Commission pursuant to Rule 424(b)(1) or (4) of the Rules and Regulations within the applicable time period prescribed for such filing thereunder and in accordance with the provisions of Section 6(b) hereof; (iii) at or prior to the registration statement originally filed with respect to Closing Time or the Securities or to the Registration StatementOption Closing Time, as the case may be, containing information regarding the initial public offering price of the Securities has been filed with the Commission and (ii) the time confirmations are sent or given as specified by Rule 462(b)(2), or with respect to the Original Registration Statement, or such later time and date as shall have been consented to by the Representatives; if required, the Prospectus or any Term Sheet that constitutes a part thereof and any amendment or supplement thereto shall have been filed with the Commission in the manner and within the time period required by Rules 434 and 424(b) under the Act; no stop order suspending the effectiveness of the Registration Statement or the qualification or registration of the Shares under the Blue Sky laws of any amendment thereto jurisdiction shall have been issued, issued and no proceedings proceeding for that purpose shall have been instituted initiated or threatened or, to the knowledge of the Company or the Representatives, shall be threatened or contemplated by the CommissionCommission or the authorities of any such jurisdiction; and the Company shall have complied with (iv) any request for additional information on the part of the Commission or any such authorities shall have been complied with to the satisfaction of the Commission or such authorities and to the reasonable satisfaction of Counsel for additional information the Underwriters; (v) the NASD, upon review of the terms of the public offering of Shares, shall not have objected to be included such offering, such terms, or the Underwriters' participation in the Registration Statement or same; and (vi) after the Prospectus or otherwise). (b) The Representatives shall have received an opiniondate hereof, dated the Firm Closing Date, of Gardere Wynnx Xxxxxx & Xiggx, X.L.P., counsel for the Company, Seitel and EHI, to the effect that: (i) the Company and each of Eagle Geophysical Onshore, Inc., a Delaware corporation, and Eagle Geophysical Offshore, Inc. (formerly known as Horizon Seismic,no amendment or

Conditions of the Underwriters’ Obligations. The obligations of the ------------------------------------------- several Underwriters to purchase and pay for the Firm Securities shall be subject, in the Representatives' sole discretion, to the accuracy of the representations and warranties of the parties hereto Company and the Operating Partnership contained herein as of the date hereof and as of the Firm Closing Date, as if made on and as of the Firm Closing Date, to the accuracy of the statements of the Company and the Selling Securityholders Company's officers made pursuant to the provisions hereof, to the performance by the parties hereto Company and the Operating Partnership of their respective covenants and agreements hereunder and to the following additional conditions: (a) If the Original Registration Statement or any amendment thereto filed prior to the Firm Closing Date has not been declared effective as of the time of execution hereof, the Original Registration Statement or such amendment and, if the Company has elected to rely upon Rule 462(b), the Rule 462(b) Registration Statement shall have been declared effective not later than the earlier of (i) 11:00 A.M., New York time, on the date on which the amendment to the registration statement originally filed with respect to the Securities or to the Registration Statement, as the case may be, containing information regarding the initial public offering price of the Securities has been filed with the Commission and (ii) the time confirmations are sent or given as specified by Rule 462(b)(2), or with respect to the Original Registration Statement, or such later time and date as shall have been consented to by the Representatives; if required, the Prospectus or any Term Sheet that constitutes a part thereof and any amendment or supplement thereto shall have been filed with the Commission in the manner and within the time period required by Rules 434 and 424(b) under the Act; no stop order suspending the effectiveness of the Registration Statement or any amendment thereto shall have been issued, and no proceedings for that purpose shall have been instituted or threatened or, to the knowledge of the Company or the Representatives, shall be contemplated by the Commission; and the Company shall have complied with any request of the Commission for additional information (to be included in the Registration Statement or the Prospectus or otherwise). (b) The Representatives shall have received an opinion, dated the Firm Closing Date, of Gardere Wynnx Xxxxxx & Xiggx, X.L.P.Xxxxxxx, counsel for the Company, Seitel Company and EHIits subsidiaries, to the effect that: (i) the Company and each of Eagle Geophysical Onshore, Inc., a Delaware corporation, and Eagle Geophysical OffshoreXxxxxx Services, Inc. (formerly the "Services Company") have been duly incorporated and are validly existing as corporations in good standing under the laws of the State of Maryland and are duly qualified to transact business as foreign corporations and are in good standing under the laws of the States of California and Delaware, and based solely on certificates from public officials, we confirm that each of the Company and the Services Company is duly qualified to transact business as foreign corporations and in good standing under the laws of the States of Arizona and Washington. The Operating Partnership has been duly organized and is validly existing as a limited partnership in good standing under the laws of the State of Delaware and is duly qualified to transact business as a foreign limited partnership and is in good standing under the laws of the State of California, and based solely on certificates from public officials, we confirm that the Operating Partnership is duly qualified to transact business in the States of Arizona and Washington; [ALSO, TO COVER ANY OTHER SUBSIDIARIES TO BE FORMED BEFORE CLOSING] (ii) the Company and each of the Subsidiaries have corporate or partnership power (as the case may be) to own or lease their respective properties and conduct their respective businesses as described in the Registration Statement and the Prospectus, and each of the Company and the Operating Partnership has corporate or partnership power (as the case may be) to enter into this Agreement and to carry out all the terms and provisions hereof to be carried out by it; (iii) the issued shares of capital stock of the Services Company have been duly authorized and validly issued, are fully paid and nonassessable and, except as otherwise set forth in the Prospectus, to the best knowledge of such counsel, are owned beneficially by the Company free and clear of any perfected security interests or any other security interests, liens, encumbrances, equities or claims; (iv) the authorized, issued and outstanding capital stock of the Company is as set forth under the caption "Capitalization" in the Prospectus; all necessary and proper corporate proceedings have been taken in order to authorize validly the Common Stock referred to therein; all outstanding shares of Common Stock (including the Firm Securities, when issued and paid for by the Underwriters in accordance with the terms of this Agreement) have been (or, in the case of the Firm Securities, will be) duly and validly issued, are fully paid and nonassessable, have been issued in compliance with the registration requirements of federal and state securities laws (or pursuant to an exemption therefrom), were not, to the knowledge of such counsel, issued in violation of or subject to, under the Company's charter or Maryland law or any agreement to which the Company is a party and which is known to such counsel, any preemptive rights or other rights to subscribe for or purchase any securities, and conform to the description thereof contained in the Prospectus; to the knowledge of such counsel, no holders of outstanding shares of capital stock of the Company are entitled under the Company's charter or Maryland law or any agreement to which the Company is a party and which is known to such counsel, as Horizon Seismic,such, to any preemptive or other rights to subscribe for any of the Firm Securities; and no holders of securities of the Company are entitled to have such securities registered under the Registration Statement; (v) the Units issued in connection with the Formation Transactions, including, without limitation, the Units issued to the Company, were duly authorized for issuance by the Operating Partnership to the holders thereof. The Units issued to the Company, upon contribution of cash in the amount specified in the Operating Partnership Agreement, will be validly issued. The Units issued to the Continuing Investors in connection with the Formation Transactions, upon delivery of the consideration specified in the Omnibus Option Agreement (identified on Schedule 3 hereto), will be validly issued. The issuance of the Units to the Continuing Investors at or prior to the Firm Closing Date as contemplated in the Omnibus Option Agreement is or was (as the case may be) exempt from registration under the Act. The terms of the Units conform in all material respects to the description thereof and all statements related thereto contained in the Prospectus. The issuances of securities described in Items 31 and 32 of the Registration Statement were not at the time of issue, and are not as of the Delivery Date, required to be registered under the Act; (vi) the Formation Transactions did not constitute a "roll-up transaction" under Item 901(c) of Regulation S-K of the federal securities laws ("Regulation S-K") since they fall within Item 901(c)(2)(ii) of Regulation S-K; (vii) except as disclosed in the Registration Statement and the Prospectus, to the best knowledge of such counsel there are no outstanding (A) securities, equity interests or obligations of the Company or any of its subsidiaries convertible into or exchangeable for any capital stock or equity interests (as the case may be) of the Company or any such subsidiary, (B) warrants, rights or options to subscribe for or purchase from the Company to any such subsidiary any such capital stock or equity interests or any such convertible or exchangeable securities, equity interests or obligations, or (C) obligations of the Company or any such subsidiary to issue any shares of capital stock, equity interests, any such convertible or exchangeable securities, equity interests or obligations, or any such warrants, rights or options;

Conditions of the Underwriters’ Obligations. The obligations of ------------------------------------------- the several Underwriters to purchase and pay for the Firm Securities shall be subject, in the Representatives' sole discretion, to the accuracy of the representations and warranties of the parties hereto Company and the Selling Stockholders contained herein as of the date hereof and as of the Firm Closing Date, as if made on and as of the Firm Closing Date, to the accuracy of the statements of the Company Company's officers and the Selling Securityholders Stockholders made pursuant to the provisions hereof, to the performance by the parties hereto Company and the Selling Stockholders of their respective covenants and agreements hereunder and to the following additional conditions: (a) If the Original Registration Statement or any amendment thereto filed prior to the Firm Closing Date has not been declared effective as of the time of execution hereof, the Original Registration Statement or such amendment and, if the Company has elected to rely upon on Rule 462(b), the Rule 462(b) Registration Statement Statement, shall have been declared effective not later than the earlier of (i) 11:00 A.M., New York City time, on the date on which the amendment to the registration statement originally filed with respect to the Securities or to the Registration Statement, as the case may be, containing information regarding the initial public offering price of the Securities has been filed with the Commission and (ii) the time confirmations are sent or given as specified by Rule 462(b)(2), or with respect to the Original Registration Statement, or such later time and date as shall have been consented to by the Representatives; if required, the Prospectus or any Term Sheet that constitutes a part thereof and any Integrated Prospectus and any amendment or supplement thereto shall have been filed with the Commission in the manner and within the time period required by Rules 434 and 424(b) under the Act; no stop order suspending the effectiveness of the Registration Statement or any amendment thereto and no order directed at any document incorporated by reference in the Registration Statement, the Prospectus or any Integrated Prospectus shall have been issued, and no proceedings for that purpose shall have been instituted or threatened or, to the knowledge of the Company Company, any of the Selling Stockholders or the Representatives, shall be contemplated by the Commission; and the Company shall have complied with any request of the Commission for additional information (to be included in the Registration Statement or Statement, the Prospectus, any Integrated Prospectus or otherwise). (b) The Representatives shall have received an opinion, dated the Firm Closing Date, of Gardere Wynnx Xxxxxx Xxxxxxx, Xxxx & Xiggx, X.L.P.Xxxxx, counsel for the Company, Seitel and EHI, to the effect that: (i) the Company has been duly organized and each is validly existing as a corporation in corporate good standing under the laws of Eagle Geophysical Onshorethe State of Delaware and is duly qualified to transact business as a foreign corporation and is in good standing under the laws of all other jurisdictions where the ownership or leasing of its properties or the conduct of its businesses requires such qualification, Inc.except where the failure to be so qualified does not amount to a material liability or disability to the Company and its subsidiaries, taken as a Delaware corporationwhole; (ii) the Company has the corporate power to own or lease its properties and conduct its businesses as described in the Registration Statement and the Prospectus, and Eagle Geophysical Offshorethe Company has corporate power to enter into this Agreement and to carry out all the terms and provisions hereof to be carried out by it; (iii) the Company has an authorized, Inc. issued and outstanding capitalization as set forth in the Prospectus and any Integrated Prospectus; all of the issued shares of capital stock of the Company have been duly authorized and validly issued and are fully paid and nonassessable and were not issued in violation of or subject to any preemptive rights or other rights to subscribe for or purchase securities; the Firm Securities have been duly authorized by all necessary corporate action of the Company and, when issued and delivered to and paid for by the Underwriters pursuant to this Agreement, will be validly issued, fully paid and nonassessable; no holders of outstanding shares of capital stock of the Company are entitled as such under the Certificate of Incorporation or the by-laws of the Company or the General Corporation Law of the State of Delaware or, to the best knowledge of such counsel, otherwise, to any preemptive or other rights to subscribe for any of the Securities; and, to the best knowledge of such counsel, no holders of securities of the Company are entitled to have such securities registered under the Registration Statement except such securities as are actually so registered; (formerly known iv) the statements set forth under the heading "Description of Capital Stock" in the Prospectus and any Integrated Prospectus, insofar as Horizon Seismicsuch statements purport to summarize certain provisions of the capital stock of the Company, are correct in all material respects, and the statements set forth under the headings "Business - Legal Proceedings," "Management - Stock Plans" and "Certain

Conditions of the Underwriters’ Obligations. The obligations of the Underwriters under this Agreement are several and not joint. The respective obligations of the Underwriters to purchase and pay for the Firm Securities shall be subject, in the Representatives' sole discretion, are subject to the accuracy each of the representations following terms and warranties of the parties hereto contained herein as of the date hereof and as of the Firm Closing Date, as if made on and as of the Firm Closing Date, to the accuracy of the statements of the Company and the Selling Securityholders made pursuant to the provisions hereof, to the performance by the parties hereto of their respective covenants and agreements hereunder and to the following additional conditions: (a) If Notification that the Original Registration Statement or any amendment thereto filed prior to the Firm Closing Date has not been declared become effective as of the time of execution hereof, the Original Registration Statement or such amendment and, if the Company has elected to rely upon Rule 462(b), the Rule 462(b) Registration Statement shall have been declared effective not later than received by the earlier of (i) 11:00 A.M., New York time, on Representative and the date on which the amendment to the registration statement originally filed with respect to the Securities or to the Registration Statement, as the case may be, containing information regarding the initial public offering price of the Securities has Final Prospectus shall have been timely filed with the Commission and in accordance with Section 4(a) of this Agreement. (iib) No order preventing or suspending the time confirmations are sent or given as specified by Rule 462(b)(2), or with respect to the Original Registration Statement, or such later time and date as shall have been consented to by the Representatives; if requireduse of any Preliminary Prospectus, the Prospectus or any Term Sheet that constitutes a part thereof and any amendment or supplement thereto “free writing prospectus” (as defined in Rule 405 of the Rules), shall have been filed with the Commission or shall be in the manner effect and within the time period required by Rules 434 and 424(b) under the Act; no stop order suspending the effectiveness of the Registration Statement or any amendment thereto shall have been issued, be in effect and no proceedings for that such purpose shall have been instituted be pending before or threatened or, to the knowledge of the Company or the Representatives, shall be contemplated by the Commission or a Canadian Commission; , and any requests for additional information on the Company shall have complied with any request part of the Commission for additional information (to be included in the Registration Statement or the Prospectus or otherwise)) or a Canadian Commission shall have been complied with to the satisfaction of the Commission and the Representative. (bc) The Representatives representations and warranties of the Company contained in this Agreement and in the certificates delivered pursuant to Section 3(d) shall be true and correct when made and on and as of each Closing Date as if made on such date. The Company shall have performed all covenants and agreements and satisfied all the conditions contained in this Agreement required to be performed or satisfied by them at or before such Closing Date. (d) The Representative shall have received an opinionon each Closing Date a certificate, addressed to the Representative and dated the Firm such Closing Date, of Gardere Wynnx the chief executive officer and the chief financial officer of the Company to the effect that: (i) the representations, warranties and agreements of the Company in this Agreement were true and correct when made and are true and correct as of such Closing Date; (ii) the Company has performed all covenants and agreements and satisfied all conditions contained herein; (iii) they have carefully examined the Registration Statement, the Final Prospectus, the General Disclosure Package, and any individual Issuer Free Writing Prospectus and, in their opinion (A) as of the Effective Date, the Registration Statement, the Canadian Base Prospectus and the U.S. Base Prospectus did not include, and as of the Applicable Time, the Registration Statement, the Statutory Prospectus and the Final Prospectus, did not include and neither (i) the General Disclosure Package, nor (ii) any individual Issuer Free Writing Prospectus, when considered together with the General Disclosure Package, included, any untrue statement of a material fact and did not omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, and (B) since the Effective Date no event has occurred which should have been set forth in a supplement or otherwise required an amendment to the Registration Statement, the Statutory Prospectus or the Final Prospectus; and (iv) no stop order suspending the effectiveness of the Registration Statement has been issued and, to their knowledge, no proceedings for that purpose have been instituted or are pending under the Securities Act. (e) The Representative shall have received: (i) simultaneously with the execution of this Agreement a signed letter from the Auditor addressed to the Representative and dated the date of this Agreement, in form and substance reasonably satisfactory to the Representative, containing statements and information of the type ordinarily included in accountants’ “comfort letters” to underwriters with respect to the financial statements and certain financial information contained in the Registration Statement and the Disclosure Package, and (ii) on each Closing Date, a signed letter from the Auditor addressed to the Representative and dated the date of such Closing Date(s), in form and substance reasonably satisfactory to the Representative containing statements and information of the type ordinarily included in accountants’ “comfort letters” to underwriters with respect to the financial statements and certain financial information contained in the Registration Statement and the Prospectus. (f) The Representative shall have received on each Closing Date from XxXxxxxx Xxxxxxxx LLP and Xxxxxx & Xiggx, X.L.P.Whitney LLP, counsel for the Company, Seitel and EHIan opinion, addressed to the effect that:Representative and dated such Closing Date, with respect to the issuance and sale of the Securities, the Registration Statement, the General Disclosure Package and the Prospectus (together with any supplement thereto) and other matters as the Representative may reasonably require. (g) The Representative shall have received on each Closing Date from Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C., counsel for the Representative, such opinion or opinions, addressed to the Representative, dated such Closing Date, with respect to such matters as the Representative may reasonably require, and the Company shall have furnished or provided access to such counsel such documents as they request for enabling them to pass upon such matters. (h) All proceedings taken in connection with the sale of the Securities as herein contemplated shall be reasonably satisfactory in form and substance to the Representative, and their counsel. (i) The Firm Shares, Option Shares and Warrant Shares shall have been approved for quotation on the NASDAQ and listing on the Toronto Stock Exchange, subject only to official notice of issuance and satisfaction of normal TSX listing conditions. (j) The Representative shall be reasonably satisfied that since the respective dates as of which information is given in the Registration Statement, the Statutory Prospectus, the General Disclosure Package and the Final Prospectus, (i) there shall not have been any material change in the capital stock of the Company and each or any material change in the indebtedness (other than in the ordinary course of Eagle Geophysical Onshorebusiness) of the Company, Inc.(ii) except as set forth or contemplated by the Registration Statement, the Statutory Prospectus, the General Disclosure Package or the Final Prospectus, no material oral or written agreement or other transaction shall have been entered into by the Company that is not in the ordinary course of business or that could reasonably be expected to result in a Delaware corporationmaterial reduction in the future earnings of the Company, (iii) no loss or damage (whether or not insured) to the property of the Company shall have been sustained that had or could reasonably be expected to have a Material Adverse Effect, (iv) no legal or governmental action, suit or proceeding affecting the Company or any of its properties that is material to the Company or that affects or could reasonably be expected to affect the transactions contemplated by this Agreement shall have been instituted or threatened, and Eagle Geophysical Offshore(v) there shall not have been any material change in the assets, Inc. properties, condition (formerly known financial or otherwise), or in the results of operations, business affairs or business prospects of the Company or its subsidiaries considered as Horizon Seismic,a whole that makes it impractical or inadvisable in the Representative’s judgment to proceed with the purchase or offering of the Securities as contemplated hereby. (k) On the Underwritten Securities Closing Date, FINRA shall have confirmed that it has not raised any objection with respect to the fairness and reasonableness of the underwriting terms and agreements in connection with the offering of the Securities. (l) The Company shall have furnished or caused to be furnished to the Representative such further certificates or documents as the Representative shall have reasonably requested.

Conditions of the Underwriters’ Obligations. The obligations of the several Underwriters and Substituted Purchasers to purchase and pay for any of the Firm Securities Shares shall be subject, in the Representatives' sole discretion, to the accuracy of the representations and warranties of the parties hereto contained herein as of the date hereof and as of the Firm Closing Date, as if made on and as of the Firm Closing Date, to the accuracy of the statements of the Company and the Selling Securityholders made pursuant to the provisions hereof, subject to the performance by the parties hereto Corporation of their respective its covenants and agreements hereunder and to the satisfaction of the following additional conditionsconditions at the Closing Time: (a) If the Original Registration Statement or any amendment thereto filed prior Underwriters shall have received favourable legal opinions dated the Closing Date from the Corporation’s Canadian and U.S. Counsel as applicable, addressed to the Firm Closing Date has not been declared effective Underwriters and the Substituted Purchasers substantially in the form annexed hereto as Schedule “A”. In giving its opinion, each of the time of execution hereof, the Original Registration Statement or such amendment and, if the Company has elected to Corporation’s Counsel may rely upon Rule 462(b), the Rule 462(b) Registration Statement shall have been declared effective not later than the earlier of (i) 11:00 A.M., New York time, on the date on which the amendment exclusively upon opinions of local counsel as to the registration statement originally filed with respect matters mentioned therein relating to the Securities or to the Registration Statement, as the case may be, containing information regarding the initial public offering price of the Securities has been filed with the Commission jurisdictions where Corporation’s Counsel does not practice law and (ii) the time confirmations are sent or given as specified by Rule 462(b)(2)to matters of fact, or with respect to the Original Registration Statement, or such later time and date as shall have been consented to by the Representatives; if required, the Prospectus or any Term Sheet that constitutes a part thereof and any amendment or supplement thereto shall have been filed with the Commission in the manner and within the time period required by Rules 434 and 424(b) under the Act; no stop order suspending the effectiveness upon certificates of officers of the Registration Statement or any amendment thereto shall have been issuedCorporation, and no proceedings for that purpose shall have been instituted or threatened or, to the knowledge of the Company or the Representatives, shall be contemplated by the Commission; and the Company shall have complied with any request of the Commission for additional information (to be included in the Registration Statement or the Prospectus or otherwise).public officials; (b) The Representatives the Underwriters shall have received an opinioncertified copies of the articles and by-laws of the Corporation, and all resolutions and by-laws of or in respect of the Corporation passed in connection with the transactions, actions, events and conditions contemplated by this Agreement and the Subscription Agreements including, without limitation, resolutions authorizing this Agreement and the Subscription Agreements and, the issuance and sale of the Shares, Additional Shares, Broker Warrants and Broker Shares and the transactions, actions, events and conditions contemplated hereby or such other authorizing documents acceptable to the Underwriters; (c) the Underwriters shall have received a certificate, or certificates, dated the Firm Closing DateDate and executed by the President and Chief Executive Officer and the Chief Financial Officer of the Corporation (or such other officers of the Corporation as may be acceptable to the Underwriters), on behalf of Gardere Wynnx Xxxxxx & Xiggxthe Corporation, X.L.P., counsel for the Company, Seitel and EHIwithout personal liability, to the effect that: (i) no order, ruling or determination suspending or cease trading the Company and each of Eagle Geophysical Onshore, Inc., a Delaware corporationShares has been issued, and Eagle Geophysical Offshoreno proceedings for that purpose have been instituted or, Inc. to the knowledge of such officers, contemplated or threatened by any Securities Regulator; (formerly known ii) other than as Horizon Seismic,disclosed in the Disclosure Documents, since March 31, 2006 there has not been any material change (actual, anticipated, contemplated or threatened, whether financial or otherwise) in the condition, business, affairs, results, operations, assets or liabilities of the Corporation and its Subsidiaries on a consolidated basis; (iii) other than as disclosed in the Disclosure Documents, since March 31, 2006 no material fact has arisen or has been discovered which would have been required to have been stated in the Disclosure Documents had the fact arisen or been discovered on, or prior to the date of such Disclosure Documents; (iv) the representations and warranties of the Corporation contained in this Agreement are true and correct in all material respects as of the Closing Time with the same force and effect as if made at and as of the Closing Time; (v) the Corporation has complied in all material respects with all the terms and conditions of this Agreement on its part to be complied with at or before the Closing Time; (vi) as to such other matters of a factual nature as are appropriate and usual in the circumstances and as the Underwriters or the Underwriters’ Counsel may reasonably request; (d) the Corporation shall have delivered the certificates representing the Shares in accordance with Section 8; (e) the Corporation shall have delivered certificates representing the Broker Warrants; (f) the Underwriters shall have received their fee and reimbursement for expenses incurred to the Closing Date in the manner specified in Sections 7 and 9; and (g) a copy of a letter from the TSX Venture Exchange confirming that the Shares have been conditionally accepted for listing on the TSX Venture Exchange.

Conditions of the Underwriters’ Obligations. The obligations of the several Underwriters to purchase and pay for the Firm Securities Shares and the Additional Shares provided herein shall be subject, in the Representatives' sole discretion, to the accuracy condition that all of the representations and warranties of the parties hereto Company herein contained herein are true and correct, as of the date hereof and as of the Closing Date (for purposes of this Section 6, "Closing Date" shall refer to the Closing Date for the Firm Shares and the Additional Closing Date, as if made on and as of any, for the Firm Closing DateAdditional Shares), to the accuracy of absence from any certificates, opinions, written statements or letters furnished to the statements of the Company and the Selling Securityholders made Representatives or to Paul, Hastings, Janoxxxx & Xalkxx XXX ("Underwriters' Counsel"), pursuant to this Section 6 of any qualification or limitation not previously approved in writing by the provisions hereofRepresentatives, to the performance by the parties hereto Company of their respective covenants and agreements hereunder obligations hereunder, and to the following additional conditions: (a) If the Original Registration Statement or any amendment thereto filed prior to the Firm Closing Date has not been declared effective as of the time of execution hereof, the Original Registration Statement or such amendment and, if the Company has elected to rely upon Rule 462(b), the Rule 462(b) Registration Statement shall have been declared become effective not later than the earlier of (i) 11:00 A.M.5:30 p.m., New York City time, on the date on which the amendment to the registration statement originally filed with respect to the Securities or to the Registration Statement, as the case may be, containing information regarding the initial public offering price of the Securities has been filed with the Commission and (ii) the time confirmations are sent or given as specified by Rule 462(b)(2)this Agreement, or with respect to the Original Registration Statement, or at such later time and date as shall have been consented to in writing by the Representatives; if requiredthe Company shall have elected to rely upon Rule 430A of the Regulations, the Prospectus or any Term Sheet that constitutes a part thereof and any amendment or supplement thereto shall have been filed with the Commission in the manner and within the time period required by Rules 434 and pursuant to Rule 424(b) under the ActAct within the applicable time period prescribed for such filing by the Regulations and in accordance with Section 4(a) hereof; and at or prior to the Closing Date, (i) no stop order suspending the effectiveness of the Registration Statement or any amendment thereto Stop Order shall have been issued, issued and in effect and no proceedings for that purpose therefor shall have been instituted initiated or threatened or, to by the knowledge of the Company Commission or the Representatives, shall be contemplated by authorities of any such jurisdiction; (ii) all requests for additional information on the Commission; and the Company shall have complied with any request part of the Commission for additional information shall have been complied with to the Representatives' reasonable satisfaction and (iii) after the date hereof, no amendment or supplement to be included in the Registration Statement or the Prospectus or otherwise)shall have been filed unless a copy thereof was first submitted to the Underwriters and the Underwriters did not reasonably object thereto. (b) At the Closing Date, the Representatives shall have received the opinion of (i) of Ropes & Gray, xxunsel for the Company, dated the Closing Date and in form and substance reasonably satisfactory to the Representatives and (ii) the General Counsel of the Company, dated the Closing Date and in form and substance reasonably satisfactory to the Representatives. (c) At the Closing Date, the Representatives shall have received a certificate of the Company, executed on behalf of the Company by the President and Chief Executive Officer and the Chief Accounting Officer of the Company, dated the Closing Date to the effect that (i) the conditions set forth in subsection (a) of this Section 6 have been satisfied, (ii) as of the date hereof and as of the Closing Date, the representations and warranties of the Company set forth in Section 1 hereof are true and accurate, (iii) at the time of the Closing on the Closing Date, the obligations of the Company to be performed hereunder on or prior thereto have been duly performed and (iv) subsequent to the respective dates as of which information is given in the Registration Statement and the Prospectus, the Company and each of its subsidiaries have not sustained any material loss or interference with their respective businesses or properties from fire, flood, hurricane, accident or other calamity, whether or not covered by insurance, or from any labor dispute or any legal or governmental proceeding, and there has not been any material adverse change, or any development involving a material adverse change, in the business, prospects, properties, assets, earnings, operations, condition (financial or other) or results of operations of the Company and its subsidiaries taken as a whole, except in each case as described in or expressly contemplated by the Prospectus. (d) At the time this Agreement is executed and at the Closing Date, the Representatives shall have received letters, from (i) Arthxx Xxxexxxx XXX, with respect to the Company, (ii) Granx Xxxxxxxx XXX, with respect to PlyGem and (iii) Coopers & Lybrxxx X.X.P., with respect to NuTone, each of which are independent certified public accountants, dated as of the date of this Agreement and as of the Closing Date, as appropriate, addressed to the Underwriters and in form and substance satisfactory to the Representatives substantially in the forms previously approved by you. (e) All proceedings in connection with the sale of the Firm Shares and the Additional Shares as herein contemplated shall be satisfactory in form and substance to the Representatives and to Underwriters' Counsel, and the Underwriters shall have received from Underwriters' Counsel a favorable opinion, dated as of the Closing Date with respect to the issuance and sale of the Shares, the Registration Statement and the Prospectus and such other related matters as the Representatives may reasonably require, and the Company shall have furnished to Underwriters' Counsel such documents as they request for the purpose of enabling them to pass upon such matters. (f) Prior to the Closing Date, the Company shall have furnished to the Representatives such further information, certificates and documents as the Representatives may reasonably request. (g) The Representatives shall have received an opinionfrom the directors or executive officers of the Company named on Schedule II the agreements required by Section 4(f). (h) The NASD, dated upon review of the terms of the public offering of the Firm Closing DateShares and the Additional Shares, of Gardere Wynnx Xxxxxx & Xiggx, X.L.P., counsel for the Company, Seitel and EHI, shall not have objected to the effect that:Underwriters' participation in such offering. (i) The Company shall not have sustained, (i) since the date of the latest audited financial statements included in the Prospectus, any loss or interference with its business from fire, explosion, flood or other calamity, whether or not covered by insurance, or from any labor dispute or court or governmental action, order or decree otherwise than as set forth or expressly contemplated in the Prospectus which loss or interference is not immaterial to the Company and each of Eagle Geophysical Onshore, Inc., its subsidiaries taken as a Delaware corporationwhole, and Eagle Geophysical Offshore(ii) since the respective dates as of which information is given in the Prospectus, Inc. there shall not have been any change in the capital stock (formerly known other than as Horizon Seismic,disclosed in the Prospectus) or any material change in the long-term or short-term debt of the Company or any material adverse change, or any development involving a prospective material adverse change, in or affecting the general affairs, management, financial position, stockholders' equity or results of operations of the Company, otherwise than as set forth or expressly contemplated in the Prospectus, the effect of which, in any such case described in clause (i) or (ii) of this Section 6(i), in the Representatives' reasonable judgment, makes it impracticable or inadvisable to proceed with the public offering or the delivery of the Shares being delivered on the Closing Date on the terms and in the manner contemplated in the Prospectus. (j) The Shares shall have been duly approved for listing on the New York Stock Exchange under the symbol disclosed in the Prospectus. If any of the conditions specified in this Section 6 shall not have been fulfilled when and as required by this Agreement, or if any of the certificates, opinions, written statements or letters furnished to the Representatives or to Underwriters' Counsel pursuant to this Section 6 shall not be in all material respects reasonably satisfactory in form and substance to the Representatives and to Underwriters' Counsel, all obligations of the Underwriters hereunder may be canceled by the Representatives at, or at any time prior to, the Closing Date and the obligations of the Underwriters to purchase the Additional Shares may be canceled by the Representatives at, or at any time prior to, the Additional Closing Date. Notice of such cancellation shall be given to the Company in writing, or by telephone, telex or telegraph, confirmed in writing.

Conditions of the Underwriters’ Obligations. The obligations of the several Underwriters to purchase and pay for the Firm Securities Shares and the Optional Shares, as the case may be, shall be subject, in the Representatives' sole discretion, subject to the accuracy of the representations and warranties on the part of the parties hereto Company and the Partnership contained herein as of the date hereof time of execution hereof, the Closing Date and as of the Firm Closing Date, as if made on and as of the Firm any Option Closing Date, to the accuracy of the statements of the Company and the Selling Securityholders Partnership made in any certificates pursuant to the provisions hereof, to the performance by the parties hereto Company and the Partnership of their respective covenants and agreements obligations hereunder and to the following additional conditions: (a) If If, at the Original time this Agreement is executed and delivered, it is necessary for a post-effective amendment to the Registration Statement or any amendment thereto filed prior to the Firm Closing Date has not been be declared effective as before the offering of the time of execution hereofOffered Shares may commence, the Original Registration Statement or such post-effective amendment and, if the Company has elected to rely upon Rule 462(b), the Rule 462(b) Registration Statement shall have been declared become effective not later than the earlier of (i) 11:00 A.M., 5:30 PM New York time, City time on the date on which the amendment to the registration statement originally filed with respect to the Securities or to the Registration Statement, as the case may be, containing information regarding the initial public offering price of the Securities has been filed with the Commission and hereof. (iib) the time confirmations are sent or given as specified by Rule 462(b)(2), or with respect to the Original Registration Statement, or such later time and date as shall have been consented to by the Representatives; if required, the Prospectus or any Term Sheet that constitutes a part thereof and any amendment or supplement thereto shall have been filed with the Commission in the manner and within the time period required by Rules 434 and 424(b) under the Act; no No stop order suspending the effectiveness of the Registration Statement or any amendment thereto shall have been issued, issued and no proceedings for that purpose shall have been instituted or threatened or, to threatened. (c) No order preventing or suspending the knowledge use of the Company Prospectus shall have been or the Representatives, shall be contemplated by in effect, and any requests for additional information on the Commission; and the Company shall have complied with any request part of the Commission for additional information (to be included in the Registration Statement or the Prospectus or otherwise)) shall have been complied with to the satisfaction of the Commission and the Underwriters. (bd) The Representatives Company shall have received an opinion, dated furnished to the Firm Underwriters on the Closing Date, a certificate, dated such Closing Date, signed by the President and the chief financial officer or chief accounting officer of Gardere Wynnx Xxxxxx & Xiggxthe Company to the effect that the signers of such certificate have carefully examined the Registration Statement, X.L.P.the Prospectus and this Agreement and that (i) the representations and warranties of the Company and the Partnership in this Agreement are true and correct on and as of such Closing Date or settlement date with the same effect as if made on such Closing Date, counsel for and the Company, Seitel Company has performed all covenants and EHIagreements and satisfied all conditions to be performed or satisfied by it at or prior to such Closing Date; (ii) no stop order suspending the effectiveness of the Registration Statement has been issued and, to the best of their knowledge, no proceedings for that purpose have been instituted or are pending under the Act; and (iii) since the date of the most recent financial statements included or incorporated by reference in the Prospectus (exclusive of any supplement thereto), there has been no event, occurrence, circumstance, action, claim, condition or development that could reasonably be expected to have a Material Adverse Effect. (e) The Company shall have requested and caused KPMG LLP to have furnished to the Underwriters, on the date hereof and at the Closing Date and the Option Closing Date, if any, letters, dated respectively as of the date hereof, as of the Closing Date and as of the Option Closing Date, if any, in form and substance satisfactory to FUSI, confirming that they are independent accountants within the meaning of the Act and the applicable rules and regulations adopted by the Commission thereunder, and stating in effect that: (i) In their opinion the audited financial statements included or incorporated by reference in the Registration Statement and the Prospectus and reported on by them comply as to form in all material respects with the applicable accounting requirements of the Act and the Exchange Act and the related rules and regulations adopted by the Commission; (ii) They have performed certain other specified procedures as a result of which they determined that certain information of an accounting, financial or statistical nature (which is limited to accounting, financial or statistical information derived from the general accounting records of the Company and each its Subsidiaries) set forth in the Registration Statement and the Prospectus, the information included or incorporated by reference in Items 1, 2, 6, 7 and 11 of, and in Exhibit 12 to, the Company's Annual Report on Form 10-K, incorporated by reference in the Registration Statement and the Prospectus, the information included in the "Management's Discussion and Analysis of Eagle Geophysical OnshoreFinancial Condition and Results of Operations" included or incorporated by reference in the Company's Quarterly Reports on Form 10-Q, Inc.incorporated by reference in the Registration Statement and the Prospectus, and the information included in the Company's Current Reports on Form 8-K incorporated by reference in the Registration Statement and the Prospectus agrees with the accounting records of the Company and its Subsidiaries, excluding any questions of legal interpretation, except as described in such letter; and (iii) Nothing came to their attention which caused them to believe that the unaudited pro forma financial statements do not comply as to form in all material respects with the applicable accounting requirements of Rule 11-02 of Regulation S-X or that the pro forma adjustments have not been properly applied to the historical amounts in the compilation of such statements. References to the Registration Statement and the Prospectus in this paragraph (f) are to such documents as amended and supplemented at the date of the letter. (f) The Underwriters shall have received on the Closing Date from Xxxxxx, Feinblatt, Rothman, Hoffberger & Xxxxxxxxx, LLP, counsel for the Company, an opinion, addressed to the Underwriters and dated such Closing Date and stating in effect that: (i) Each of the Company, the Partnership and the Subsidiaries has been duly incorporated, organized or formed and is validly existing as a Delaware corporation, trust, partnership or limited liability company, as the case may be, in good standing under the laws of the jurisdiction in which it is incorporated, organized or formed and Eagle Geophysical Offshoreis duly qualified and in good standing as a foreign entity in each jurisdiction where, Inc. to the knowledge of such counsel, ownership, lease or operation of property or the conduct of its business requires such qualification; (formerly known ii) Each of the Company, the Partnership and the Subsidiaries has all requisite corporate, trust, partnership or limited liability company, as Horizon Seismic,the case may be, power and authority to own, lease and operate its assets and properties and conduct its business as now being conducted as described in the Prospectus and, to enter into, deliver and perform this Agreement and, with respect to the Company, to issue and sell the Offered Shares. (iii) The Company's authorized equity capitalization is as set forth in the Prospectus; the capital stock of the Company conforms in all material respects to the description thereof contained in the Prospectus and meets the requirements of Item 9 of Form S-3 under the Act; the outstanding Common Shares have been duly and validly authorized and issued and are fully paid and nonassessable; the issuance and sale of the Offered Shares have been duly and validly authorized by the Company, and, when issued and delivered to and paid for by the Underwriters pursuant to this Agreement, will be fully paid and nonassessable; the Offered Shares are duly authorized for trading, subject to official notice of issuance, on the New York Stock Exchange; the certificates for the Offered Shares are in valid form; the holders of outstanding shares of capital stock of the Company are not entitled to any statutory or, to the best knowledge of counsel, contractual, preemptive or other rights to subscribe for the Offered Shares; except as set forth in the Prospectus, no options, warrants or other rights to purchase, or other obligations to issue, or rights to convert any obligations into or exchange any securities for, shares of capital stock of or ownership interests in the Company are outstanding; and, to the knowledge of such counsel, no person or entity has a right to participate in the registration under the Act of the Offered Shares pursuant to the Registration Statement; (iv) All of the outstanding equity interests of each Subsidiary have been duly and validly authorized and issued and are fully paid and nonassessable, were not issued and are not owned or held in violation of any statutory preemptive rights or preemptive rights set forth in the charter or other organizational documents of any such Subsidiary, and, except as otherwise set forth in the Prospectus, to such counsel's knowledge, all outstanding equity interests of the Subsidiaries are owned by the Company either directly or through Subsidiaries free and clear of any perfected security interest and, to the knowledge of such counsel, after due inquiry, any other security interest, claim, lien or encumbrance. The units of limited partnership interest in the Partnership have been issued, offered and sold in compliance with all applicable laws, including, without limitation, federal and state securities laws; (v) This Agreement has been duly and validly authorized, executed and delivered by the Company and the Partnership and constitutes the legal, valid and binding obligation of the Company and the Partnership enforceable against the Company and the Partnership in accordance with its terms, except as may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors' rights generally or by general principles of equity; (vi) Neither the issuance, sale and delivery of the Offered Shares, nor the execution, delivery, and performance of this Agreement nor the consummation of any other of the transactions herein contemplated nor the fulfillment of the terms hereof by the Company or the Partnership will conflict with or, result in a breach or violation of (A) the charter, by-laws, declaration of trust, partnership agreement, operating agreement or certificate of limited partnership of the Company, the Partnership or any Subsidiary; (B) to the knowledge of such counsel, the terms of any indenture, contract, lease, mortgage, deed of trust, note agreement, loan agreement or other agreement, obligation, condition, covenant or instrument to which the Company or its Subsidiaries is a party or bound or to which its or their property is subject; or (C) to the knowledge of such counsel, any statute, law, rule, regulation, judgment, order or decree applicable to the Company or its Subsidiaries of any court, regulatory body, administrative agency, governmental body, arbitrator or other authority having jurisdiction over the Company or its Subsidiaries or any of its or their properties or, result in the creation or imposition of any lien, charge, claim or encumbrance upon any property or asset of the Company or any Subsidiary; (vii) No consent, approval, authorization, order, license, certificate, permit, registration, designation or filing is required for the execution, delivery and performance of this Agreement by the Company and the Partnership or the consummation of the transactions contemplated hereby, except such as have been obtained under the Act and such as may be required under state or foreign blue sky laws in connection with the purchase and distribution of the Offered Shares by the several Underwriters in the manner contemplated in this Agreement and in the Prospectus; (viii) To the knowledge of such counsel, there is no pending or threatened action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving the Company or any of its Subsidiaries or its or their property which, individually or in the aggregate, might have a Material Adverse Effect, or affect the consummation of this Agreement or which are required to be disclosed in the Registration

Conditions of the Underwriters’ Obligations. The obligations of the several Underwriters to purchase and pay for the Firm Securities shall be subject, in the Representatives' sole discretion, to the accuracy of the representations and warranties of the parties hereto Company and each Selling Securityholder contained herein as of the date hereof and as of the Firm Closing Date, as if made on and as of the Firm Closing Date, to the accuracy of the statements of the Company Company's and the each Selling Securityholders Securityholder's officers made pursuant to the provisions hereof, to the performance by the parties hereto Company and each Selling Securityholder of their respective its covenants and agreements hereunder and to the following additional conditions: (a) If the Original Registration Statement or any amendment thereto filed prior to the Firm Closing Date has not been declared effective as of the time of execution hereof, the Original Registration Statement or such amendment and, if the Company has elected to rely upon Rule 462(b), the Rule 462(b) Registration Statement shall have been declared effective not later than the earlier of (i) 11:00 A.M., New York time, on the date on which the amendment to the registration statement originally filed with respect to the Securities or to the Registration Statement, as the case may be, containing information regarding the initial public offering price of the Securities has been filed with the Commission and (ii) the time confirmations are sent or given as specified by Rule 462(b)(2), or with respect to the Original Registration Statement, or such later time and date as shall have been consented to by the Representatives; if required, the Prospectus or any Term Sheet that constitutes a part thereof and any amendment or supplement thereto shall have been filed with the Commission in the manner and within the time period required by Rules 434 and 424(b) under the Act; no stop order suspending the effectiveness of the Registration Statement or any amendment thereto shall have been issued, and no proceedings for that purpose shall have been instituted or threatened or, to the knowledge of the Company or the Representatives, shall be contemplated by the Commission; and the Company shall have complied with any request of the Commission for additional information (to be included in the Registration Statement or the Prospectus or otherwise). (b) The Representatives shall have received an opinion, dated the Firm Closing Date, of Gardere Wynnx Xxxxxx & Xiggx, X.L.P., counsel for the Company, Seitel and EHI, to the effect that: (i) the Company and each of Eagle Geophysical Onshorethe subsidiaries listed on Schedule 3 hereto (the "Subsidiaries") have been duly incorporated and are validly existing as corporations in good standing under the laws of their respective jurisdictions of incorporation and are duly qualified to transact business as foreign corporations and are in good standing under the laws of all other jurisdictions where the ownership or leasing of their respective properties or the conduct of their respective businesses requires such qualification, Inc.except where the failure to be so qualified does not amount to a material liability or disability to the Company and the Subsidiaries, taken as a Delaware corporationwhole; (ii) the Company and each of the Subsidiaries have corporate power to own or lease their respective properties and conduct their respective businesses as described in the Registration Statement and the Prospectus, and Eagle Geophysical Offshorethe Company has corporate power to enter into this Agreement and to carry out all the terms and provisions hereof to be carried out by it; (iii) the issued shares of capital stock of each of the Subsidiaries have been duly authorized and validly issued, Inc. are fully paid and nonassessable and, except for directors' qualifying shares and as otherwise set forth in the Prospectus, are owned beneficially by the Company free and clear of any perfected security interests or, to the best knowledge of such counsel, any other security interests, liens, encumbrances, equities or claims; (formerly iv) the Company has an authorized, issued and outstanding capitalization as set forth in the Prospectus under "Capitalization" and under "Description of Capital Stock--Common Stock" and "--Preferred Stock;" all of the issued shares of capital stock of the Company have been duly authorized and validly issued and are fully paid and nonassessable, and to the knowledge of such counsel have been issued in compliance with all applicable federal and state securities laws and were not issued in violation of or subject to any preemptive rights or other rights to subscribe for or purchase securities; the Firm Securities have been duly authorized by all necessary corporate action of the Company and, when issued and delivered to and paid for by the Underwriters pursuant to this Agreement, will be validly issued, fully paid and nonassessable; the Securities have been duly included for trading on the Nasdaq National Market; to the knowledge of such Counsel, except for such rights as have been waived as of the date hereof, no holders of outstanding shares of capital stock of the Company are entitled as such to any preemptive or other rights to subscribe for any of the Securities; and, assuming that the Company has sent written notice to all holders of securities of the Company who have the right to register the offer or sale of any securities owned by such holders under the Act in connection with the public (v) the statements set forth under the heading "Description of Capital Stock" in the Prospectus, insofar as such statements purport to summarize certain provisions of the capital stock of the Company, provide a fair summary of such provisions; and the statements set forth under the heading "Business and Properties--Government Regulation and Environmental" in the Prospectus, insofar as such statements constitute a summary of the legal matters, documents or proceedings referred to therein, provide a fair summary in all material respects of such legal matters, documents and proceedings; (vi) the execution and delivery of this Agreement have been duly authorized by all necessary corporate action of the Company and this Agreement has been duly executed and delivered by the Company; (vii) to such counsel's knowledge (A) no legal or governmental proceedings are pending to which the Company or any of the Subsidiaries is a party or to which the property of the Company or any of the Subsidiaries is subject that are required to be described in the Registration Statement or the Prospectus and are not described therein, and no such proceedings have been threatened against the Company or any of the Subsidiaries or with respect to any of their respective properties and (B) no contract or other document is required to be described in the Registration Statement or the Prospectus or to be filed as an exhibit to the Registration Statement that is not described therein or filed as required; (viii) the issuance, offering and sale of the Securities to the Underwriters by the Company pursuant to this Agreement, the compliance by the Company with the other provisions of this Agreement and the consummation of the other transactions herein contemplated do not (A) require the consent, approval, authorization, registration or qualification of or with any governmental authority, or (B) conflict with or result in a breach or violation of any of the terms and provisions of, or constitute a default under, any indenture, mortgage, deed of trust, lease or other agreement or instrument, known to such counsel, to which the Company or any of the Subsidiaries is a party or by which the Company or any of the Subsidiaries or any of their respective properties are bound, or the charter documents or by-laws of the Company or any of the Subsidiaries, or any statute or any judgment, decree, order, rule or regulation of any court or other governmental authority or any arbitrator known to such counsel and applicable to the Company or the Subsidiaries, except that no opinion is expressed as Horizon Seismicto state securities or blue sky laws for purposes of this subparagraph; (ix) the Registration Statement is effective under the Act; any required filing of the Prospectus, or any Term Sheet that constitutes a part thereof, pursuant to Rules 434 and 424(b) has been made in the manner and within the time period required by Rules 434 and 424(b); and, to the knowledge of such counsel, no stop order suspending the effectiveness of the Registration Statement or any amendment thereto has been issued, and no proceedings for that purpose have been instituted or threatened or are contemplated by the Commission; and (x) the Registration Statement originally filed with respect to the Securities and each amendment thereto, any Rule 462(b) Registration Statement and the Prospectus (in each case, other than the financial statements and other financial information contained therein, as to which such counsel need express no opinion) comply as to form in all material respects with the applicable requirements of the Act and the rules and regulations of the Commission thereunder. (xi) if the Company elects to rely on Rule 434, the Prospectus is not "materially different," as such term is used in Rule 434, from the prospectus included in the Registration Statement at the time of its effectiveness or an effective post-effective amendment thereto (including such information that is permitted to be omitted pursuant to Rule 430A). Such counsel shall also state that they have no reason to believe that the Registration Statement (except for the financial statements and other financial and reserve information included in the Registration Statement, as to which they have not been asked to comment), as of its effective date, contained any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary to make the statements therein not misleading or that the Prospectus (except as indicated above), as of its date or the date of such opinion, included or includes any untrue statement of a material fact or omitted or omits to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. In rendering any such opinion, such counsel may rely, as to matters of fact, to the extent such counsel deems proper, on certificates of responsible officers of the Company and public officials. References to the Registration Statement and the Prospectus in this paragraph (b) shall include any amendment or supplement thereto at the date of such opinion.

Conditions of the Underwriters’ Obligations. The obligations of the several Underwriters to purchase and pay for the Firm Securities shall be subject, in the Representatives' sole discretion, subject to the accuracy of the representations and warranties of the parties hereto Company contained herein as of the date hereof and as of the Firm Closing Date, as if made on and as of the Firm Closing Date, to the accuracy of the statements of the Company and the Selling Securityholders made pursuant to the provisions hereof, to the performance by the parties hereto of their respective covenants and agreements hereunder and to the following additional conditions:to (a) If the Original Registration Statement or any amendment thereto filed prior to the Firm Closing Date has not been declared effective as of the time of execution hereof, the Original Registration Statement or such amendment andamendment, and if the Company has elected to rely upon Rule 462(b), the Rule 462(b) Registration Statement Statement, shall have been declared effective not later than the earlier of (i) 11:00 A.M., New York timeEastern Standard Time, on the date on which the amendment to the registration statement Registration Statement originally filed with respect to the Securities or to the Registration Statement, as the case may be, containing information regarding the initial public offering price of the Securities has been filed with the Commission Commission, and (ii) the time confirmations are sent or given as specified by Rule 462(b)(2)462(b) or, or with respect to the Original Registration Statement, or such later time and date as shall have been consented to by the RepresentativesRepresentative; if required, the Prospectus or any Term Sheet that constitutes a part thereof and any amendment or supplement thereto shall have been filed with the Commission in the manner and within the time period required by Rules 434 and 424(b) under the Act; no stop order suspending the effectiveness of the Registration Statement or any amendment thereto shall have been issued, and no proceedings for that purpose shall have been instituted or threatened or, to the knowledge of the Company or the RepresentativesRepresentative, shall be contemplated by the Commission; and the Company shall have complied with any request of the Commission for additional information (to be included in the Registration Statement or the Prospectus or otherwise). (b) The Representatives Representative shall have received an opinion, dated the Firm Closing Date, of Gardere Wynnx Xxxxxx Hazex & XiggxXhomxx, X.L.P.X.C., counsel for the Company, Seitel and EHI, to the effect that: (i) the Company and each of Eagle Geophysical Onshoreits U.S. subsidiaries listed in Schedule 2 hereto (the "Subsidiaries") have been duly organized and are validly existing as corporations in good standing under the laws of their respective jurisdictions of incorporation and are duly qualified to transact business as foreign corporations and are in good standing under the laws of all other jurisdictions where the ownership or leasing of their respective properties or the conduct of their respective businesses requires such qualification, Inc., except where the failure to be so qualified is not reasonably likely to have a Delaware corporationMaterial Adverse Effect; (ii) the Company and each of the Subsidiaries have corporate power to own or lease their respective properties and conduct their respective businesses as described in the Registration Statement and the Prospectus, and Eagle Geophysical Offshorethe Company has corporate power to enter into this Agreement and to carry out all the terms and provisions hereof to be carried out by it; (iii) the issued shares of capital stock of each of the Subsidiaries have been duly authorized and validly issued, Inc. are fully paid and nonassessable and (formerly iv) the Company has an authorized, issued and outstanding capitalization as set forth in the Prospectus; all of the issued shares of capital stock of the Company have been duly authorized and validly issued and are fully paid and nonassessable, and, to the best knowledge of such counsel after due inquiry, were not issued in violation of or subject to any preemptive rights or other rights to subscribe for or purchase securities; the Firm Securities have been duly authorized by all necessary corporate action of the Company and, when issued and delivered to and paid for by the Underwriters pursuant to this Agreement, will be validly issued, fully paid and nonassessable; to the best knowledge of such counsel, no holders of outstanding shares of capital stock of the Company are entitled as such to any preemptive or other rights to subscribe for any of the Securities; and, to the best knowledge of such counsel, no holders of securities of the Company are entitled to have such securities registered under the Registration Statement; (v) the statements set forth under the heading "Description of Capital Stock" in the Prospectus, insofar as such statements purport to summarize certain provisions of the capital stock of the Company, provide a fair summary of such provisions; (vi) the execution and delivery of this Agreement have been duly authorized by all necessary corporate action of the Company and this Agreement has been duly executed and delivered by the Company; (vii) to the best knowledge of such counsel, (A) no legal or governmental proceedings are pending to which the Company or any of the Subsidiaries is a party or to which the property of the Company or any of the Subsidiaries is subject that are required to be described in the Registration Statement or the Prospectus and are not described therein, and no such proceedings have been threatened against the Company or any of the Subsidiaries or with respect to any of their respective properties and (B) no contract or other document is required to be described in the Registration Statement or the Prospectus or to be filed as an exhibit to the Registration Statement that is not described therein or filed as required; (viii) to the knowledge of such counsel, subsequent to the respective dates as of which information is given in the Registration Statement and the Prospectus (or, if the Prospectus is not in existence, the most recent Preliminary Prospectus), (1) the Company and its Subsidiaries have not incurred any material liability or obligation, direct or contingent, nor entered into any material transaction not in the ordinary course of business; and (2) the Company has not purchased any of its outstanding capital stock, nor declared, paid or otherwise made any dividend or distribution of any kind on its capital stock, except (ix) the issuance, offering and sale of the Securities to the Underwriters by the Company pursuant to this Agreement, the compliance by the Company with the other provisions of this Agreement and the consummation of the other transactions herein contemplated do not (A) require the consent, approval, authorization, registration or qualification of or with any governmental authority, except such as have been obtained and such as may be required under state securities or blue sky laws and by the NASD, or (B) conflict with or result in a breach or violation of any of the terms and provisions of, or constitute a default under, any indenture, mortgage, deed of trust, lease or other agreement or instrument known to such counsel after due inquiry to which the Company or any of the Subsidiaries is a party or by which the Company or any of the Subsidiaries or any of their respective properties are bound, or the charter documents or by-laws of the Company or any of the Subsidiaries, or, so far as Horizon Seismicit is known to such counsel after due inquiry, any statute or any judgment, decree, order, rule or regulation of any court or other governmental authority or any arbitrator having jurisdiction over the Company or any of the Subsidiaries, in each case, where such conflict, breach, violation or default is not reasonably likely to have a Material Adverse Effect; (x) the Registration Statement is effective under the Act; any required filing of the Prospectus, or any Term Sheet that constitutes a part thereof, pursuant to Rules 434 and 424(b) has been made in the manner and within the time period required by Rules 434 and 424(b); and, to such counsel's best knowledge, no stop order suspending the effectiveness of the Registration Statement or any amendment thereto has been issued, and no proceedings for that purpose have been instituted or threatened or are contemplated by the Commission; (xi) the Registration Statement originally filed with respect to the Securities and each amendment thereto, any Rule 462(b) Registration Statement and the Prospectus (in each case, other than the financial statements and other financial and statistical information contained therein, as to which such counsel need express no opinion) comply as to form in all material respects with the applicable requirements of the Act and the rules and regulations of the Commission thereunder; (xii) if the Company elects to rely on Rule 434, the Prospectus is not "materially different," as such term is used in Rule 434, from the prospectus included in the Registration Statement at the time of its effectiveness or an effective post-effective amendment thereto (including such information that is permitted to be omitted pursuant to Rule 430A);

Conditions of the Underwriters’ Obligations. The obligations of the several Underwriters to purchase and pay for the Firm Securities shall be subject, in the Representatives' sole discretion, to the accuracy of the representations and warranties of the parties hereto Company and the Selling Securityholder contained herein as of the date hereof and as of the Firm Closing Date, as if made on and as of the Firm Closing Date, to the accuracy of the statements of the Company and the Selling Securityholders Company's officers made pursuant to the provisions hereof, to the performance by the parties hereto Company and the Selling Securityholder of their respective covenants and agreements hereunder and to the following additional conditions: (a) If the Original Registration Statement or any amendment thereto filed prior to the Firm Closing Date has not been declared effective as of the time of execution hereof, the Original Registration Statement or such amendment and, if the Company has elected to rely upon Rule 462(b), the Rule 462(b) Registration Statement shall have been declared effective not later than the earlier of (i) 11:00 A.M., New York time, on the date on which the amendment to the registration statement originally filed with respect to the Securities or to the Registration Statement, as the case may be, containing information regarding the initial public offering price of the Securities has been filed with the Commission and (ii) the time confirmations are sent or given as specified by Rule 462(b)(2), or with respect to the Original Registration Statement, or such later time and date as shall have been consented to by the Representatives; if required, the Prospectus or any Term Sheet that constitutes a part thereof and any amendment or supplement thereto shall have been filed with the Commission in the manner and within the time period required by Rules 434 and 424(b) under the Act; no stop order suspending the effectiveness of the Registration Statement or any amendment thereto shall have been issued, and no proceedings for that purpose shall have been instituted or threatened or, to the knowledge of the Company or the Representatives, shall be contemplated by the Commission; and the Company shall have complied with any request of the Commission for additional information (to be included in the Registration Statement or the Prospectus or otherwise). (b) The Representatives shall have received an opinion, dated the Firm Closing Date, of Gardere Wynnx Xxxxxx Woodx, Xxiatt, Gilman, Sturxxx & XiggxXlarxx, X.L.P.XXP, counsel for the Company, Seitel and EHI, to the effect that: (i) the Company and each of Eagle Geophysical Onshoreits subsidiaries listed in Exhibit 21 to the Registration Statement (the "Subsidiaries") have been duly organized and are validly existing as corporations in good standing under the laws of their respective jurisdictions of incorporation and are duly qualified to transact business as foreign corporations and are in good standing under the laws of all other jurisdictions where the ownership or leasing of their respective properties or the conduct of their respective businesses requires such qualification, Inc., except where the failure to be so qualified does not have a Delaware corporationMaterial Adverse Effect; (ii) the Company and each of the Subsidiaries have corporate power to own or lease their respective properties and conduct their respective businesses as described in the Registration Statement and the Prospectus, and Eagle Geophysical Offshorethe Company has corporate power to enter into this Agreement and to carry out all the terms and provisions hereof to be carried out by it; (iii) the issued shares of capital stock of each of the Subsidiaries have been duly authorized and validly issued, Inc. are fully paid and nonassessable and are owned beneficially by the Company free and clear of any perfected security interests or, to the best knowledge of such counsel, any other security interests, liens, encumbrances, equities or claims, except for the pledge of such capital stock to the Company's lender to secure the Company's obligations under its revolving line of credit; (formerly known iv) the Company has an authorized, issued and outstanding capitalization as Horizon Seismic,set forth under the heading "Capitalization" in the Prospectus; all of the issued shares of capital stock of the Company, including the Selling Securityholder Securities, have been duly authorized and validly issued and are fully paid and nonassessable, to such counsel's knowledge, have been issued in compliance with all applicable federal and state securities laws and were not issued in violation of or subject to any preemptive rights or other rights to subscribe for or purchase securities; the Securities have been duly authorized by all necessary corporate action of the Company and, the Company Firm Securities when issued and delivered to and paid for by the Underwriters pursuant to this Agreement, will be validly issued, fully paid and nonassessable; the Company has been advised that the Securities have been duly authorized for trading on the NYSE, subject to official notice of issuance; no holders of outstanding shares of capital stock of the Company are entitled as such to any preemptive or other rights to subscribe for any of the Securities; and no holders of securities of the Company are entitled to have such securities registered under the Registration Statement; (v) the statements set forth under the heading "Description of Capital Stock" in the Prospectus, insofar as such statements purport to summarize certain provisions of the capital stock of the Company, provide a fair summary

Conditions of the Underwriters’ Obligations. The obligations of the several Underwriters to purchase and pay for the Firm Securities shall be subject, in the Representatives' sole discretion, to the accuracy of the representations and warranties of the parties hereto Company contained herein as of the date hereof and as of the Firm Closing Date, as if made on and as of the Firm Closing Date, to the accuracy of the statements of the Company and the Selling Securityholders Company's officers made pursuant to the provisions hereof, to the performance by the parties hereto Company of their respective its covenants and agreements hereunder and to the following additional conditions: (a) If the Original Registration Statement or any amendment thereto filed prior to the Firm Closing Date has not been declared effective as of the time of execution hereof, the Original Registration Statement or such amendment and, if the Company has elected to rely upon Rule 462(b), the Rule 462(b) Registration Statement shall have been declared effective not later than the earlier of (i) 11:00 A.M.a.m., New York time, on the date on which the amendment to the registration statement originally filed with respect to the Securities or to the Registration Statement, as the case may be, containing information regarding the initial public offering price of the Securities has been filed with the Commission and (ii) the time confirmations are sent or given as specified by Rule 462(b)(2), or with respect to the Original Registration Statement, or such later time and date as shall have been consented to by the Representatives; if required, the Prospectus or any Term Sheet that constitutes a part thereof and any Integrated Prospectus and any amendment or supplement thereto shall have been filed with the Commission in the manner and within the time period required by Rules Rule 434 and 424(b) under the Act; no stop order suspending the effectiveness of the Registration Statement or any post-effective amendment thereto and no order directed at any document incorporated by reference in the Registration Statement, the Prospectus or any Integrated Prospectus or any amendment or supplement thereto shall have been issued, issued and no proceedings for that purpose shall have been instituted or threatened or, to the knowledge of the Company or the Representatives, shall be contemplated by the Commission; and the Company shall have complied with any request of the Commission for additional information (to be included in the Registration Statement Statement, the Prospectus or the any Integrated Prospectus or otherwise). (b) The Representatives shall have received an opinion, dated the Firm Closing Date, of Gardere Wynnx Xxxxxx Wyche, Burgess, Xxxxxxx & XiggxXxxxxx, X.L.P.P.A., counsel for the Company, Seitel and EHI, to the effect that: (i) the Company and each of Eagle Geophysical Onshoreits subsidiaries listed in Schedule 3 hereto (the "Subsidiaries") have been duly incorporated and are validly existing as corporations in good standing under the laws of their respective jurisdictions of incorporation and are duly qualified to transact business as foreign corporations and are in good standing under the laws of all other jurisdictions where the ownership or leasing of their respective properties or the conduct of their respective businesses requires such qualification, Inc.except where the failure to be so qualified does not amount to a material liability or disability to the Company and the Subsidiaries, taken as a whole; (ii) the Company and each of the Subsidiaries have corporate power to own or lease their respective properties and conduct their respective businesses as described in the Registration Statement and the Prospectus or any Integrated Prospectus, and the Company has corporate power to enter into this Agreement and to carry out all the terms and provisions hereof and thereof to be carried out by it; (iii) the issued shares of capital stock of each of the Subsidiaries have been duly authorized and validly issued, are fully paid and nonassessable and, except for directors' qualifying shares and as otherwise set forth in the Prospectus and any Integrated Prospectus, are owned beneficially by the Company free and clear of any perfected security interests or, to the best knowledge of such counsel, any other security interests, liens, encumbrances, equities or claims; (iv) the Company has an authorized, issued and outstanding capitalization as set forth in the Prospectus or any Integrated Prospectus; all of the issued shares of capital stock of the Company have been duly authorized and validly issued and are fully paid and nonassessable, have been issued in compliance with all applicable federal and state securities laws and were not issued in violation of or subject to any preemptive rights or other rights to subscribe for or purchase securities; the Firm Securities have been duly authorized by all necessary corporate action of the Company and, when issued and delivered to and paid for by the Underwriters pursuant to this Agreement, will be validly issued, fully paid and nonassessable; the Securities have been duly included for trading on the Nasdaq National Market; no holders of outstanding shares of capital stock of the Company are entitled as such to any preemptive or other rights to subscribe for any of the Securities; and no holders of securities of the Company are entitled to have such securities registered under the Registration Statement; (v) the statements set forth under the heading "Description of Capital Stock" in the Prospectus and any Integrated Prospectus, insofar as such statements purport to summarize certain provisions of the capital stock of the Company, provide a fair summary of such provisions, insofar as such statements constitute a summary of the legal matters, documents or proceedings referred to therein, provide a fair summary of such legal matters, documents and proceedings, (vi) the execution and delivery of this Agreement have been duly authorized by all necessary corporate action of the Company and this Agreement has been duly executed and delivered by the Company; (vii) no legal or governmental proceedings are pending to which the Company or any of the Subsidiaries is a party or to which the property of the Company or any of the Subsidiaries is subject that are required to be described in the Registration Statement, the Prospectus and any Integrated Prospectus and are not described therein, and, to the best knowledge of such counsel, no such proceedings have been threatened against the Company or any of the Subsidiaries or with respect to any of their respective properties; and no contract or other document is required to be described in the Registration Statement, the Prospectus and any Integrated Prospectus or to be filed as an exhibit to the Registration Statement that is not described therein or filed as required; (viii) issuance, offering and sale of the Securities to the Underwriters by the Company pursuant to this Agreement, the compliance by the Company with the other provisions of this Agreement and the consummation of the other transactions herein contemplated do not (A) require the consent, approval, authorization, registration or qualification of or with any governmental authority, except such as have been obtained and such as may be required under state securities or blue sky laws, or (B) conflict with or result in a breach or violation of any of the terms and provisions of, or constitute a default under, any indenture, mortgage, deed of trust, lease or other agreement or instrument, known to such counsel, to which the Company or any of the Subsidiaries is a party or by which the Company or any of the Subsidiaries or any of their respective properties are bound, or the charter documents or by-laws of the Company or any of the Subsidiaries, or any statute or any judgment, decree, order, rule or regulation of any court or other governmental authority or any arbitrator known to such counsel and applicable to the Company or any of the Subsidiaries; (ix) the Registration Statement is effective under the Act; any required filing of the Prospectus, or any Term Sheet that constitutes a part thereof, and any Integrated Prospectus pursuant to Rules 434 and 424(b) has been made in the manner and within the time period required by Rules 434 and 424(b); and no stop order suspending the effectiveness of the Registration Statement or any post-effective amendment thereto and no order directed at any document incorporated by reference in the Registration Statement, the Prospectus and any Integrated Prospectus or any amendment or supplement thereto has been issued, and no proceedings for that purpose have been instituted or threatened or, to the best knowledge of such counsel, are contemplated by the Commission; and (x) the Registration Statement originally filed with respect to the Securities and each amendment thereto and any Rule 462(b) Registration Statement, the Prospectus and any Integrated Prospectus (in each case, including the documents incorporated by reference therein but not including the financial statements and other financial information contained therein, as to which such counsel need express no opinion) comply as to form in all material respects with the applicable requirements of the Act, the Exchange Act and the respective rules and regulations of the Commission thereunder. (xi) If the Company elects to rely on Rule 434, the Prospectus is not "materially different", as such term is used in Rule 434, from the prospectus included in the Registration Statement at the time of its effectiveness or any effective post-effective amendment thereto (including such information that is permitted to be omitted pursuant to Rule 430A). Such counsel shall also state that they have no reason to believe that the Registration Statement, as of its effective date, contained any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary to make the statements therein not misleading or that the Prospectus and any Integrated Prospectus, as of its date or the date of such opinion, included or includes any untrue statement of a material fact or omitted or omits to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. In rendering any such opinion, such counsel may rely, as to matters of fact, to the extent such counsel deems proper, on certificates of responsible officers of the Company and public officials and, as to matters involving the application of laws of any jurisdiction other than the State of Colorado or the United States, to the extent satisfactory in form and scope to counsel for the Underwriters, upon the opinion of Counsel acceptable to the Representatives. The foregoing opinion shall also state that the Underwriters are justified in relying upon such other opinion of Counsel acceptable to the Representatives, and copies of such opinion shall be delivered to the Representatives and counsel for the Underwriters. References to the Registration Statement and the Prospectus and any Integrated Prospectus in this paragraph (b) shall include any amendment or supplement thereto at the date of such opinion. (c) The Representatives shall have received an opinion, dated the Firm Closing Date, of Xxxxxx & Xxxxxx L.L.P., counsel for the Underwriters, with respect to the issuance and sale of the Firm Securities, the Registration Statement, the Prospectus or any Integrated Prospectus, and such other related matters as the Representatives may reasonably require, and the Company shall have furnished to such counsel such documents as they may reasonably request for the purpose of enabling them to pass upon such matters. (d) The Representatives shall have received from BDO Xxxxxxx, LLP a letter or letters dated, respectively, the date hereof and the Firm Closing Date, in form and substance satisfactory to the Representatives, to the effect that: (i) they are independent accountants with respect to the Company and its consolidated subsidiaries within the meaning of the Act, the Exchange Act and the applicable rules and regulations thereunder; (ii) in their opinion, the audited consolidated financial statements and schedules and pro forma financial statements examined by them and included in the Registration Statement, the Prospectus and any Integrated Prospectus comply in form in all material respects with the applicable accounting requirements of the Act, the Exchange Act and the related published rules and regulations thereunder; (iii) on the basis of a reading of the latest available interim unaudited consolidated condensed financial statements of the Company and its consolidated subsidiaries, carrying out certain specified procedures (which do not constitute an examination made in accordance with generally accepted auditing standards) that would not necessarily reveal matters of significance with respect to the comments set forth in this paragraph (iii), a Delaware corporationreading of the minute books of the shareholders, the board of directors and any committees thereof of the Company and each of its consolidated subsidiaries, and Eagle Geophysical Offshoreinquiries of certain officials of the Company and its consolidated subsidiaries who have responsibility for financial and accounting matters, Inc. nothing came to their attention that caused them to believe that: (formerly known A) the unaudited consolidated condensed financial statements of the Company and its consolidated subsidiaries included in the Registration Statement, the Prospectus and any Integrated Prospectus do not comply in form in all material respects with the applicable accounting requirements of the Act, the Exchange Act and the related published rules and regulations thereunder, or are not in conformity with generally accepted accounting principles applied on a basis substantially consistent with that of the audited consolidated financial statements included in the Registration Statement and the Prospectus and any Integrated Prospectus; (B) at a specific date not more than five business days prior to the date of such letter, there were any changes in the capital stock or long-term debt of the Company and its consolidated subsidiaries or any decreases in net current assets or stockholders' equity of the Company and its consolidated subsidiaries, in each case compared with amounts shown on the ____________, 1997 unaudited consolidated balance sheet included in the Registration Statement, the Prospectus and any Integrated Prospectus, or for the period from ____________, 1997 to such specified date there were any decreases, as Horizon Seismic,compared with the comparable prior year period, in net revenues, net income before income taxes or total or per share amounts of net income of the Company and its consolidated subsidiaries, except in all instances for changes, decreases or increases set forth in such letter; and

Conditions of the Underwriters’ Obligations. The obligations of the several Underwriters and FBR (with respect to purchase the FBR Shares and pay for the Firm Securities shall be subject, in the Representatives' sole discretion, FBR Option Shares) hereunder are subject to (i) the accuracy of the representations and warranties on the part of the parties hereto contained herein as of Company in all material respects on the date hereof and as at the Closing Time and on each Date of the Firm Closing DateDelivery, as if made on and as of the Firm Closing Date, to the accuracy of the statements of the Company and the Selling Securityholders made pursuant to the provisions hereof, to (ii) the performance by the parties hereto Company of their respective covenants its obligations hereunder in all material respects, and agreements hereunder and to (iii) the following additional further conditions: (a) If If, at the Original time this Agreement is executed and delivered, it is necessary for a post-effective amendment to the Registration Statement or any amendment thereto filed prior to the Firm Closing Date has not been be declared effective as before the offering of the time of execution hereofShares may commence, the Original Registration Statement or such post-effective amendment and, if the Company has elected to rely upon Rule 462(b), the Rule 462(b) Registration Statement shall have been declared become effective not later than the earlier of (i) 11:00 A.M.9:30 a.m., New York City time, on the business day following the date on which of this Agreement, or at such later date and time as shall be consented to in writing by the amendment Representatives. (b) The Company shall furnish to the registration statement originally filed with respect Underwriters at the Closing Time and on each Date of Delivery an opinion of King & Spalding, counsel for the Company, addressed to the Securities or Underwriters and FBR and dated the Closing Time and each Date of Delivery and in form reasonably satisfactory to Hunton & Willxxxx, xxunsel for the Underwriters, stating that: (i) the authorized shares of common stock of the Company conform as to legal matters to the Registration Statementdescription thereof contained in the Prospectus under the heading "Description of Capital Stock;" the Company has an authorized capitalization as set forth in the Prospectus under the caption "Capitalization;" the outstanding shares of common stock or capital stock, as the case may be, containing information regarding the initial public offering price of the Securities has been filed with Company and the Commission and Subsidiaries (iiother than the Partnership) the time confirmations are sent or given as specified by Rule 462(b)(2), or with respect to the Original Registration Statement, or such later time and date as shall have been consented to duly and validly authorized and issued and are fully paid and non-assessable; all of the outstanding shares of capital stock of or interests in the Subsidiaries, as the case may be, are directly or indirectly owned of record by the RepresentativesCompany; if required, the Prospectus or any Term Sheet that constitutes a part thereof and any amendment or supplement thereto shall have been filed with the Commission except as disclosed in the manner and within the time period required by Rules 434 and 424(bProspectus, there are no outstanding (i) under the Act; no stop order suspending the effectiveness of the Registration Statement securities or any amendment thereto shall have been issued, and no proceedings for that purpose shall have been instituted or threatened or, to the knowledge obligations of the Company or any of the Representatives, shall be contemplated by the Commission; and Subsidiaries convertible into or exchangeable for any shares of common stock of the Company shall have complied with or any request capital stock or interests in any such Subsidiary, (ii) warrants, rights, or options to subscribe for or purchase from the Company or any such Subsidiary any such shares of common stock, capital stock, interests, or any such convertible or exchangeable securities or obligations, or (iii) obligations of the Commission for additional information (Company or any such Subsidiary to be included in the Registration Statement issue any shares of common stock, capital stock, or the Prospectus interests, any such convertible or otherwise). (b) The Representatives shall have received an opinionexchangeable securities or obligation, dated the Firm Closing Dateor any such warrants, of Gardere Wynnx Xxxxxx & Xiggxrights, X.L.P., counsel for the Company, Seitel and EHI, to the effect that: (i) the Company and each of Eagle Geophysical Onshore, Inc., a Delaware corporation, and Eagle Geophysical Offshore, Inc. (formerly known as Horizon Seismic,or options;

Conditions of the Underwriters’ Obligations. The obligations of the several Underwriters hereunder are subject to purchase and pay for the Firm Securities shall be subject, in the Representatives' sole discretion, to (i) the accuracy of the representations and warranties on the part of the parties hereto contained herein as of Company in all material respects on the date hereof and as at the Closing Time and on each Date of the Firm Closing DateDelivery, as if made on and as of the Firm Closing Date, to the accuracy of the statements of the Company and the Selling Securityholders made pursuant to the provisions hereof, to (ii) the performance by the parties hereto Company of their respective covenants its obligations hereunder in all material respects, and agreements hereunder and to (iii) the following additional further conditions: (a) If If, at the Original time this Agreement is executed and delivered, it is necessary for a post-effective amendment to the Registration Statement or any amendment thereto filed prior to the Firm Closing Date has not been be declared effective as before the offering of the time of execution hereofShares may commence, the Original Registration Statement or such post-effective amendment and, if the Company has elected to rely upon Rule 462(b), the Rule 462(b) Registration Statement shall have been declared become effective not later than the earlier of (i) 11:00 A.M.5:30 p.m., New York City time, on the date on which the amendment hereof, or at such later date and time as shall be consented to in writing by you. (b) The Company shall furnish to the registration statement originally filed with respect Underwriters at the Closing Time and on each Date of Delivery an opinion of Xxxxx Xxxx LLP, counsel for the Company, addressed to the Securities or Underwriters and dated the Closing Time and each Date of Delivery and in form satisfactory to Winston & Xxxxxx, counsel for the Underwriters, stating that: (i) the authorized shares of common stock of the Company conform as to legal matters to the Registration Statementdescription thereof contained in the Prospectus and meet the requirements of Form S-2 under the Securities Act; the Company has an authorized capitalization as set forth in the Prospectus under the caption "Capitalization" as of the date stated in such section; the outstanding shares of common stock or capital stock, as the case may be, containing information regarding the initial public offering price of the Securities has Company and the Subsidiaries have been filed with duly and validly authorized and issued and are fully paid and non-assessable; all of the Commission authorized and validly issued shares of capital stock of or interests in the Subsidiaries, as the case may be, are directly or indirectly owned of record and beneficially by the Company; except as disclosed in the Prospectus, there are no authorized and validly issued (A) securities or obligations of the Company or any of the Subsidiaries convertible into or exchangeable for any shares of common stock of the Company or any capital stock or interests in any such Subsidiary or (B) warrants, rights or options to subscribe for or purchase from the Company or any such Subsidiary any such shares of common stock, capital stock, interests or any such convertible or exchangeable securities or obligations; except as set forth in the Prospectus or contemplated by this Agreement, there are no outstanding obligations of the Company or any such Subsidiary to issue any shares of common stock, capital stock or interests, any such convertible or exchangeable securities or obligation, or any such warrants, rights or options; (ii) the time confirmations are sent Company and the Subsidiaries each has been duly formed or given incorporated, as specified by Rule 462(b)(2)the case may be, and is validly existing and in good standing under the laws of its respective jurisdiction of formation or with respect to the Original Registration Statement, or such later time and date as shall have been consented to by the Representatives; if required, the Prospectus or any Term Sheet that constitutes a part thereof and any amendment or supplement thereto shall have been filed incorporation with the Commission in the manner requisite power and within the time period required by Rules 434 authority to own its respective properties and 424(b) under the Act; no stop order suspending the effectiveness of the Registration Statement or any amendment thereto shall have been issued, and no proceedings for that purpose shall have been instituted or threatened or, to the knowledge of the Company or the Representatives, shall be contemplated by the Commission; and the Company shall have complied with any request of the Commission for additional information (to be included conduct its respective business as described in the Registration Statement or and Prospectus and, in the Prospectus or otherwise). (b) The Representatives shall have received an opinion, dated the Firm Closing Date, case of Gardere Wynnx Xxxxxx & Xiggx, X.L.P., counsel for the Company, Seitel to execute and EHIdeliver this Agreement, and the Other Transaction Documents and to consummate the effect that:transactions described in each such agreement; (iiii) the Company and the Subsidiaries are duly qualified in or registered by and are in good standing in each jurisdiction specifically referred to in the Registration Statement and Prospectus as jurisdictions in which property securing loans proposed to be made or acquired by the Company is located and in which the failure, individually or in the aggregate, to be so qualified could reasonably be expected to have a material adverse effect on the assets, operations, business or condition (financial or otherwise) of Eagle Geophysical Onshorethe Company and the Subsidiaries taken as a whole; to such counsel's knowledge, Inc.other than the Subsidiaries, a Delaware corporationas disclosed in the Prospectus, Gold Key and Eagle Geophysical Offshore, Inc. (formerly known as Horizon Seismic,J.H.

Conditions of the Underwriters’ Obligations. The obligations of the several Underwriters to purchase and pay for the Firm Securities shall be subject, in the Representatives' sole discretion, to the accuracy of the representations and warranties of the parties hereto Company and the Selling Securityholder contained herein as of the date hereof and as of the Firm Closing Date, as if made on and as of the Firm Closing Date, to the accuracy of the statements of the Company and the Selling Securityholders Company's officers made pursuant to the provisions hereof, to the performance by the parties hereto Company and the Selling Securityholder of their respective covenants and agreements hereunder and to the following additional conditions: (a) If the Original Registration Statement or any amendment thereto filed prior to the Firm Closing Date has not been declared effective as of the time of execution hereof, the Original Registration Statement or such amendment and, if the Company has elected to rely upon Rule 462(b), the Rule 462(b) Registration Statement shall have been declared effective not later than the earlier of (i) 11:00 A.M., New York time, on the date on which the amendment to the registration statement originally filed with respect to the Securities or to the Registration Statement, as the case may be, containing information regarding the initial public offering price of the Securities has been filed with the Commission and (ii) the time confirmations are sent or given as specified by Rule 462(b)(2), or with respect to the Original Registration Statement, or such later time and date as shall have been consented to by the Representatives; if required, the Prospectus or any Term Sheet that constitutes a part thereof and any amendment or supplement thereto shall have been filed with the Commission in the manner and within the time period required by Rules 434 and 424(b) under the Act; no stop order suspending the effectiveness of the Registration Statement or any amendment thereto shall have been issued, and no proceedings for that purpose shall have been instituted or threatened or, to the knowledge of the Company or the Representatives, shall be contemplated by the Commission; and the Company shall have complied with any request of the Commission for additional information (to be included in the Registration Statement or the Prospectus or otherwise). (b) The Representatives shall have received an opinion, dated the Firm Closing Date, of Gardere Wynnx Xxxxxx Xxxxx, Oviatt, Gilman, Xxxxxxx & XiggxXxxxxx, X.L.P.LLP, counsel for the Company, Seitel and EHI, to the effect that: (i) the Company and each of Eagle Geophysical Onshoreits subsidiaries listed in Exhibit 21 to the Registration Statement (the "Subsidiaries") have been duly organized and are validly existing as corporations in good standing under the laws of their respective jurisdictions of incorporation and are duly qualified to transact business as foreign corporations and are in good standing under the laws of all other jurisdictions where the ownership or leasing of their respective properties or the conduct of their respective businesses requires such qualification, Inc., except where the failure to be so qualified does not have a Delaware corporationMaterial Adverse Effect; (ii) the Company and each of the Subsidiaries have corporate power to own or lease their respective properties and conduct their respective businesses as described in the Registration Statement and the Prospectus, and Eagle Geophysical Offshorethe Company has corporate power to enter into this Agreement and to carry out all the terms and provisions hereof to be carried out by it; (iii) the issued shares of capital stock of each of the Subsidiaries have been duly authorized and validly issued, Inc. are fully paid and nonassessable and are owned beneficially by the Company free and clear of any perfected security interests or, to the best knowledge of such counsel, any other security interests, liens, encumbrances, equities or claims, except for the pledge of such capital stock to the Company's lender to secure the Company's obligations under its revolving line of credit; (formerly known iv) the Company has an authorized, issued and outstanding capitalization as Horizon Seismicset forth under the heading "Capitalization" in the Prospectus; all of the issued shares of capital stock of the Company, including the Selling Securityholder Securities, have been duly authorized and validly issued and are fully paid and nonassessable, to such counsel's knowledge, have been issued in compliance with all applicable federal and state securities laws and were not issued in violation of or subject to any preemptive rights or other rights to subscribe for or purchase securities; the Securities have been duly authorized by all necessary corporate action of the Company and, the Company Firm Securities when issued and delivered to and paid for by the Underwriters pursuant to this Agreement, will be validly issued, fully paid and nonassessable; the Company has been advised that the Securities have been duly authorized for trading on the NYSE, subject to official notice of issuance; no holders of outstanding shares of capital stock of the Company are entitled as such to any preemptive or other rights to subscribe for any of the Securities; and no holders of securities of the Company are entitled to have such securities registered under the Registration Statement; (v) the statements set forth under the heading "Description of Capital Stock" in the Prospectus, insofar as such statements purport to summarize certain provisions of the capital stock of the Company, provide a fair summary of such provisions; and the statements set forth under the headings "Risk Factors - Government Regulation," "- Conflicts of Interest,", "- Provisions with Anti-Takeover Effect" and - Shares Eligible for Future Sale", "Business Insurance" and " - Regulation" and "Description of Capital Stock" in the Prospectus, insofar as such statements constitute a summary of the legal matters, documents or proceedings referred to therein, provide a summary of such legal matters, documents and proceedings in all material respects;

Conditions of the Underwriters’ Obligations. The obligations of the several Underwriters each Underwriter to purchase and pay for the Firm Securities Shares shall be subject, in the Representatives' each Underwriter's sole discretion, to the accuracy of the representations and warranties of the parties hereto Company contained herein as of the date hereof and hereof, as of the Firm Closing Date, Date as if made on and as of the Firm Closing Date, and as of each Option Closing Date as if made on and as of each Option Closing Date, to the accuracy of the statements of the Company Company's directors and the Selling Securityholders officers made pursuant to the provisions hereofhereof and otherwise, to the performance by the parties hereto Company of their respective its covenants and agreements hereunder hereunder, and to the following additional conditions: (a) If the Original Registration Statement or any amendment thereto filed prior to the Firm Closing Date has not been declared effective as of the time of execution hereof, the Original Registration Statement Statement, as heretofore amended or such as amended by an amendment andthereto to be filed prior to the Firm Closing Date, if the Company has elected to rely upon Rule 462(b), the Rule 462(b) Registration Statement shall have been declared Xxxxxxxxx Securities Underwriting Agreement InfoHighway Communications Corporation Page 20 effective not later than the earlier of (i) 11:00 A.M.5:30 P.M., New York City time, on the date on which the amendment to the such registration statement originally filed with respect to the Securities or to the Registration Statement, as the case may be, containing information regarding the initial public offering IPO price of the Securities Shares has been filed with the Commission and (ii) the time confirmations are sent or given as specified by Rule 462(b)(2), or with respect to the Original Registration StatementCommission, or such later time and date as shall have been consented to by the Representatives; Underwriters, if required, the Prospectus or any Term Sheet that constitutes a part thereof and any amendment or supplement thereto shall have been filed with the Commission in the manner and within the time period required by Rules 434 and Rule 424(b) under the Act; Securities Act (or any successor rule), no stop order suspending the effectiveness of the Registration Statement or any amendment thereto shall have been issued, and no proceedings for that purpose shall have been instituted or threatened or, to the knowledge of the Company or the RepresentativesUnderwriters, shall be contemplated by the Commission; and the Company shall have complied with any request all requests of the Commission for additional information (to be included in the Registration Statement or the Prospectus or otherwise). (b) The Representatives Underwriter shall have received an opinion, dated the Firm Closing Date and each Option Closing Date, of Gardere Wynnx Xxxxxx & XiggxXxxxxx, X.L.P.L.L.P., counsel for to the Company, Seitel and EHI, to the effect that: (i) the Company has been duly organized and is validly existing as a corporation in good standing under the laws of the jurisdiction of its organization; (ii) the Company is duly qualified to transact business as a foreign corporation and is in good standing under the laws of each other jurisdiction in which its ownership or leasing of any properties or the conduct of its business requires such qualification, except where the failure to qualify would not have a Materially Adverse Effect upon the Company; (iii) the Company has full corporate power and authority to own or lease its property and conduct its business as now being conducted and as proposed to be conducted, as described in the Registration Statement and the Prospectus, and the Company has full corporate power and authority to enter into this Agreement and the Underwriters' Warrant Agreement and to carry out all the terms and provisions hereof and thereof to be carried out by it; (iv) to the best knowledge of such counsel after inquiry, there are no outstanding options, warrants, or other rights granted by the Company to purchase shares of its Common Stock, preferred stock, or other securities other than as described in the Prospectus; (v) the Shares have been duly authorized, and the Underwriters' Warrant Shares have been duly reserved for issuance, by all necessary corporate action on the part of the Company; the Shares, when issued, delivered to and paid for by the Underwriters, pursuant to this Agreement, will be validly issued, fully paid, nonassessable, and free of preemptive rights and will conform to the description thereof in the Prospectus; the Underwriters' Warrant Shares, when issued delivered to and paid for by the Underwriters pursuant to the Underwriters' Warrant Agreement; will be validly issued, fully paid, nonassessable, and free of preemptive rights and will conform to the description thereof in the Prospectus; (vi) to the best knowledge of such counsel after inquiry, no holder of outstanding securities of the Company is entitled to any preemptive or other right to subscribe for any of the Shares or any other securities of the Company except as described in the Prospectus; (vii) to the best knowledge of such counsel after inquiry, no person is entitled to have securities registered by the Company under the Registration Statement or otherwise other than as described in the Prospectus; (viii) the execution and delivery of this Agreement, the Underwriters' Warrant, and the Underwriters' Warrant Agreement have each been duly authorized by all necessary corporate action on the part of the Company; (ix) this Agreement and the Underwriters' Warrant Agreement have each been duly executed and delivered by the Company, and each is a valid and binding agreement of Eagle Geophysical Onshorethe Company, Inc.enforceable against the Company in accordance with its terms, a Delaware corporationexcept as enforceability may be limited by bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium, and Eagle Geophysical Offshoreother similar laws affecting creditors' rights generally and by general principles of equity (except to the extent that the indemnification obligations of the Company set forth in this Agreement and in the Underwriters' Warrant Agreement are held to be unenforceable because of public policy by a court having competent jurisdiction); (x) the Underwriters' Warrants conform to the description thereof in the Registration Statement and the Prospectus and are duly authorized and, upon payment of the purchase price, will be validly issued and constitute valid and binding obligations of the Company; (xi) the certificates representing the Shares are in due and proper form under law; (xii) the statements set forth in the Prospectus under the caption "Description of Capital Stock" insofar as those statements purport to summarize the terms of the capital stock, options, warrants, convertible securities, derivative securities and other securities of the Company have been reviewed by them and are correct and complete in all material respects and not misleading in any material respect. (xiii) the statements set forth in the Prospectus describing statutes and regulations and the descriptions of the consequences to the Company under such statutes and regulations have been reviewed by them and are correct and complete in all material respects and not misleading in any material respect (xiv) the statements in the Prospectus, describing the contracts, instruments, leases, licenses, and other agreements of the Company have been reviewed by them and are correct and complete in all material respects and not misleading in any material respect and include all material terms thereof; (xv) none of (A) the execution and delivery of this Agreement, the Underwriters' Warrants, and the Underwriters' Warrant Agreement, (B) the issuance, offering, and sale by the Company to the Underwriters of the Shares pursuant to this Agreement and the Underwriters' Warrant Shares pursuant to the Underwriters' Warrant Agreement, nor (C) the compliance by the Company with the other provisions of this Agreement and the Underwriters' Warrant Agreement and the consummation of the transactions contemplated hereby and thereby: (1) requires the consent, approval, authorization, registration, or qualification of or with any court or governmental authority, except such as have been obtained and such as may be required under state blue sky or securities laws and federal or state communications laws, rules, and regulations, or (2) conflicts with or results in a breach or violation of, or constitutes a default under, any material contract, indenture, mortgage, deed of trust, loan agreement, note, lease, or other material agreement or instrument to which the Company is a party or by which the Company or any of its property is bound or subject, or the certificate of incorporation or by-laws of the Company, or any statute, judgment, decree, order, rule, or regulation of any court or other governmental or regulatory authority or arbitrator or tribunal applicable to the Company; (xvi) no material legal or governmental proceedings are pending or, to the best knowledge of such counsel after inquiry, are threatened to which the Company is a party or to which the property of the Company is subject except: (A) as described in the Registration Statement and Prospectus; and (B) those arising in the ordinary course of business and fully covered by insurance; (xvii) to the best knowledge of such counsel after inquiry, no contract or other document is required to be described in the Registration Statement or the Prospectus or to be filed as an exhibit to the Registration Statement that is not described therein or filed as required; (xviii) to the best knowledge of such counsel after inquiry, the Company is not: [a] in violation or breach of, or in default with respect to, any term of its certificate of incorporation or by-laws, or [b] except as disclosed in the Registration Statement and the Prospectus (or, if the Prospectus is not in existence, the Preliminary Prospectus), in violation or breach of, or in default with respect to, any law, statute, regulation, ordinance, rule, order, judgment, or decree of any court or any governmental or regulatory authority applicable to it, or [c] except as disclosed in the Registration Statement and the Prospectus (or, if the Prospectus is not in existence, the Preliminary Prospectus), in default in the performance or observance of any obligation, agreement, covenant, or condition contained in any material contract, indenture, mortgage, deed of trust, loan agreement, note, lease, or other agreement or instrument to which it is a party or by Xxxxxxxxx Securities Underwriting Agreement InfoHighway Communications Corporation Page 23 which it or any of its property may be bound or subject, and no event has occurred which with notice (whether or not notice shall have or may be given), lapse of time (or both) would constitute such a default; (xix) the Shares have been approved for listing on the American Stock Exchange; (xx) the Registration Statement is effective under the Securities Act; any required filing of the Prospectus pursuant to Rule 424(b) or any successor rule has been made in the manner and within the time period required by Rule 424(b) or any successor rule; and, to the best knowledge of such counsel after inquiry, no stop order suspending the effectiveness of the Registration Statement or any amendment thereto has been issued, and no proceedings for that purpose have been instituted or threatened or, to the best knowledge of such counsel after inquiry, are contemplated by the Commission; (xxi) the Registration Statement and each amendment thereto and the Prospectus (in each case, other than the financial statements and schedules and other financial and statistical information contained therein, as to which such counsel need express no opinion) comply as to form in all material respects with the applicable requirements of the Securities Act and the rules and regulations of the Commission thereunder; (xxii) the Company is not an "investment company" as defined in Section 3(a) of the Investment Company Act and, if the Company conducts its business as set forth in the Prospectus, it will not become an "investment company," and it will not be required to register under the Investment Company Act; (xxiii) (A) the Company, through ARC, has good and indefeasable title to all of the assets of ARC, subject to and in accordance with that certain Agreement and Plan of Reorganization dated June 30, 1999, by and among ARC, ARC Acquisition, Inc. (formerly known as Horizon Seismic,and the Company;

Conditions of the Underwriters’ Obligations. The obligations obligation of the several Underwriters to purchase and pay for the Firm Securities shall be subject, in the Representatives' sole discretion, Notes are subject to the accuracy of the representations and warranties contained herein, to the performance by UIC of its covenants and agreements hereunder and in the sole discretion of the parties hereto contained herein Underwriters, satisfaction of the following additional conditions unless waived in writing by the Underwriters: (a) or any amendment thereto or the qualification of the Indenture under the Trust Indenture Act shall have been issued and no proceedings for that purpose shall have been instituted or to the knowledge of UIC or the Underwriters, shall be threatened or contemplated by the Commission. (b) The Underwriters shall have received opinions in form and substance satisfactory to the Underwriters, dated the Closing Date, of Bakex & Xostxxxxx, xxunsel for UIC, substantially in the form of Exhibit B hereto. In addition, the Underwriters shall have received a letter from counsel to the Sellers dated the Closing Date in form and substance satisfactory to the Underwriters permitting the Underwriters to rely on the opinion of counsel to the Sellers in connection with the Recapitalization Agreement and the Acquisitions. (c) The Underwriters shall have received an opinion, dated the Closing Date, of Cahixx Xxxxxx & Xeinxxx, xxunsel for the Underwriters, with respect to the sufficiency of certain corporate proceedings and other legal matters relating to this Agreement, and such other related matters as the Underwriters may require. In rendering such opinion, Cahixx Xxxxxx & Reinxxx xxxll have received and may rely upon such certificates and other documents and information as they may reasonably request to pass upon such matters. In addition, in rendering their opinion, Cahixx Xxxxxx & Reinxxx xxx state that their opinion is limited to matters of New York, Delaware corporate and federal law. (d) The Underwriters shall have received from Ernst & Young LLP, independent public accountants for Unifrax, letters dated, respectively, the date hereof and as of the Firm Closing Date, in form and substance satisfactory to the Underwriters. (f) Subsequent to the respective dates of the most recent financial statements of Unifrax and the Subsidiaries contained in the Prospectus, there shall have been no material adverse change in the business, condition (financial or other) or results of operations of Unifrax or the Subsidiaries taken as a whole (a "Material Adverse Change") or any development which could reasonably be expected to result in a Material Adverse Change, except as set forth in, or contemplated by, the Prospectus. (g) None of the issuance and sale of the Notes pursuant to this Agreement, the Acquisitions, or any of the other transactions contemplated by any of the Transaction Documents or the Prospectus shall be enjoined (temporarily or permanently) and no restraining order or other injunctive order shall have been issued or any action, suit or proceeding shall have been commenced with respect to this Agreement, the Recapitalization Agreement, the Acquisitions, or any of the other transactions contemplated by the Prospectus, before any court or governmental authority. (h) The Underwriters shall have received certificates, dated the Closing Date, of the [appropriate officers] of UIC and Holding, as to such person, to the effect that: (A) The representations and warranties of such person in this Agreement are true and correct in all material respects as if made on and as of the Firm Closing Date, to the accuracy of the statements of the Company Date and the Selling Securityholders made pursuant to the provisions hereof, to the performance by the parties hereto of their respective such person has performed in all material respects all covenants and agreements hereunder and satisfied in all material respects all conditions on its part to the following additional conditions: (a) If the Original Registration Statement be performed or any amendment thereto filed satisfied at or prior to the Firm Closing Date has not been declared effective as of the time of execution hereof, the Original Registration Statement or such amendment and, if the Company has elected to rely upon Rule 462(b), the Rule 462(bDate; (B) Registration Statement shall have been declared effective not later than the earlier of (i) 11:00 A.M., New York time, on the date on which the amendment to the registration statement originally filed with respect to the Securities or to the Registration Statement, as the case may be, containing information regarding the initial public offering price of the Securities has been filed with the Commission and (ii) the time confirmations are sent or given as specified by Rule 462(b)(2), or with respect to the Original Registration Statement, or such later time and date as shall have been consented to by the Representatives; if required, the Prospectus or any Term Sheet that constitutes a part thereof and any amendment or supplement thereto shall have been filed with the Commission in the manner and within the time period required by Rules 434 and 424(b) under the Act; no No stop order suspending the effectiveness of the Registration Statement or any amendment thereto shall have or the qualification of the Indenture under the Trust Indenture Act has been issued, and no proceedings for that purpose shall those purposes have been instituted or threatened or, to the knowledge best of the Company such person's knowledge, are threatened or the Representatives, shall be contemplated by the Commission; and ; (C) Subsequent to the Company shall have complied with any request respective dates as of the Commission for additional which information (to be included is given in the Registration Statement and the Prospectus, there has not been any 24 -24- material adverse change in the business, condition (financial or other) or results of operations of UIC, Holding, Unifrax or the Prospectus Subsidiaries taken as a whole except as set forth in or otherwise).contemplated by the Prospectus; (bD) The Representatives shall Neither the sale of the Notes by UIC hereunder nor any of the other transactions contemplated hereby, by the Transaction Documents or by the Prospectus has been enjoined (temporarily or permanently); and (E) There have received an opinionbeen no material amendments, dated alterations, modifications, or waivers of any provisions of any of the Firm Closing DateTransaction Documents since the date of the execution and delivery thereof by the parties thereto (other than amendments, alterations, modifications or waivers copies of Gardere Wynnx Xxxxxx & Xiggx, X.L.P., counsel for which have previously been distributed to the Company, Seitel Underwriters); and (F) UIC and EHIHoldings, to the effect that:extent each is a party thereto, have complied in all material respects with all agreements and covenants in the Transaction Documents and performed in all material respects all conditions specified therein contemplated by the Prospectus to be complied with or performed by them at or prior to the Closing Date. (i) On the Company Closing Date, UIC and Holding shall have, to the extent each is a party thereto, complied in all material respects with all agreements and covenants in the Transaction Documents and performed all conditions specified therein (other than agreements or covenants which have been waived but only if such waivers are not required to be set forth in the Prospectus) to be complied with or performed at or prior to the Closing Date, and each of Eagle Geophysical Onshorethe Transaction Documents shall be in full force and effect. (j) On the Closing Date, Inc.the Underwriters shall have received copies of all certificates, a Delaware corporationdocuments and opinions, reasonably requested by the Underwriters, delivered by UIC and Eagle Geophysical OffshoreHolding or any of their counsels and such other certificates, Inc. documents and opinions reasonably obtainable by UIC and Holding under the Transaction Documents in connection with any of the Transactions, together with letters addressed to the Underwriters, stating that the 25 -25- Underwriters may rely on such certificates and opinions as if they had been addressed to the Underwriters. (formerly known k) Each of the Transactions (other than the Offering) shall have been consummated, or shall be consummated simultaneously with the Offering, on the terms and conditions set forth in the Transaction Documents in the forms previously delivered to the Underwriters and to which they shall not have reasonably objected. (l) On the Closing Date, the Certificate of Merger with respect to the Merger shall have been filed with the Secretary of State of the State of Delaware. (m) On the Closing Date, the Surviving Company shall have executed and delivered to the Underwriters an agreement, in such form as Horizon Seismic,is satisfactory to the Underwriters, assuming the obligations of UIC under this Agreement, the Indenture and the Notes. On or before the Closing Date, the Underwriters shall have received such further documents, opinions, certificates and schedules or instruments relating to the business, corporate, legal and financial affairs of UIC and Holding as they shall have heretofore reasonably requested. All such opinions, certificates, letters, schedules, documents or instruments delivered pursuant to this Agreement will comply with the provisions hereof only if they are reasonably satisfactory in all material respects to the Underwriters. UIC and Holding shall furnish to the Underwriters such conformed copies of such opinions, certificates, letters, schedules, documents and instruments in such quantities as the Underwriters shall reasonably request.

Conditions of the Underwriters’ Obligations. The respective obligations of the several Underwriters to purchase and pay for the Firm Securities shall be subject, in the Representatives' sole discretion, hereunder are subject to the accuracy accuracy, when made and on each Delivery Date, of the representations and warranties of the parties hereto contained herein as of the date hereof and as of the Firm Closing DateCompany, as if made on and as of the Firm Closing Date, to the accuracy of the statements of the Company and the Selling Securityholders made pursuant to the provisions hereof, to the performance by the parties hereto of their respective covenants and agreements hereunder and to each of the following additional terms and conditions: (a) If The Prospectus shall have been filed in a timely manner with the Original Commission in accordance with Section 5(a); the Registration Statement or any amendment and all post-effective amendments thereto filed prior to the Firm Closing Date has not been declared effective as shall have become effective, all filings required by Rule 424 and Rule 430A of the time Rules and Regulations shall have been made, and no such filings shall have been made without the consent of execution hereofthe Representatives, the Original Registration Statement or such amendment and, which consent shall not have been unreasonably withheld; if the Company has elected to rely upon on Rule 462(b), the Rule 462(b) Registration Statement shall have been declared become effective not later than the earlier of (i) 11:00 A.M.10:00 P.M., New York time, Time on the date on which the amendment to the registration statement originally filed with respect to the Securities of this Agreement or to the Registration Statement, as the case may be, containing information regarding the initial public offering price of the Securities has been filed with the Commission and (ii) the time confirmations are sent or given as specified by in Rule 462(b)(2462(b), or with respect to the Original Registration Statement, or such later time and date as shall have been consented to by the Representatives; if required, the Prospectus or any Term Sheet that constitutes a part thereof and any amendment or supplement thereto shall have been filed with the Commission in the manner and within the time period required by Rules 434 and 424(b) under the Act; no stop order suspending the effectiveness of the Registration Statement or any amendment thereto part thereof shall have been issued, and no proceedings proceeding for that purpose shall have been instituted initiated or threatened or, to the knowledge of the Company or the Representatives, shall be contemplated by the Commission; and the Company shall have complied with any request of the Commission for inclusion of additional information (to be included in the Registration Statement or the Prospectus or otherwise)otherwise shall have been disclosed to you and complied with to your satisfaction. (b) The Representatives No Underwriter shall have received been advised by the Company or shall have discovered and disclosed to the Company on or prior to such Delivery Date that the Registration Statement or the Prospectus or any amendment or supplement thereto contains an opinionuntrue statement of fact which, dated in your opinion or in the Firm Closing Dateopinion of Mintz, of Gardere Wynnx Xxxxxx & XiggxLevin, X.L.P.Cohn, Ferris, Glovsky and Popeo, P.C., counsel for the Underwriters, is material or omits to state a fact which, in your opinion or the opinion of such counsel, is material and is required to be stated therein or is necessary to make the statements therein not misleading. (c) All corporate proceedings and other legal matters incident to the authorization, form and validity of this Agreement, the Shares, the Registration Statement and the Prospectus, and all other legal matters relating to this Agreement and the transactions contemplated hereby shall be reasonably satisfactory in all material respects to you and your counsel, and the Company shall have furnished to such counsel all documents and information that they may reasonably request to enable them to pass upon such matters. (d) On each Delivery Date, there shall have been furnished to you the written opinion of Goodxxx, Xxocter & Hoar XXX, counsel to the Company, Seitel addressed to the Underwriters and EHIdated such Delivery Date, in form and substance reasonably satisfactory to the Representatives and their counsel, to the effect that: (i) The Company has been duly incorporated and is validly existing as a corporation in good standing under the laws of the State of Delaware, is qualified to do business and is in good standing as a foreign corporation in the Commonwealth of Massachusetts and has all corporate power and authority necessary to own or hold its properties and conduct the businesses in which it is engaged; (ii) The Company has an authorized capitalization as set forth in the Prospectus, and all of the outstanding shares of capital stock of the Company have been, and the Shares, upon issuance and delivery and payment therefore in the manner provided for herein, will be, duly and validly authorized and issued, fully paid and non-assessable and conform in all material respects to the description thereof contained in the Prospectus; and, except as described in the Prospectus, all of the outstanding shares of capital stock of the subsidiaries of the Company which have material assets or business operations are owned directly by the Company, free and clear of all liens, encumbrances, equities or claims, other than one share in each of Cambridge Diagnostics Ireland Ltd. and Inverness Medical Limited held by officers of the Company, and 1,000,000 shares of 6% Cumulative Redeemable Preference Shares in Inverness Medical Limited held by Inverness & Nairn Local Enterprise Company; and there are no preemptive or other rights to subscribe for or to purchase, nor, upon consummation of the offering to which this Agreement relates, any restriction upon the voting or transfer of, any of the Shares pursuant to the Company's Certificate of Incorporation or By-laws, as amended, or any agreement or other instrument known to such counsel except with respect to the Voting Agreement; (iii) To such counsel's knowledge and other than as set forth in the Prospectus, there are no legal or governmental proceedings pending to which the Company or any of its subsidiaries is a party or of which any property or assets of the Company or its subsidiaries is the subject which, if determined adversely to the Company or its subsidiaries, would be reasonably likely to have a Material Adverse Effect; and, to such counsel's knowledge, no such proceedings are threatened or contemplated by governmental authorities or threatened by others; (iv) The Registration Statement and all post effective amendments thereto, if any, have been declared effective (or in the case of any Rule 462(b) Registration Statement, has become effective) under the Securities Act, the Prospectus has been filed with the Commission pursuant to the subparagraph of Rule 424(b) of the Rules and Regulations specified in such opinion on the date specified therein; (v) The Registration Statement and the Prospectus and any further amendments or supplements thereto made by the Company (other than the financial statements and related schedules therein, as to which such counsel need express no opinion) comply as to form in all material respects with the requirements of the Securities Act and the Rules and Regulations; (vi) The statements made in the Prospectus under the headings "Description of Capital Stock" and "Business -- Strategic Transactions" and in the Registration Statement in Items 24 and 26 insofar as such statements are, or refer to statements of law or legal conclusions, are true and correct in all material respects; (vii) To such counsel's knowledge, there are no contracts or other documents which are required to be described in the Prospectus or filed as exhibits to the Registration Statement by the Securities Act or by the Rules and Regulations which have not been described or filed as exhibits to the Registration Statement or incorporated therein by reference as permitted by the Rules and Regulations; (viii) This Agreement has been duly authorized, executed and delivered by the Company; (ix) The issue and sale of the Shares being delivered on such Delivery Date by the Company and the compliance by the Company with all of the provisions of this Agreement and the consummation of the transactions contemplated hereby will not to such counsel's knowledge conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which the Company or any of its subsidiaries is a party or by which the Company or any of its subsidiaries is bound or to which any of the property or assets of the Company or any of its subsidiaries is subject, nor will such actions result in any violation of the provisions of the Certificate of Incorporation or By-laws or other organizational documents of the Company or, to such counsel's knowledge, any of its subsidiaries, as such documents may be amended from time to time, or to such counsel's knowledge any statute or any order, rule or regulation of any court or governmental agency or body having jurisdiction over the Company or any of its subsidiaries or any of their properties or assets; and, except for the registration of the Shares under the Securities Act and such consents, approvals, authorizations, registrations or qualifications as may be required and have been obtained under the Exchange Act and applicable blue sky, state or foreign securities laws in connection with the purchase and distribution of the Shares by the Underwriters, no consent, approval, authorization or order of, or filing or registration with, any such court or governmental agency or body is required for the execution, delivery and performance of this Agreement by the Company and the consummation of the transactions contemplated hereby; (x) Except as described in the Prospectus, to such counsel's knowledge, there are no contracts, agreements or understandings between the Company and any person granting such person the right to require the Company to file a registration statement under the Securities Act with respect to any securities of the Company owned or to be owned by such person or to include such securities for registration in a registration statement filed by the Company under the Securities Act; and the Company is not required to include any such securities in the securities being registered pursuant to the Registration Statement, nor is it required to file any registration statement for the registration of any securities of any person or register any such securities pursuant to any other registration statement filed by the Company under the Securities Act for a period of 120 days after the Effective Date; and In rendering such opinion, such counsel may state that its opinion is limited to matters governed by the Federal laws of the United States of America, the laws of The Commonwealth of Massachusetts and the General Corporation Law of the State of Delaware. Such counsel shall also have furnished to the Representatives a written statement, addressed to the Underwriters and dated such Delivery Date, in form and substance reasonably satisfactory to the Representatives, to the effect that (x) such counsel has acted as counsel to the Company on a regular basis in connection with securities laws matters and certain other matters, including the preparation of the Registration Statement and (y) based on the foregoing, no facts have come to the attention of such counsel which lead them to believe that the Registration Statement, as of the Effective Date, or any amendment thereto, contains or contained any untrue statement of a material fact or omits or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading, or that the Prospectus, or any amendment or supplement thereto, contains or contained any untrue statement of a material fact or omits or omitted to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. (e) On each Delivery Date, counsel to Cambridge Diagnostics Ireland Ltd., Cambridge Affiliate Corporation, Inverness Medical Limited, Orgenics Ltd., Orgenics International Holdings, B.V. and Selfcare Acquisition Corp. (collectively, the "Significant Subsidiaries"), acceptable to the Representatives and their counsel, shall have furnished to you their written opinions, as counsel to the Significant Subsidiaries, addressed to the Underwriters and dated such Delivery Date, in form and substance reasonably satisfactory to the Representatives and their counsel, to the effect that: (i) The Significant Subsidiaries have been duly incorporated or organized and are validly existing as corporations or limited liability companies, as the case may be, in good standing under the laws of their respective jurisdictions of incorporation or organization, are duly qualified to do business and are in good standing in each jurisdiction in which their respective ownership or leasing of property or the conduct of their respective businesses requires such qualification and have all power and authority necessary to own or hold their respective properties and conduct the businesses in which they are engaged; (ii) All of the issued shares of capital stock of each Significant Subsidiary have been duly and validly authorized and issued and are fully paid, non-assessable and, except as set forth in the Prospectus, are owned directly or indirectly by the Company, free and clear of all liens, encumbrances, equities or claims; (iii) All real property and buildings held under lease by the Significant Subsidiaries are held by them under valid, subsisting and enforceable leases, with such exceptions as are not material and do not interfere with the use made and proposed to be made of such property and buildings by them. (iv) The issue and sale of the shares of Stock being delivered on such Delivery Date by the Company and the compliance by the Company with all of the provisions of this Agreement and the consummation of the transactions contemplated hereby will not conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument known to such counsel to which any Significant Subsidiary is a party or by which any Significant Subsidiary is bound or to which any of the property or assets of any Significant Subsidiary is subject, nor will such actions result in any violation of the provisions of the charter or by-laws or other organizational documents of any Significant Subsidiary or any statute or any order, rule or regulation known to such counsel of any court or governmental agency or body having jurisdiction over the [the applicable] Significant Subsidiary or any of its properties or assets. (I) On each delivery date, the Company shall have furnished to the Representatives an opinion of Oppexxxx & Xarsxx, Xxited States patent counsel for the Company, addressed to the Underwriters and dated such Delivery Date in form and substance reasonably satisfactory to the Representatives to the effect that: (i) The statements in the Registration Statement and Prospectus under the caption "Risk Factors -- Dependence on Patents and Proprietary Technology" insofar as such statements constitute summaries of matters of law, are accurate statements or summaries of the matters set forth therein. (ii) The statements in the Registration Statement and Prospectus under the caption "Business - Patents and Proprietary Rights," insofar as those statements relate to pending U.S. patent applications of the Company, to licenses for non-invasive blood glucose monitoring systems and a near infrared technique, or to trademark registrations and applications filed by the Company are accurate statements or summaries of the matters set forth therein, and that such counsel is not aware of any facts which would form a basis for a belief that any of the other statements in this section are untrue or misleading. (iii) No facts have come to the attention of such counsel which would form a basis for the belief that (a) the Registration Statement or any amendment thereto or (b) the Prospectus, as amended or supplemented, contain any untrue statement of a material fact with respect to the patent position of the Company or any of its subsidiaries, or omit to state any material fact relating to the patent position of the Company or any of its subsidiaries, which is necessary to make the statements contained therein not misleading. (iv) The Company has obtained assignment documents from the named inventors for each of Eagle Geophysical Onshore, Inc., a Delaware corporationits United States patent applications, and Eagle Geophysical Offshoreto the inventions described and claimed therein and foreign applications filed for such inventions, Inc. (formerly known as Horizon Seismic,and has caused these assignments to be recorded in the United States Patent and Trademark Office.

Conditions of the Underwriters’ Obligations. The obligations of the several Underwriters to purchase and pay for the Firm Securities shall be subject, in the Representatives' sole discretion, subject to the accuracy of the representations and warranties on the part of the parties hereto Company and the Guarantor contained herein as of the date hereof Time of Sale and as of the Firm Closing Date, as if made on and as of the Firm Closing Date, to the accuracy of the statements of the Company and the Selling Securityholders Guarantor made in any certificates delivered to the Underwriters pursuant to the provisions hereof, to the performance by the parties hereto Company and the Guarantor of their respective covenants and agreements obligations hereunder at or prior to the Closing Date and to the following additional conditions: (a) If the Original Registration Statement or any amendment thereto filed prior to the Firm Closing Date has not been declared effective as of the time of execution hereof, the Original Registration Statement or such amendment and, if the Company has elected to rely upon Rule 462(b), the Rule 462(b) Registration Statement shall have been declared effective not later than the earlier of (i) 11:00 A.M., New York time, on the date on which the amendment to the registration statement originally filed with respect to the Securities or to the Registration Statement, as the case may be, containing information regarding the initial public offering price of the Securities has The Canadian Final Prospectus shall have been filed with the Commission Reviewing Authority under the Shelf Procedures and (ii) the time confirmations are sent or given as specified by Rule 462(b)(2), or with respect to the Original Registration Statement, or such later time and date as shall have been consented to by the Representatives; if required, the U.S. Final Prospectus or any Term Sheet that constitutes a part thereof and any amendment or supplement thereto shall have been filed with the Commission in pursuant to General Instruction II.L of Form F-10; the manner final term sheet contemplated by Section 5(b) hereof, and within any other material required to be filed by the time period required by Rules 434 and 424(bCompany or the Guarantor pursuant to Rule 433(d) under the Act, shall have been filed with the Commission within the applicable time periods prescribed for such filings by Rule 433; and no stop order suspending the effectiveness of the Registration Statement or the use of any amendment thereto prospectus relating to the Securities or of any notice objecting to its use shall have been issued, issued and no proceedings for that purpose shall have been instituted or threatened orby the Commission. (b) At the Closing Date, each Underwriter shall have received a signed opinion of Osler, Xxxxxx & Harcourt LLP, Canadian counsel for the Underwriters, dated as of the Closing Date, with respect to such customary matters as the Underwriters may reasonably require. In giving such opinion, such counsel may rely, as to all matters governed by the laws of jurisdictions other than the Province of Ontario and the federal laws of Canada applicable therein, upon the opinions of counsel satisfactory to the Underwriters and as to legal matters pertaining to the Company and the Guarantor upon the opinion of counsel for the Company and the Guarantor. Such counsel may also state that, insofar as such opinion involves factual matters, they have relied, to the knowledge extent they deem proper, upon certificates of officers of the Company or the Representatives, shall be contemplated by Guarantor and upon certificates of public officials. Such counsel may further state that they express no opinion as to the Commission; Communications Statutes and the Company shall have complied with any request of the Commission for additional information (to be included in the Registration Statement or the Prospectus or otherwise)related matters. (bc) The Representatives At the Closing Date, each Underwriter shall have received an opiniona signed opinion and letter of Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP, United States counsel for the Underwriters, dated as of the Firm Closing Date, with respect to such customary matters as the Underwriters may reasonably require. Such counsel may state that, insofar as such opinion involves factual matters, they have relied, to the extent they deem proper, upon certificates of Gardere Wynnx Xxxxxx officers of the Company or the Guarantor and upon certificates of public officials. Such counsel may further state that they express no opinion as to the Communications Statutes and related matters. (d) At the Closing Date, each Underwriter shall have received a signed opinion and letter of Davies Xxxx Xxxxxxxx & XiggxXxxxxxxx LLP, X.L.P.Canadian counsel for the Company and the Guarantor, dated as of the Closing Date, in a form and with respect to such customary matters as may be reasonably satisfactory to the Underwriters. In giving such opinion, such counsel may rely, as to all matters governed by the laws of jurisdictions other than the Province of Ontario and the federal laws of Canada applicable therein, upon the opinions of counsel satisfactory to the Underwriters. Such counsel may also state that, insofar as such opinion involves factual matters, they have relied, to the extent they deem proper, upon certificates of officers of the Company or the Guarantor and upon certificates of public officials. Such counsel may further state that they express no opinion as to the Communications Statutes and related matters. (e) At the Closing Date, each Underwriter shall have received a signed opinion and letter of Cravath, Swaine & Xxxxx LLP, United States counsel for the Company and the Guarantor, dated as of the Closing Date, in a form and with respect to such customary matters as may be reasonably satisfactory to the Underwriters. Such counsel may state that, insofar as such opinion involves factual matters, they have relied, to the extent they deem proper, upon certificates of officers of the Company or the Guarantor and upon certificates of public officials. Such counsel may further state that they express no opinion as to the Communications Statutes and related matters. (f) At the Closing Date, the Underwriters shall have received a certificate from Xxxxx X. Xxxx, Senior Vice President, Regulatory, dated as of the Closing Date, in form and substance satisfactory to the Underwriters and counsel for the Underwriters, to the effect set forth in Annex A hereto. In delivering such certificate, such officer may rely, to the extent he deems appropriate in the circumstances, upon certificates of officers of the Company or the Guarantor and upon certificates of public officials. (g) At the Closing Date, the Underwriters shall have received a certificate of any two Vice Presidents of the Company and any Vice President of the Guarantor, in each case dated as of the Closing Date, to the effect that the signers of such certificate have examined the Registration Statement, the Disclosure Package, the Canadian Final Prospectus, the U.S. Final Prospectus and any supplements or amendments thereto, as well as each electronic road show used in connection with the offering of the Securities, the Securities, the Guarantees, the Indenture and this Agreement and that, to the best of such signer’s knowledge after due investigation and not in a personal capacity: (1) the Disclosure Package, as of the Time of Sale, did not contain an untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, (2) there has not been, since the dates as of which information is given in the Disclosure Package, the Canadian Final Prospectus and the U.S. Final Prospectus, a Material Adverse Change, (3) the Company or the Guarantor, as applicable, has in all material respects complied with all agreements and satisfied all conditions to be performed or satisfied by it under this Agreement at or prior to the Closing Date and (4) the other representations and warranties of the Company or the Guarantor, as applicable, set forth in Section 1(a) hereof are true and correct as though expressly made at and as of the Closing Date. (h) At the Time of Sale and at the Closing Date, the Underwriters shall have received from KPMG LLP a letter, in form and substance reasonably satisfactory to the Underwriters, containing statements and information of the type ordinarily included in accountant’s “comfort letters” to underwriters with respect to the financial statements and certain financial information contained in the Disclosure Package, and, with respect to the letter delivered on the Closing Date, the Canadian Final Prospectus and the U.S. Final Prospectus. (i) Subsequent to the Time of Sale and prior to the Closing Date, there shall not have been any downgrading, nor any notice given of any intended or potential downgrading or of a possible change that does not indicate the direction of the possible change, in the rating accorded any of the Company’s long term debt, including the Securities, by Standard and Poor’s Ratings Group, a division of The XxXxxx-Xxxx Companies, Inc., Xxxxx’x Investors Service, Inc., Fitch IBCA or, in each case, any successor to the rating agency business thereof. (j) At the Closing Date, counsel for the CompanyUnderwriters shall have been furnished with all such documents, Seitel certificates and EHIopinions as they may reasonably request for the purpose of enabling them to pass upon the issuance and sale of the Securities as contemplated in this Agreement and the matters referred to in Section 7(b) and Section 7(c) and in order to evidence the accuracy and completeness of any of the representations, warranties or statements of the Company or the Guarantor, the performance of any of the agreements of the Company or the Guarantor, or the fulfillment of any of the conditions herein contained. (k) Prior to the effect that: (i) Closing Date, the Securities shall be eligible for clearance and settlement through DTC. If any of the conditions specified in this Section 7 shall not have been fulfilled when and as required by this Agreement, this Agreement may be terminated by the Underwriters on notice to the Company and each of Eagle Geophysical Onshore, Inc., a Delaware corporationat any time at or prior to the Closing Date, and Eagle Geophysical Offshoresuch termination shall be without liability of any party to any other party except as provided in Section 6 hereof. Notwithstanding any such termination, Inc. (formerly known as Horizon Seismic,the provisions of Sections 1, 6, 8, 9 and 10 hereof shall remain in effect.

Conditions of the Underwriters’ Obligations. The obligations of the several Underwriters to purchase and pay for the Firm Securities shall be subject, in the Representatives' sole discretion, to the accuracy in of the representations and warranties of the parties hereto Company contained herein as of the date hereof and as of the Firm Closing Date, as if made on and as of the Firm Closing Date, to the accuracy of the statements of the Company and the Selling Securityholders Company's officers made pursuant to the provisions hereof, to the performance by the parties hereto Company of their respective its covenants and agreements hereunder and to the following additional conditions: (a) If the Original Registration Statement or any amendment thereto filed prior to the Firm Closing Date has not been declared effective as of the time of execution hereof, the Original Registration Statement or such amendment and, if the Company has elected to rely upon Rule 462(b), the Rule 462(b) Registration Statement shall have been declared effective not later than the earlier of (iA) 11:00 A.M., New York time, on the date on which the amendment to the registration statement originally filed with respect to the Securities or to the Registration Statement, as the case may be, containing information regarding the initial public offering price of the Securities has been filed with the Commission and (iiB) the time confirmations are sent or given as specified by Rule 462(b)(2), or with respect to the Original Registration Statement, or such later time and date as shall have been consented to by the Representatives; if . If required, the Prospectus or any Term Sheet that constitutes a part thereof and any amendment or supplement thereto shall have been filed with the Commission in the manner and within the time period required by Rules 434 and 424(b) under the Act; no . No stop order suspending the effectiveness of the Registration Statement or any amendment thereto shall have been issued, and no proceedings for that purpose shall have been instituted or threatened or, to the knowledge of the Company or the Representatives, shall be contemplated by the Commission; and the Company shall have complied with any outstanding request of the Commission for additional information (to be included in the Registration Statement or the Prospectus or otherwise). (b) The Representatives shall have received an opinion, dated the Firm Closing Date, of Gardere Wynnx Xxxxxx Winsxxxx Xxxhxxxx & Xiggx, X.L.P.Xinixx X.X., counsel for the Company, Seitel and EHI, to the effect that: (i) the Company, each of its subsidiaries listed in Exhibit 21 to the Registration Statement (for purposes of this Section 7(b), the "Subsidiaries") and the Manager have been duly organized and are validly existing as trusts, corporations, or limited partnerships as the case may be, in good standing (except as to the Company, where such good standing opinion is not applicable) under the laws of their respective jurisdictions of formation or incorporation, as the case may be, and are duly qualified to transact business as foreign trusts, corporations or limited partnerships, as the case may be, and are in good standing under the laws of all other jurisdictions where the ownership or leasing of their respective properties or the conduct of their respective businesses requires such qualification, except where the failure to be so qualified will not have a material adverse effect on the Company or the Subsidiaries, taken as a whole, or to the Manager; (ii) the Company, each of the Subsidiaries and the Manager have trust, partnership or corporate power to own or lease their respective properties and conduct their respective businesses as described in the Registration Statement and the Prospectus, and the Company and the Manager have power to enter into this Agreement, the Management Agreement and the Purchase Agreement and to carry out all the terms and provisions hereof and thereof to be carried out by it; (iii) the issued shares of capital stock of each of Eagle Geophysical Onshorethe Subsidiaries have been duly authorized and validly issued, Inc.are fully paid and nonassessable and, a Delaware corporationexcept as otherwise set forth in the Prospectus, are owned beneficially by the Company free and Eagle Geophysical Offshoreclear of any perfected security interests or, Inc. to the knowledge of such counsel, any other security interests, liens, encumbrances, equities or claims; (formerly known iv) the Company has an authorized, issued and outstanding capitalization as Horizon Seismic,set forth in the Prospectus; all of the issued capital shares of the Company have been duly authorized and validly issued and are fully paid and nonassessable, have been issued in compliance with all applicable federal and state securities laws and were not issued in violation of or subject to any preemptive rights or other rights to subscribe for or purchase securities; the Firm Securities have been duly authorized by all necessary corporate action of the Company and, when issued and delivered to and paid for by the Underwriters pursuant to this Agreement, will be validly issued, fully paid and nonassessable; the forms of certificates used to evidence the Securities are in due and proper form and comply with all applicable requirements of the charter and bylaws of the Company and the Texas Real Estate Investment Trust Act; the Securities have been duly included for trading on the Nasdaq National Market; no holders of outstanding capital shares of the Company are entitled as such to any preemptive

Conditions of the Underwriters’ Obligations. The obligations of the several Underwriters to purchase and pay for the Firm Securities shall be subject, in the Representatives' sole discretion, hereunder are subject to the accuracy of the representations and warranties of the parties hereto contained Company herein as of the date hereof and as of the Firm Closing Date, as if made on and as of the Firm Closing Date, to the accuracy of the statements of the Company and the Selling Securityholders made pursuant to the provisions hereofcontained, to the performance by the parties hereto Company of their respective covenants and agreements hereunder its obligations hereunder, and to the following additional further conditions: (a) If At Closing Time no stop order suspending the Original Registration Statement or any amendment thereto filed prior to the Firm Closing Date has not been declared effective as effectiveness of the time of execution hereof, the Original Registration Statement or such amendment and, if the Company has elected to rely upon Rule 462(b), the Rule 462(b) Registration Statement shall have been declared effective not later than issued under the earlier of (i) 11:00 A.M., New York time, on the date on which the amendment to the registration statement originally filed with respect to the Securities 1933 Act or to the Registration Statement, as the case may be, containing information regarding the initial public offering price of the Securities has been filed with the Commission and (ii) the time confirmations are sent proceedings therefor initiated or given as specified by Rule 462(b)(2), or with respect to the Original Registration Statement, or such later time and date as shall have been consented to threatened by the Representatives; if required, Commission. A prospectus containing the Prospectus or any Term Sheet that constitutes a part thereof and any amendment or supplement thereto Rule 430B Information shall have been filed with the Commission in the manner and within the time period required by Rules 434 and Rule 424(b) under without reliance on Rule 424(b)(8) (or a post-effective amendment providing such information shall have been filed and become effective in accordance with the requirements of Rule 430B) and any required filing of each Issuer Free Writing Prospectus pursuant to Rule 433 has been made in the manner and within the time period required by Rule 433(d). (b) At Closing Time the Representatives shall have received the favorable opinion, dated as of Closing Time, of Xxxxxxxx & Worcester LLP, counsel for the Company, in form and substance reasonably satisfactory to counsel for the Underwriters, together with signed or reproduced copies of such letter for each of the other Underwriters. In rendering their opinion, Xxxxxxxx & Worcester LLP may rely upon an opinion, dated as of Closing Time, of Xxxxxxx LLP as to matters governed by Maryland law, provided that such reliance is expressly authorized by such opinion. In addition, in rendering such opinion, such counsel may state that their opinion as to laws of the State of Delaware is limited to the Delaware General Corporation Law, the Delaware Revised Uniform Limited Partnership Act and the Delaware Limited Liability Company Act; no stop order suspending , that their opinions, if any, with respect to subsidiaries organized in jurisdictions other than Massachusetts or Delaware are based on their review of statutes of such jurisdictions comparable to such Delaware statutes, and that their opinion with respect to the effectiveness qualification of the Company and its subsidiaries to do business in jurisdictions other than their respective jurisdictions of organization is based solely upon certificates to such effect issued by an appropriate official of the applicable jurisdictions. (c) At Closing Time the Representatives shall have received the favorable opinion, dated as of Closing Time, of Xxxxxxx LLP, special Maryland counsel for the Company, in form and substance reasonably satisfactory to counsel for the Underwriters, together with signed or reproduced copies of such letter for each of the other Underwriters. (d) The Representatives shall have received at Closing Time an opinion, dated as of Closing Time, of Sidley Austin LLP, counsel for the Underwriters, together with signed or reproduced copies of such letter for each of the other Underwriters, in form and substance reasonably satisfactory to the Representatives. In rendering their opinion as aforesaid, Sidley Austin LLP may rely upon an opinion, dated as of Closing Time, of Xxxxxxx LLP as to matters governed by Maryland law, and the opinion of Xxxxxxxx & Worcester LLP referred to above as to matters governed by Massachusetts law. In addition, in rendering such opinion, such counsel may state that its opinion as to laws of the State of Delaware is limited to the Delaware General Corporation Law. (e) At Closing Time (i) the Registration Statement and the Prospectus shall contain all statements which are required to be stated therein in accordance with the 1933 Act and the 1933 Act Regulations and in all material respects shall conform to the requirements of the 1933 Act and the 1933 Act Regulations, and neither the Registration Statement nor the Prospectus shall contain any untrue statement of a material fact or omit to state any amendment thereto shall have been issuedmaterial fact required to be stated therein or necessary to make the statements therein not misleading, and no action, suit or proceeding at law or in equity shall be pending or to the knowledge of the Company threatened against the Company which would be required to be set forth in the Prospectus other than as set forth therein, (ii) there shall not have been, since the respective dates as of which information is given in the Registration Statement, the Prospectus, or the General Disclosure Package, any material adverse change in the condition, financial or otherwise, of the Company and its subsidiaries, taken as a whole, or in their earnings, business affairs or business prospects, whether or not arising in the ordinary course of business from that set forth in the Registration Statement, the Prospectus or the General Disclosure Package and (iii) no proceedings for that purpose shall have been instituted or threatened be pending or, to the knowledge of the Company, threatened against the Company before or by any federal, state or other commission, board or administrative agency wherein an unfavorable decision, ruling or finding would materially and adversely affect the Representativesbusiness, shall be contemplated by property, financial condition or income of the CommissionCompany other than as set forth in the General Disclosure Package and the Prospectus; and the Company Representatives shall have complied with any request received, at Closing Time, a certificate of the Commission for additional President and Managing Trustee and the Treasurer and Chief Financial Officer of the Company, dated as of Closing Time, evidencing compliance with the provisions of this subsection (e) and stating that the representations and warranties set forth in Section 1(a) hereof are accurate as though expressly made at and as of Closing Time. (f) At Closing Time, there shall not have been, since the respective dates as of which information (to be included is given in the Registration Statement and the Prospectus, or since the Prospectus respective dates as of which information is given in the General Disclosure Package, any material adverse change in the business, operations, earnings, prospects, properties or condition (financial or otherwise) of the Manager, whether or not arising in the ordinary course of business; and the Representatives shall have received, at Closing Time, a certificate of the President or any Vice President of the Manager evidencing compliance with this subsection (f). (bg) The Concurrently with the execution and delivery of this Agreement, and at Closing Time prior to payment and delivery of the Initial Shares, Ernst & Young LLP shall have furnished to the Representatives a letter, dated the date of its delivery, addressed to the Underwriters and in form and substance satisfactory to the Representatives, confirming that they are an independent registered public accounting firm with respect to the Company as required by the 1933 Act and the 1933 Act Regulations and with respect to the financial and other statistical and numerical information contained in the Registration Statement and the Prospectus or incorporated by reference therein. Each such letter shall contain information of the type customarily included in accountants’ comfort letters to underwriters as of a specified date not more than three days prior to the date of such letter. (h) At the date hereof, the Representatives shall have received an opinionagreement substantially in the form of Exhibit A hereto signed by the persons listed on Schedule C hereto. (i) At Closing Time counsel for the Underwriters shall have been furnished with such documents and opinions as they may reasonably require for the purpose of enabling them to pass upon the issuance and sale of the Shares as herein contemplated and related proceedings, or in order to evidence the accuracy of any of the representations or warranties, or the fulfillment of any of the conditions, herein contained; and all proceedings taken by the Company in connection with the issuance and sale of the Shares as herein contemplated shall be reasonably satisfactory in form and substance to the Representatives and counsel for the Underwriters. (j) In the event the Underwriters exercise their option provided in Section 2(b) hereof to purchase all or any portion of the Option Shares, the representations and warranties of the Company contained herein and the statements in any certificates furnished by the Company hereunder shall be true and correct as of the Date of Delivery and at the Date of Delivery the Underwriters shall have received: (i) A certificate of the President and Managing Trustee and the Treasurer and Chief Financial Officer of the Company, dated the Firm such Date of Delivery, confirming that their certificate delivered at Closing Date, Time pursuant to Section 5(e) hereof remains true and correct as of Gardere Wynnx Xxxxxx such Date of Delivery. (ii) The favorable opinion of Xxxxxxxx & Xiggx, X.L.P.Worcester LLP, counsel for the Company, Seitel in form and EHIsubstance reasonably satisfactory to counsel for the Underwriters, dated such Date of Delivery, relating to the Option Shares to be purchased on such Date of Delivery and otherwise to the same effect that:as the opinion required by Section 5(b) hereof. (iiii) The favorable opinion of Xxxxxxx LLP, special Maryland counsel for the Company, in form and substance reasonably satisfactory to counsel for the Underwriters, dated such Date of Delivery, relating to the Option Shares to be purchased on such Date of Delivery and otherwise to the same effect as the opinion required by Section 5(c) hereof. (iv) The favorable opinion of Sidley Austin LLP, counsel for the Underwriters, dated such Date of Delivery, relating to the Option Shares to be purchased on such Date of Delivery and otherwise to the same effect as the opinion required by Section 5(d) hereof. (v) A certificate of the President of the Manager confirming that his certificate delivered at Closing Time pursuant to Section 5(f) hereof remains true as of such Date of Delivery. (vi) A letter from Ernst & Young LLP, in form and substance satisfactory to the Representatives, dated such Date of Delivery, substantially the same in scope and substance as the letter furnished to the Underwriters pursuant to Section 5(g) hereof, except that the “specified date” in each letter furnished pursuant to this paragraph shall be a date not more than three days prior to such Date of Delivery. If any condition specified in this Section 5 shall not have been fulfilled when and as required to be fulfilled, this Agreement, or in the case of any condition to the purchase of Option Shares on a Date of Delivery that is after the Closing Time, the obligations of the Underwriters to purchase the relevant Option Shares, may be terminated by the Representatives by notice to the Company and each at any time at or prior to Closing Time, or such Date of Eagle Geophysical OnshoreDelivery, Inc., a Delaware corporationas the case may be, and Eagle Geophysical Offshore, Inc. (formerly known such termination shall be without liability of any party to any other party except as Horizon Seismic,provided in Section 4 hereof.

Conditions of the Underwriters’ Obligations. The obligations of the several Underwriters to purchase and pay for the Firm Securities shall be subject, in the Representatives' sole discretion, hereunder are subject to the accuracy of the representations and warranties of the parties hereto contained Company herein as of the date hereof and as of the Firm Closing Date, as if made on and as of the Firm Closing Date, to the accuracy of the statements of the Company and the Selling Securityholders made pursuant to the provisions hereofcontained, to the performance by the parties hereto Company of their respective covenants and agreements hereunder its obligations hereunder, and to the following additional further conditions: (a) If At Closing Time and at each Date of Delivery, in the Original Registration Statement or any amendment thereto filed prior to the Firm Closing Date has not been declared effective as case of the time purchase of execution hereofOption Shares on a Date of Delivery that is after the Closing Date, no stop order suspending the Original Registration Statement or such amendment and, if effectiveness of the Company has elected to rely upon Rule 462(b), the Rule 462(b) Registration Statement shall have been declared effective not later than issued under the earlier of (i) 11:00 A.M., New York time, on the date on which the amendment to the registration statement originally filed with respect to the Securities 1933 Act or to the Registration Statement, as the case may be, containing information regarding the initial public offering price of the Securities has been filed with the Commission and (ii) the time confirmations are sent proceedings therefor initiated or given as specified by Rule 462(b)(2), or with respect to the Original Registration Statement, or such later time and date as shall have been consented to threatened by the Representatives; if required, Commission. A prospectus containing the Prospectus or any Term Sheet that constitutes a part thereof and any amendment or supplement thereto Rule 430B Information shall have been filed with the Commission in the manner and within the time period required by Rules 434 and Rule 424(b) under without reliance on Rule 424(b)(8) (or a post-effective amendment providing such information shall have been filed and become effective in accordance with the requirements of Rule 430B) and any required filing of each Issuer Free Writing Prospectus pursuant to Rule 433 has been made in the manner and within the time period required by Rule 433(d). (b) At Closing Time the Representatives shall have received the favorable opinion, dated as of Closing Time, of Xxxxxxxx & Worcester LLP, counsel for the Company, in form and substance reasonably satisfactory to counsel for the Underwriters, together with signed or reproduced copies of such letter for each of the other Underwriters. In rendering their opinion, Xxxxxxxx & Worcester LLP may rely upon an opinion, dated as of Closing Time, of Xxxxxxx LLP as to matters governed by Maryland law, provided that such reliance is expressly authorized by such opinion. In addition, in rendering such opinion, such counsel may state that their opinion as to laws of the State of Delaware is limited to the Delaware General Corporation Law, the Delaware Revised Uniform Limited Partnership Act and the Delaware Limited Liability Company Act; no stop order suspending , that their opinions, if any, with respect to subsidiaries organized in jurisdictions other than Massachusetts or Delaware are based on their review of statutes of such jurisdictions comparable to such Delaware statutes, and that their opinion with respect to the effectiveness qualification of the Company and its subsidiaries to do business in jurisdictions other than their respective jurisdictions of organization is based solely upon certificates to such effect issued by an appropriate official of the applicable jurisdictions. (c) At Closing Time the Representatives shall have received the favorable opinion, dated as of Closing Time, of Xxxxxxx LLP, special Maryland counsel for the Company, in form and substance reasonably satisfactory to counsel for the Underwriters, together with signed or reproduced copies of such letter for each of the other Underwriters. (d) The Representatives shall have received at Closing Time an opinion, dated as of Closing Time, of Sidley Austin LLP, counsel for the Underwriters, together with signed or reproduced copies of such letter for each of the other Underwriters, in form and substance reasonably satisfactory to the Representatives. In rendering their opinion as aforesaid, Sidley Austin LLP may rely upon an opinion, dated as of Closing Time, of Xxxxxxx LLP as to matters governed by Maryland law, and the opinion of Xxxxxxxx & Worcester LLP referred to above as to matters governed by Massachusetts law. In addition, in rendering such opinion, such counsel may state that its opinion as to laws of the State of Delaware is limited to the Delaware General Corporation Law. (e) At Closing Time (i) the Registration Statement and the Prospectus shall contain all statements which are required to be stated therein in accordance with the 1933 Act and the 1933 Act Regulations and in all material respects shall conform to the requirements of the 1933 Act and the 1933 Act Regulations, and neither the Registration Statement nor the Prospectus shall contain any untrue statement of a material fact or omit to state any amendment thereto shall have been issuedmaterial fact required to be stated therein or necessary to make the statements therein not misleading, and no action, suit or proceeding at law or in equity shall be pending or to the knowledge of the Company threatened against the Company which would be required to be set forth in the Prospectus other than as set forth therein, (ii) there shall not have occurred, since the respective dates as of which information is given in the Registration Statement, the Prospectus, or the General Disclosure Package, any Material Adverse Effect and (iii) no proceedings for that purpose shall have been instituted or threatened be pending or, to the knowledge of the Company, threatened against the Company before or by any federal, state or other commission, board or administrative agency wherein an unfavorable decision, ruling or finding would materially and adversely affect the business, property, financial condition or income of the Company other than as set forth in the General Disclosure Package and the Prospectus; and the Representatives shall have received, at Closing Time, a certificate of the President and Managing Trustee and the Treasurer and Chief Financial Officer of the Company, dated as of Closing Time, evidencing compliance with the provisions of this subsection (e) and stating that the representations and warranties set forth in Section 1(a) hereof are accurate as though expressly made at and as of Closing Time. (f) [Reserved] (g) Concurrently with the execution and delivery of this Agreement, and at Closing Time prior to payment and delivery of the Initial Shares, Ernst & Young LLP shall have furnished to the Representatives a letter, dated the date of its delivery, addressed to the Underwriters and in form and substance satisfactory to the Representatives, shall be contemplated confirming that they are an independent registered public accounting firm with respect to the Company as required by the Commission; 1933 Act and the Company shall have complied 1933 Act Regulations and with any request of respect to the Commission for additional financial and other statistical and numerical information (to be included contained in the Registration Statement or and the Prospectus or otherwise)incorporated by reference therein. Each such letter shall contain information of the type customarily included in accountants’ comfort letters to underwriters as of a specified date not more than three days prior to the date of such letter. (bh) The At the date hereof, the Representatives shall have received an opinionagreement substantially in the form of Exhibit A hereto signed by the persons listed on Schedule C hereto. (i) At Closing Time, the Representatives shall have received a certificate of the chief financial officer of the Company, dated as of the Firm Closing DateTime, substantially in the form of Gardere Wynnx Xxxxxx Exhibit B hereto, together with signed or reproduced copies of such certificate for each of the other Underwriters. (j) At Closing Time counsel for the Underwriters shall have been furnished with such documents and opinions as they may reasonably require for the purpose of enabling them to pass upon the issuance and sale of the Shares as herein contemplated and related proceedings, or in order to evidence the accuracy of any of the representations or warranties, or the fulfillment of any of the conditions, herein contained; and all proceedings taken by the Company in connection with the issuance and sale of the Shares as herein contemplated shall be reasonably satisfactory in form and substance to the Representatives and counsel for the Underwriters. (k) In the event the Underwriters exercise their option provided in Section 2(b) hereof to purchase all or any portion of the Option Shares, the representations and warranties of the Company contained herein and the statements in any certificates furnished by the Company hereunder shall be true and correct as of the Date of Delivery and at the Date of Delivery the Underwriters shall have received: (i) A certificate of the President and Managing Trustee and the Treasurer and Chief Financial Officer of the Company, dated such Date of Delivery, confirming that their certificate delivered at Closing Time pursuant to Section 5(e) hereof remains true and correct as of such Date of Delivery. (ii) The favorable opinion of Xxxxxxxx & Xiggx, X.L.P.Worcester LLP, counsel for the Company, Seitel in form and EHIsubstance reasonably satisfactory to counsel for the Underwriters, dated such Date of Delivery, relating to the Option Shares to be purchased on such Date of Delivery and otherwise to the same effect that:as the opinion required by Section 5(b) hereof. (iiii) The favorable opinion of Xxxxxxx LLP, special Maryland counsel for the Company, in form and substance reasonably satisfactory to counsel for the Underwriters, dated such Date of Delivery, relating to the Option Shares to be purchased on such Date of Delivery and otherwise to the same effect as the opinion required by Section 5(c) hereof. (iv) The favorable opinion of Sidley Austin LLP, counsel for the Underwriters, dated such Date of Delivery, relating to the Option Shares to be purchased on such Date of Delivery and otherwise to the same effect as the opinion required by Section 5(d) hereof. (v) A letter from Ernst & Young LLP, in form and substance satisfactory to the Representatives, dated such Date of Delivery, substantially the same in scope and substance as the letter furnished to the Underwriters pursuant to Section 5(g) hereof, except that the “specified date” in each letter furnished pursuant to this paragraph shall be a date not more than three days prior to such Date of Delivery. (vi) At each Date of Delivery, counsel for the Underwriters shall have been furnished with such documents and opinions as it may reasonably require for the purpose of enabling it to pass upon the issuance and sale of the Option Shares as herein contemplated and related proceedings, or in order to evidence the accuracy of any of the representations or warranties, or the fulfillment of any of the conditions, herein contained; and all proceedings taken by the Company in connection with the issuance and each sale of Eagle Geophysical Onshorethe Option Shares as herein contemplated shall be reasonably satisfactory in form and substance to the Representatives and counsel for the Underwriters. If any condition specified in this Section 5 shall not have been fulfilled when and as required to be fulfilled, Inc.this Agreement, or in the case of any condition to the purchase of Option Shares on a Delaware corporationDate of Delivery that is after the Closing Time, the obligations of the Underwriters to purchase the relevant Option Shares, may be terminated by the Representatives by notice to the Company at any time at or prior to Closing Time, or such Date of Delivery, as the case may be, and Eagle Geophysical Offshore, Inc. (formerly known such termination shall be without liability of any party to any other party except as Horizon Seismic,provided in Section 4 hereof.

Conditions of the Underwriters’ Obligations. The obligations of the several Underwriters to purchase and pay for the Firm Securities shall be subject, in the Representatives' sole discretion, hereunder are subject to the accuracy of the representations and warranties of the parties hereto contained Company herein as of the date hereof and as of the Firm Closing Date, as if made on and as of the Firm Closing Date, to the accuracy of the statements of the Company and the Selling Securityholders made pursuant to the provisions hereofcontained, to the performance by the parties hereto Company of their respective covenants and agreements hereunder its obligations hereunder, and to the following additional further conditions: (a) If At Closing Time no stop order suspending the Original Registration Statement or any amendment thereto filed prior to the Firm Closing Date has not been declared effective as effectiveness of the time of execution hereof, the Original Registration Statement or such amendment and, if the Company has elected to rely upon Rule 462(b), the Rule 462(b) Registration Statement shall have been declared effective not later than issued under the earlier of (i) 11:00 A.M., New York time, on the date on which the amendment to the registration statement originally filed with respect to the Securities 1933 Act or to the Registration Statement, as the case may be, containing information regarding the initial public offering price of the Securities has been filed with the Commission and (ii) the time confirmations are sent proceedings therefor initiated or given as specified by Rule 462(b)(2), or with respect to the Original Registration Statement, or such later time and date as shall have been consented to threatened by the Representatives; if required, Commission. A prospectus containing the Prospectus or any Term Sheet that constitutes a part thereof and any amendment or supplement thereto Rule 430B Information shall have been filed with the Commission in the manner and within the time period required by Rules 434 and Rule 424(b) under without reliance on Rule 424(b)(8) (or a post-effective amendment providing such information shall have been filed and become effective in accordance with the requirements of Rule 430B) and any required filing of each Issuer Free Writing Prospectus pursuant to Rule 433 has been made in the manner and within the time period required by Rule 433(d). (b) At Closing Time the Representatives shall have received the favorable opinion, dated as of Closing Time, of Xxxxxxxx & Worcester LLP, counsel for the Company, in form and substance reasonably satisfactory to counsel for the Underwriters, together with signed or reproduced copies of such letter for each of the other Underwriters. In rendering their opinion, Xxxxxxxx & Worcester LLP may rely upon an opinion, dated as of Closing Time, of Xxxxxxx LLP as to matters governed by Maryland law, provided that such reliance is expressly authorized by such opinion. In addition, in rendering such opinion, such counsel may state that their opinion as to laws of the State of Delaware is limited to the Delaware General Corporation Law, the Delaware Revised Uniform Limited Partnership Act and the Delaware Limited Liability Company Act; no stop order suspending , that their opinions, if any, with respect to subsidiaries organized in jurisdictions other than Massachusetts or Delaware are based on their review of statutes of such jurisdictions comparable to such Delaware statutes, and that their opinion with respect to the effectiveness qualification of the Company and its subsidiaries to do business in jurisdictions other than their respective jurisdictions of organization is based solely upon certificates to such effect issued by an appropriate official of the applicable jurisdictions. (c) At Closing Time the Representatives shall have received the favorable opinion, dated as of Closing Time, of Xxxxxxx LLP, special Maryland counsel for the Company, in form and substance reasonably satisfactory to counsel for the Underwriters, together with signed or reproduced copies of such letter for each of the other Underwriters. (d) The Representatives shall have received at Closing Time an opinion, dated as of Closing Time, of Sidley Austin LLP, counsel for the Underwriters, together with signed or reproduced copies of such letter for each of the other Underwriters, in form and substance reasonably satisfactory to the Representatives. In rendering their opinion as aforesaid, Sidley Austin LLP may rely upon an opinion, dated as of Closing Time, of Xxxxxxx LLP as to matters governed by Maryland law, and the opinion of Xxxxxxxx & Worcester LLP referred to above as to matters governed by Massachusetts law. In addition, in rendering such opinion, such counsel may state that its opinion as to laws of the State of Delaware is limited to the Delaware General Corporation Law. (e) At Closing Time (i) the Registration Statement and the Prospectus shall contain all statements which are required to be stated therein in accordance with the 1933 Act and the 1933 Act Regulations and in all material respects shall conform to the requirements of the 1933 Act and the 1933 Act Regulations, and neither the Registration Statement nor the Prospectus shall contain any untrue statement of a material fact or omit to state any amendment thereto shall have been issuedmaterial fact required to be stated therein or necessary to make the statements therein not misleading, and no action, suit or proceeding at law or in equity shall be pending or to the knowledge of the Company threatened against the Company which would be required to be set forth in the Prospectus other than as set forth therein, (ii) there shall not have been, since the respective dates as of which information is given in the Registration Statement, the Prospectus or the General Disclosure Package, any material adverse change in the condition, financial or otherwise, of the Company and its subsidiaries, taken as a whole, or in their earnings, business affairs or business prospects, whether or not arising in the ordinary course of business from that set forth in the Registration Statement, the Prospectus or the General Disclosure Package and (iii) no proceedings for that purpose shall have been instituted or threatened be pending or, to the knowledge of the Company, threatened against the Company before or by any federal, state or other commission, board or administrative agency wherein an unfavorable decision, ruling or finding would materially and adversely affect the Representativesbusiness, shall be contemplated by property, financial condition or income of the CommissionCompany other than as set forth in the General Disclosure Package and the Prospectus; and the Company Representatives shall have complied with any request received, at Closing Time, a certificate of the Commission for additional President and Chief Investment Officer and the Chief Financial Officer of the Company, dated as of Closing Time, evidencing compliance with the provisions of this subsection (e) and stating that the representations and warranties set forth in Section 1(a) hereof are accurate as though expressly made at and as of Closing Time. (f) At Closing Time, there shall not have been, since the respective dates as of which information (to be included is given in the Registration Statement and the Prospectus, or since the Prospectus respective dates as of which information is given in the General Disclosure Package, any material adverse change in the business, operations, earnings, prospects, properties or condition (financial or otherwise) of the Manager, whether or not arising in the ordinary course of business; and the Representatives shall have received, at Closing Time, a certificate of the President or a Vice President of the Manager evidencing compliance with this subsection (f). (bg) The Representatives Concurrently with the execution and delivery of this Agreement, and at Closing Time prior to payment and delivery of the Initial Securities, Ernst & Young LLP shall have received an opinionfurnished to the Representatives a letter, dated the Firm Closing Datedate of its delivery, addressed to the Underwriters and in form and substance satisfactory to the Representatives, confirming that they are an independent registered public accounting firm with respect to the Company as required by the 1933 Act and the 1933 Act Regulations and with respect to the financial and other statistical and numerical information contained in the Registration Statement and the Prospectus or incorporated by reference therein. Each such letter shall contain information of the type customarily included in accountants’ comfort letters to underwriters as of a specified date not more than three days prior to the date of such letter. (h) In the event that the Underwriters exercise their option provided in Section 2(b) hereof to purchase all or any portion of the Option Securities, the representations and warranties of the Company contained herein and the statements in any certificates furnished by the Company shall be true and correct as of the Date of Delivery and, at the Date of Delivery, the Underwriters shall have received: (i) A certificate, dated such Date of Delivery, of Gardere Wynnx Xxxxxx the President and Chief Operating Officer and the Chief Financial Officer of the Company, confirming that the certificate delivered at the Closing Time pursuant to Section 5(e) hereof remains true and correct as of such Date of Delivery. (ii) A certificate, dated such Date of Delivery, of the President of the Manager, confirming that the certificate delivered at the Closing Time pursuant to Section 5(f) hereof remains true and correct as of such Date of Delivery. (iii) The favorable opinion of Xxxxxxxx & Xiggx, X.L.P.Worcester LLP, counsel for the Company, Seitel and EHIdated such Date of Delivery, relating to the Option Securities to be purchased on such Date of Delivery and otherwise to the same effect that:as the opinion required by Section 5(b). (iv) The favorable opinion of Xxxxxxx LLP, special Maryland counsel for the Company, dated such Date of Delivery, relating to the Option Securities to be purchased on such Date of Delivery and otherwise to the same effect as the opinion required by Section 5(c) hereof. (v) The favorable opinion of Sidley Austin LLP, counsel for the Underwriters, dated such Date of Delivery, relating to the Option Securities to be purchased on such Date of Delivery and otherwise to the same effect as the opinion required by Section 5(d). (vi) A letter from Ernst & Young LLP, dated such Date of Delivery, substantially in the same form and substance as the letter furnished to the Representatives at Closing Time pursuant to Section 5(g) hereof, except that the “specified date” in each letter furnished pursuant to this paragraph shall be a date not more than three days prior to such Date of Delivery. (i) At Closing Time and at the Date of Delivery, counsel for the Underwriters shall have been furnished with such documents and opinions as they may reasonably require for the purpose of enabling them to pass upon the issuance and sale of the Notes as herein contemplated and related proceedings, or in order to evidence the accuracy of any of the representations or warranties, or the fulfillment of any of the conditions, herein contained; and all proceedings taken by the Company in connection with the issuance and each sale of Eagle Geophysical Onshorethe Notes as herein contemplated shall be reasonably satisfactory in form and substance to the Representatives and counsel for the Underwriters. (j) Subsequent to the execution and delivery of this Agreement and prior to Closing Time and Date of Delivery, Inc.there shall not have occurred any downgrading, nor shall any notice have been given of (i) any intended or potential downgrading or (ii) any review or possible change that indicates anything other than a Delaware corporationstable outlook, in the rating accorded any securities of or guaranteed by the Company by any “nationally recognized statistical rating organization,” as such term is defined for purposes of Rule 436(g)(2) under the 1933 Act; and the Notes shall be rated BBB by Standard and Poor’s Ratings Services and Baa2 by Xxxxx’x Investors Service, Inc. If any condition specified in this Section 5 shall not have been fulfilled when and as required to be fulfilled, this Agreement, or in the case of any condition to the purchase of Option Securities on the Date of Delivery that is after the Closing Time, the obligations of the Underwriters to purchase the relevant Option Securities, may be terminated by the Representatives by notice to the Company at any time at or prior to Closing Time or such Date of Delivery, as the case may be, and Eagle Geophysical Offshore, Inc. (formerly known such termination shall be without liability of any party to any other party except as Horizon Seismic,provided in Section 4 hereof.

Conditions of the Underwriters’ Obligations. The obligations of the several Underwriters hereunder to purchase and pay for the Firm Securities Shares to be delivered at each Time of Delivery shall be subject, in the Representatives' sole their discretion, to the accuracy of the representations and warranties of the parties hereto Company and the Selling Shareholders contained herein as of the date hereof and as of the Firm Closing Date, as if made on and as such Time of the Firm Closing DateDelivery, to the accuracy of the statements of the Company officers and the Selling Securityholders Shareholders made pursuant to the provisions hereof, to the performance by the parties hereto Company of their respective its covenants and agreements hereunder hereunder, and to the following additional conditionsconditions precedent: (a) If the Original Registration Statement or any amendment thereto filed registration statement as amended to date has not become effective prior to the Firm Closing Date has not been declared effective as execution of the time of execution hereofthis Agreement, the Original Registration Statement or such amendment and, if the Company has elected to rely upon Rule 462(b), the Rule 462(b) Registration Statement registration statement shall have been declared effective not later than the earlier of (i) 11:00 A.M.a.m., New York Atlanta time, on the date on which the amendment to the registration statement originally filed with respect to the Securities or to the Registration Statement, as the case may be, containing information regarding the initial public offering price of the Securities has been filed with the Commission and (ii) the time confirmations are sent or given as specified by Rule 462(b)(2), or with respect to the Original Registration Statement, this Agreement or such later date and/or time and date as shall have been consented to by the Representatives; if required, the you in writing. The Prospectus or any Term Sheet that constitutes a part thereof and any amendment or supplement thereto or a Term Sheet shall have been filed with the Commission pursuant to Rule 424(b) or Rule 434, as applicable, within the applicable time period prescribed for such filing and in accordance with Section 5(a) of this Agreement; any 462(b) Registration Statement shall have been filed with the Commission and have become effective; and no stop order suspending the effectiveness of the Registration Statement or any 462(b) Registration Statement, respectively, or any part thereof shall have been issued and no proceedings for that purpose shall have been instituted, threatened or, to the knowledge of the Company and the Representatives, contemplated by the Commission; and all requests for additional information on the part of the Commission shall have been complied with to your reasonable satisfaction. (b) Xxxxx, Day, Xxxxxx & Xxxxx, counsel for the Underwriters, shall have furnished to you such opinion or opinions, dated such Time of Delivery, with respect to the incorporation of the Company, the validity of the Shares being delivered at such Time of Delivery, the Registration Statement, and any 462(b) Registration Statement, the Prospectus, and other related matters as you may reasonably request, and the Company shall have furnished to such counsel such documents as they request for the purpose of enabling them to pass upon such matters. (c) You shall have received an opinion, dated such Time of Delivery, of Xxxxxx, Xxxxx & Bockius, special counsel for the Company in form and substance satisfactory to you and your counsel, to the effect that: (i) The Company is a corporation validly existing and in good standing under the laws of the State of Delaware and has all requisite corporate power and authority to own or lease its properties, to carry on its business as described in the Registration Statement and Prospectus, and to enter into this Agreement and to perform its obligations hereunder. (ii) Each of CompuCom Properties, Inc., The Computer Factory Inc., ClientLink, Inc., and International Micronet Systems, Inc. (the "Active Subsidiaries") is a corporation validly existing and in good standing under the laws of its state of incorporation and has all requisite corporate power and authority to own or lease its properties and to carry on its business as described in the Registration Statement and Prospectus. (iii) The Company has an authorized capitalization as disclosed in the Prospectus. The Shares to be sold by the Selling Shareholders pursuant to this Agreement have been duly authorized and are validly issued, fully paid and nonassessable and conform to the description thereof contained in the Prospectus. No preemptive rights of stockholders relating to the issuance of the Shares by the Company or the sale thereof pursuant to this Agreement exist under the Delaware General Corporation Law, the Company's certificate of incorporation or bylaws, or any agreement known to such counsel. (iv) To such counsel's knowledge, except as disclosed in the Prospectus, there are no outstanding rights, options, warrants or agreements for the purchase from, or sale or issuance by, the Company or any Active Subsidiary of any capital stock or securities convertible into or exchangeable for such capital stock. (v) The certificates evidencing the Shares comply with all applicable requirements of the Delaware General Corporation Law. (vi) To such counsel's knowledge, except as disclosed in the Prospectus, there are no contracts, agreements or understandings between the Company and any person granting such person any rights with respect to the registration of any capital stock of the Company under the Act. Except for the Selling Shareholders, no person has the right to require the Company to include in the Registration Statement securities owned by such person or issuable to such person upon conversion of securities of the Company (other than rights which have been effectively waived). (vii) The issuance of the Shares to the Selling Shareholders upon conversion of the Company's 9% Convertible Subordinated Notes due 2002, the execution and delivery of this Agreement by the Company and the performance by the Company of its obligations hereunder will not conflict with, or (with or without the giving of notice or the passage of time or both) result in a breach or violation of any of the terms or provisions of, or constitute a default under, any material indenture, mortgage, deed of trust, loan agreement, lease or other agreement or instrument known to such counsel to which the Company or any Active Subsidiary is a party or to which any of their respective properties or assets is subject, nor will such action conflict with or violate any provision of the certificate of incorporation or bylaws of the Company, assuming compliance with all applicable state securities or blue sky laws (as to which such counsel need express no opinion) any statute, rule or regulation, or any order, judgment or decree known to such counsel of any court or governmental agency or body having jurisdiction over the Company or any subsidiaries or any of their respective properties or assets. (viii) No consent, approval, authorization, order or declaration of or from, or registration, qualification or filing with, any court or governmental agency or body is required on the part of the Company for the sale of the Shares or the consummation of the transactions contemplated by this Agreement, except the registration of the Shares under the Act, such as may be required under state securities or blue sky laws (as to which such counsel need express no opinion) and such as may be required by the National Association of Securities Dealers, Inc. (as to which such counsel need express no opinion). (ix) To such counsel's knowledge and other than as disclosed in or contemplated by the Prospectus, there is no litigation, arbitration, claim, proceeding (formal or informal) or investigation pending or threatened against the Company or any Active Subsidiary, or to which any of their properties or assets is subject, of a character which is required to be disclosed in the Registration Statement or the Prospectus by the Act and the applicable rules and regulations thereunder. (x) This Agreement has been duly authorized, executed and delivered by the Company. (xi) The Registration Statement, as of its effective date, and the Prospectus, as of its date and as of the Time of Delivery, complied as to form in all material respects with the requirements of the Act and the rules and regulations thereunder, except that we express no opinion as to the financial statements, notes thereto and related statements, schedules and other financial and statistical information included or incorporated by reference therein or any information furnished in writing by the Underwriters specifically for use therein. (xii) Such counsel does not know of any statutes or legal or governmental proceedings required to be described in the Registration Statement or Prospectus, or any contracts or documents of a character required to be described in the Registration Statement or Prospectus or to be filed as exhibits to the Registration Statement, which are not described and filed as required. (xiii) The Registration Statement has become effective under the Act. The Prospectus has been filed with the Commission in the manner and within the time period required by Rules 434 and Rule 424(b) under the Act; ). To such counsel's knowledge, no stop order suspending the effectiveness of the Registration Statement or any amendment thereto shall have has been issued, issued and no proceedings for that purpose shall have been instituted or threatened or, to the knowledge of the Company or the Representatives, shall be are contemplated by the Commission; . (xiv) The Company is not, and the Company shall have complied with any request will not be as a result of the Commission for additional information consummation of the transactions contemplated by the Underwriting Agreement, an "investment company," or a company "controlled" by an "investment company," within the meaning of the Investment Company Act of 1940. Such counsel shall also state that no facts have come to such counsel's attention that would cause such counsel to believe that (i) the Registration Statement, at the time it became effective under the Act and at the Time of Delivery, contained or contains any untrue statement of a material fact or omitted or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading, or (ii) the Prospectus, as of its date and as of the Time of Delivery, contained or contains any untrue statement of a material fact or omitted or omits to state any material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; provided, however, that such counsel need express no view with -------- respect to the financial statements, notes thereto and related statements, schedules and other financial and statistical information included in or incorporated by reference into the Registration Statement or the Prospectus or otherwise). (b) The Representatives shall have received an any information furnished in writing by the Underwriters specifically for use therein. In rendering any such opinion, dated the Firm Closing Datesuch counsel may rely, as to matters of Gardere Wynnx Xxxxxx & Xiggx, X.L.P., counsel for the Company, Seitel and EHIfact, to the effect that: (i) extent such counsel deem proper, on certificates of responsible officers of the Company and each of Eagle Geophysical Onshore, Inc., a Delaware corporation, and Eagle Geophysical Offshore, Inc. (formerly known as Horizon Seismic,public officials.

Conditions of the Underwriters’ Obligations. The obligations of the several Underwriters to purchase and pay for the Firm Securities hereunder shall be subject, in the Representatives' sole discretion, subject to the continuing accuracy of the representations and warranties of the parties hereto contained Company herein as of the date hereof and as of the Firm Closing DateFirst Time of Delivery and the Second Time of Delivery, if any, as if they had been made on and as of the Firm Closing Date, to the accuracy First Time of the statements of the Company Delivery and the Selling Securityholders made pursuant to Second Time of Delivery, as the provisions hereof, to case may be; and the performance by the parties hereto Company on and as of their respective the First Time of Delivery and Second Time of Delivery, if any, of its covenants and agreements obligations hereunder and to the following additional further conditions: (a) If the Original Registration Statement or any amendment thereto filed prior to the Firm Closing Date has not been declared effective as of the time of execution hereof, the Original Registration Statement or such amendment and, if the Company has elected to rely upon Rule 462(b), the Rule 462(b) The Registration Statement shall have been declared become effective not later than the earlier of (i) 11:00 A.M.5:30 P.M., New York time, on the date on which the amendment to the registration statement originally filed with respect to the Securities or to the Registration Statement, as the case may be, containing information regarding the initial public offering price of the Securities has been filed with the Commission and (ii) the time confirmations are sent or given as specified by Rule 462(b)(2)this Agreement, or with respect to the Original Registration Statement, or at such later time and date as shall have been consented to in writing by the RepresentativesUnderwriters; if required, the Prospectus or any Term Sheet that constitutes a part thereof and any amendment or supplement thereto shall have been filed with the Commission in the manner and pursuant to Rule 424(b) within the applicable time period required prescribed for such filing by the Rules 434 and 424(bRegulations and in accordance with Section 4(a) under the Acthereof; no stop order suspending the effectiveness of the Registration Statement or any amendment thereto part thereof shall have been issued, issued and no proceedings proceeding for that purpose shall have been instituted initiated or threatened or, to the knowledge of the Company or the Representatives, shall be contemplated by the Commission; Commission and all requests for additional information on the Company shall have complied with any request part of the Commission for additional information (shall have been complied with to be included in the Registration Statement or the Prospectus or otherwise).Underwriters' reasonable satisfaction; (b) The Representatives Underwriters shall not have received advised the Company that the Prospectus, or any supplement or amendment thereto, contains an untrue statement of fact which, in the Underwriters' reasonable opinion, dated is material, or omits to state a fact which, in the Firm Closing DateUnderwriters' reasonable opinion, is material and is required to be stated therein or is necessary to make the statements, in light of Gardere Wynnx Xxxxxx & Xiggxthe circumstances under which they were made when the Prospectus is delivered, X.L.P., counsel for not misleading. No order suspending the Company, Seitel and EHI, to sale of the effect that: (i) the Company and each of Eagle Geophysical Onshore, Inc., a Delaware corporation, and Eagle Geophysical Offshore, Inc. (formerly known as Horizon Seismic,Securities in any jurisdiction shall

Conditions of the Underwriters’ Obligations. The obligations of the several Underwriters to purchase and pay for the Firm Securities shall be subject, in the Representatives' sole discretion, hereunder are subject to the accuracy of the representations and warranties of the parties hereto contained Company herein as of the date hereof and as of the Firm Closing Date, as if made on and as of the Firm Closing Date, to the accuracy of the statements of the Company and the Selling Securityholders made pursuant to the provisions hereofcontained, to the performance by the parties hereto Company of their respective covenants and agreements hereunder its obligations hereunder, and to the following additional further conditions: (a) If At Closing Time no stop order suspending the Original Registration Statement or any amendment thereto filed prior to the Firm Closing Date has not been declared effective as effectiveness of the time of execution hereof, the Original Registration Statement or such amendment and, if the Company has elected to rely upon Rule 462(b), the Rule 462(b) Registration Statement shall have been declared effective not later than issued under the earlier of (i) 11:00 A.M., New York time, on the date on which the amendment to the registration statement originally filed with respect to the Securities 1933 Act or to the Registration Statement, as the case may be, containing information regarding the initial public offering price of the Securities has been filed with the Commission and (ii) the time confirmations are sent proceedings therefor initiated or given as specified by Rule 462(b)(2), or with respect to the Original Registration Statement, or such later time and date as shall have been consented to threatened by the Representatives; if required, Commission. A prospectus containing the Prospectus or any Term Sheet that constitutes a part thereof and any amendment or supplement thereto Rule 430B Information shall have been filed with the Commission in the manner and within the time period required by Rules 434 and Rule 424(b) under without reliance on Rule 424(b)(8) (or a post-effective amendment providing such information shall have been filed and become effective in accordance with the requirements of Rule 430B) and any required filing of each Issuer Free Writing Prospectus pursuant to Rule 433 has been made in the manner and within the time period required by Rule 433(d). (b) At Closing Time the Representatives shall have received the favorable opinion, dated as of Closing Time, of Xxxxxxxx & Worcester LLP, counsel for the Company, in form and substance reasonably satisfactory to counsel for the Underwriters, together with signed or reproduced copies of such letter for each of the other Underwriters. In rendering their opinion, Xxxxxxxx & Worcester LLP may rely upon an opinion, dated as of Closing Time, of Xxxxxxx LLP as to matters governed by Maryland law, provided that such reliance is expressly authorized by such opinion. In addition, in rendering such opinion, such counsel may state that their opinion as to laws of the State of Delaware is limited to the Delaware General Corporation Law, the Delaware Revised Uniform Limited Partnership Act and the Delaware Limited Liability Company Act; no stop order suspending , that their opinions, if any, with respect to subsidiaries organized in jurisdictions other than Massachusetts or Delaware are based on their review of statutes of such jurisdictions comparable to such Delaware statutes, and that their opinion with respect to the effectiveness qualification of the Company and its subsidiaries to do business in jurisdictions other than their respective jurisdictions of organization is based solely upon certificates to such effect issued by an appropriate official of the applicable jurisdictions. (c) At Closing Time the Representatives shall have received the favorable opinion, dated as of Closing Time, of Xxxxxxx LLP, special Maryland counsel for the Company, in form and substance reasonably satisfactory to counsel for the Underwriters, together with signed or reproduced copies of such letter for each of the other Underwriters. (d) The Representatives shall have received at Closing Time an opinion, dated as of Closing Time, of Sidley Austin LLP, counsel for the Underwriters, together with signed or reproduced copies of such letter for each of the other Underwriters, in form and substance reasonably satisfactory to the Representatives. In rendering their opinion as aforesaid, Sidley Austin LLP may rely upon an opinion, dated as of Closing Time, of Xxxxxxx LLP as to matters governed by Maryland law, and the opinion of Xxxxxxxx & Worcester LLP referred to above as to matters governed by Massachusetts law. In addition, in rendering such opinion, such counsel may state that its opinion as to laws of the State of Delaware is limited to the Delaware General Corporation Law. (e) At Closing Time (i) the Registration Statement and the Prospectus shall contain all statements which are required to be stated therein in accordance with the 1933 Act and the 1933 Act Regulations and in all material respects shall conform to the requirements of the 1933 Act and the 1933 Act Regulations, and neither the Registration Statement nor the Prospectus shall contain any untrue statement of a material fact or omit to state any amendment thereto shall have been issuedmaterial fact required to be stated therein or necessary to make the statements therein not misleading, and no action, suit or proceeding at law or in equity shall be pending or to the knowledge of the Company threatened against the Company which would be required to be set forth in the Prospectus other than as set forth therein, (ii) there shall not have been, since the respective dates as of which information is given in the Registration Statement, the Prospectus, or the General Disclosure Package, any material adverse change in the condition, financial or otherwise, of the Company and its subsidiaries, taken as a whole, or in their earnings, business affairs or business prospects, whether or not arising in the ordinary course of business from that set forth in the Registration Statement, the Prospectus or the General Disclosure Package and (iii) no proceedings for that purpose shall have been instituted or threatened be pending or, to the knowledge of the Company, threatened against the Company before or by any federal, state or other commission, board or administrative agency wherein an unfavorable decision, ruling or finding would materially and adversely affect the Representativesbusiness, shall be contemplated by property, financial condition or income of the CommissionCompany other than as set forth in the General Disclosure Package and the Prospectus; and the Company Representatives shall have complied with any request received, at Closing Time, a certificate of the Commission for additional President and Chief Investment Officer and the Chief Financial Officer of the Company, dated as of Closing Time, evidencing compliance with the provisions of this subsection (e) and stating that the representations and warranties set forth in Section 1(a) hereof are accurate as though expressly made at and as of Closing Time. (f) At Closing Time, there shall not have been, since the respective dates as of which information (to be included is given in the Registration Statement and the Prospectus, or since the Prospectus respective dates as of which information is given in the General Disclosure Package, any material adverse change in the business, operations, earnings, prospects, properties or condition (financial or otherwise) of the Manager, whether or not arising in the ordinary course of business; and the Representatives shall have received, at Closing Time, a certificate of the President or any Vice President of the Manager evidencing compliance with this subsection (f). (bg) The Concurrently with the execution and delivery of this Agreement, and at Closing Time prior to payment and delivery of the Initial Shares, Ernst & Young LLP shall have furnished to the Representatives a letter, dated the date of its delivery, addressed to the Underwriters and in form and substance satisfactory to the Representatives, confirming that they are an independent registered public accounting firm with respect to the Company as required by the 1933 Act and the 1933 Act Regulations and with respect to the financial and other statistical and numerical information contained in the Registration Statement and the Prospectus or incorporated by reference therein. Each such letter shall contain information of the type customarily included in accountants’ comfort letters to underwriters as of a specific date not more than three days prior to the date of such letter. (h) At the date hereof, the Representatives shall have received an opinionagreement substantially in the form of Exhibit A hereto signed by the persons listed on Schedule C hereto. (i) At Closing Time counsel for the Underwriters shall have been furnished with such documents and opinions as they may reasonably require for the purpose of enabling them to pass upon the issuance and sale of the Shares as herein contemplated and related proceedings, or in order to evidence the accuracy of any of the representations or warranties, or the fulfillment of any of the conditions, herein contained; and all proceedings taken by the Company in connection with the issuance and sale of the Shares as herein contemplated shall be reasonably satisfactory in form and substance to the Representatives and counsel for the Underwriters. (j) In the event the Underwriters exercise their option provided in Section 2(b) hereof to purchase all or any portion of the Option Shares, the representations and warranties of the Company contained herein and the statements in any certificates furnished by the Company hereunder shall be true and correct as of the Date of Delivery and at the Date of Delivery the Underwriters shall have received: (i) A certificate of the President and Chief Operating Officer and the Chief Financial Officer of the Company, dated the Firm such Date of Delivery, confirming that their certificate delivered at Closing Date, Time pursuant to Section 5(e) hereof remains true and correct as of Gardere Wynnx Xxxxxx such Date of Delivery. (ii) The favorable opinion of Xxxxxxxx & Xiggx, X.L.P.Worcester LLP, counsel for the Company, Seitel in form and EHIsubstance reasonably satisfactory to counsel for the Underwriters, dated such Date of Delivery, relating to the Option Shares to be purchased on such Date of Delivery and otherwise to the same effect that:as the opinion required by Section 5(b) hereof. (iiii) The favorable opinion of Xxxxxxx LLP, special Maryland counsel for the Company, in form and substance reasonably satisfactory to counsel for the Underwriters, dated such Date of Delivery, relating to the Option Shares to be purchased on such Date of Delivery and otherwise to the same effect as the opinion required by Section 5(c) hereof. (iv) The favorable opinion of Sidley Austin LLP, counsel for the Underwriters, dated such Date of Delivery, relating to the Option Shares to be purchased on such Date of Delivery and otherwise to the same effect as the opinion required by Section 5(d) hereof. (v) A certificate of the President of the Manager confirming that his certificate delivered at Closing Time pursuant to Section 5(f) hereof remains true as of such Date of Delivery. (vi) A letter from Ernst & Young LLP, in form and substance satisfactory to the Representatives, dated such Date of Delivery, substantially the same in scope and substance as the letter furnished to the Underwriters pursuant to Section 5(g) hereof, except that the “specified date” in each letter furnished pursuant to this paragraph shall be a date not more than three days prior to such Date of Delivery. If any condition specified in this Section 5 shall not have been fulfilled when and as required to be fulfilled, this Agreement, or in the case of any condition to the purchase of Option Shares on a Date of Delivery that is after the Closing Time, the obligations of the Underwriters to purchase the relevant Option Shares, may be terminated by the Representatives by notice to the Company and each at any time at or prior to Closing Time, or such Date of Eagle Geophysical OnshoreDelivery, Inc., a Delaware corporationas the case may be, and Eagle Geophysical Offshore, Inc. (formerly known such termination shall be without liability of any party to any other party except as Horizon Seismic,provided in Section 4 hereof.

Conditions of the Underwriters’ Obligations. The obligations of the ------------------------------------------- several Underwriters to purchase and pay for the Firm Securities shall be subject, in the Representatives' sole discretion, to the accuracy of the representations and warranties of the parties hereto Company, the Founding Stockholder and each of the other Selling Securityholders contained herein as of the date hereof and as of the Firm Closing Date, as if made on and as of the Firm Closing Date, to the accuracy of the statements of the Company and the Selling Securityholders Company's officers made pursuant to the provisions hereof, to the performance by the parties hereto Company and each of the Selling Securityholders of their respective covenants and agreements hereunder and to the following additional conditions: (a) If the Original Registration Statement or any amendment thereto filed prior to the Firm Closing Date has not been declared effective as of the time of execution hereof, the Original Registration Statement or such amendment and, if the Company has elected to rely upon Rule 462(b), the Rule 462(b) Registration Statement shall have been declared effective not later than the earlier of (i) 11:00 A.M., New York time, on the date on which the amendment to the registration statement originally filed with respect to the Securities Original Registration Statement or to the Registration Statement, as the case may be, containing information regarding the initial public offering price of the Securities has been filed with the Commission and (ii) the time confirmations are sent or given as specified by Rule 462(b)(2), ) or with respect to the Original Registration Statement, or such later time and date as shall have been consented to by the Representatives; if required, the Prospectus or any Term Sheet that constitutes a part thereof and any amendment or supplement thereto shall have been filed with the Commission in the manner and within the time period required by Rules 434 and 424(b) under the Act; no stop order suspending the effectiveness of the Registration Statement or any amendment thereto shall have been issued, and no proceedings for that purpose shall have been instituted or threatened or, to the knowledge of the Company or the Representatives, shall be contemplated by the Commission; and the Company shall have complied with any request of the Commission for additional information (to be included in the Registration Statement or the Prospectus or otherwise). (b) The Representatives shall have received an opinion, dated the Firm Closing Date, of Gardere Wynnx Xxxxxx & Xiggx, X.L.P.General Counsel Associates LLP, counsel for the Company, Seitel Company and EHIthe Selling Securityholders, to the effect that: (i) the Company has been duly organized and each is validly existing as a corporation in good standing under the laws of Eagle Geophysical Onshoreits jurisdiction of incorporation and is duly qualified to transact business as foreign corporations and is in good standing under the laws of all other jurisdictions where the ownership or leasing of its property or the conduct of its business requires such qualification, Inc.except where the failure, taken as a Delaware corporationwhole, to be so qualified does not amount to a material liability or disability to the Company; (ii) the Company has the corporate power to own or lease its property and conduct its business as described in the Registration Statement and the Prospectus, and Eagle Geophysical Offshorethe Company has the corporate power to enter into this Agreement and to carry out all the terms and provisions hereof to be carried out by it; (iii) the Company has an authorized, Inc. issued and outstanding capitalization as set forth in the Prospectus; all of the issued shares of capital stock of the Company have been duly authorized and validly issued and are fully paid and nonassessable, have been issued in compliance with all applicable federal and state securities laws and were, to such counsel's knowledge, not issued in violation of or subject to any preemptive rights or other rights to subscribe for or purchase securities; the Firm Securities have been duly authorized by all necessary corporate action of the Company and, when issued and delivered to and paid for by the Underwriters pursuant to this Agreement, will be validly issued, fully paid and nonassessable; the Securities have been duly included for trading on the Nasdaq National Market; no holders of outstanding shares of capital stock of the Company are entitled as such to any preemptive or, to such counsel's knowledge, other rights to subscribe for any of the Securities; and, except for the Securities being sold by the Selling Securityholders, no holders of securities of the Company are entitled to have such securities registered under the Registration Statement; (formerly known iv) the statements set forth under the heading "Description of Capital Stock" in the Prospectus, insofar as Horizon Seismicsuch statements purport to summarize certain provisions of the capital stock of the Company, provide a fair summary of such provisions; and the statements set forth under the headings "Business--Litigation," "Management" and "Certain

Conditions of the Underwriters’ Obligations. The obligations of the several Underwriters to purchase and pay for the Firm Securities shall be subject, in the Representatives' sole discretion, hereunder are subject to the accuracy accuracy, when made and on each Delivery Date, of the representations and warranties of the parties hereto Company contained herein as of the date hereof and as of the Firm Closing Date, as if made on and as of the Firm Closing Date, to the accuracy of the statements of the Company and the Selling Securityholders made pursuant to the provisions hereofherein, to the performance by the parties hereto theCompany of their respective covenants and agreements hereunder its obligations hereunder, and to each of the following additional terms and conditions: (a) If For the Original Registration Statement or any amendment thereto filed period from and after effectiveness of this Agreement and prior to the Firm Closing Date has not been declared effective as of the time of execution hereof, the Original Registration Statement or such amendment and, if the Company has elected to rely upon Rule 462(b), the Rule 462(b) Registration Statement shall have been declared effective not later than the earlier of Delivery Date: (i) 11:00 A.M., New York time, on the date on which Company shall have filed the amendment final Prospectus in relation to the registration statement originally filed with respect to the Securities or to the Registration Statement, as the case may be, containing information regarding the initial public offering price of the Securities has been filed Common Shares with the Commission and (iipursuant to Rule 424(b) the time confirmations are sent or given as specified by Rule 462(b)(2), or with respect to the Original Registration Statement, or such later time and date as shall have been consented to by the Representatives; if required, the Prospectus or any Term Sheet that constitutes a part thereof and any amendment or supplement thereto shall have been filed with the Commission in the manner and within the time period required by Rules 434 and Rule 424(b) under the Securities Act; ; (ii) no stop order suspending the effectiveness of the Registration Statement Statement, any Rule 462(b) Registration Statement, or any post-effective amendment thereto to the Registration Statement shall have been issued, be in effect and no proceedings for that such purpose shall have been instituted or threatened or, to the knowledge of the Company or the Representatives, shall be contemplated by the Commission; and and (iii) the Company NASD shall have complied with any request raised no objection to the fairness and reasonableness of the Commission for additional information (underwriting terms and arrangements that shall not have been resolved to be included in the Registration Statement or the Prospectus or otherwise)NASD’s satisfaction. (b) The Underwriters shall not have discovered and disclosed to the Company prior to or on such Delivery Date that the Registration Statement, any Preliminary Prospectus, the Prospectus or any amendment or supplement thereto contains any untrue statement of a fact that, in the opinion of counsel to the Underwriters, is material or omits to state any fact that is material and necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. (c) All corporate proceedings and other legal matters incident to the authorization, form and validity of this Agreement, the Registration Statement, any Preliminary Prospectus, the Prospectus or any amendment or supplement thereto, and all other legal matters relating to this Agreement and the transactions contemplated hereby shall be reasonably satisfactory in all material respects to counsel to the Underwriters, and the Company shall have furnished to such counsel all documents and information that they may reasonably request to enable them to pass upon such matters. (d) Xxxxxxxx & Xxxxxxxx LLP shall have furnished to the Underwriters its written opinion and letter, as special counsel to the Company, addressed to the Underwriters and dated such Delivery Date, in form and substance satisfactory to the Underwriters and to the effect set forth in Exhibit A hereto. (e) Xxxxxx X. Xxxxxxxxxx, Esq., Senior Executive Vice President, General Counsel and Secretary to the Company, shall have furnished to the Underwriters his written opinion to the effect set forth in Exhibit B hereto; Low & Childers, P.C., Arizona counsel to the Company, shall have furnished to the Underwriters its written opinion to the effect set forth in Exhibit C hereto; Allens Xxxxxx Xxxxxxxx, Australian counsel to PMI Mortgage Insurance Limited and PMI Mortgage Insurance Australia (Holdings) Pty Ltd (together, the “Australian Subsidiaries”) shall have furnished to the Underwriters its written opinion to the effect set forth in Exhibit D; and special regulatory counsel to the Company in each of Florida and Wisconsin shall have furnished to the Underwriters its written opinion as to certain insurance regulatorymatters of such state as set forth in Exhibit E; in each case, addressed to the Underwriters and dated such Delivery Date, in form and substance satisfactory to the Underwriters. (f) Xxxxx Xxxx & Xxxxxxxx shall have furnished to the Underwriters its written opinion, as counsel to the Underwriters, addressed to the Underwriters and dated such Delivery Date, in form and substance satisfactory to the Underwriters. (g) The Underwriters shall have received, on each of the date hereof and each Delivery Date, a letter dated the date hereof or such Delivery Date, as the case may be, in form and substance satisfactory to the Underwriters, from each of Ernst & Young LLP and KPMG LLP, containing statements and information of the type ordinarily included in accountants’ “comfort letters” to underwriters with respect to, in the case of Ernst & Young LLP, the financial statements and certain financial information of the Company and its consolidated subsidiaries contained in and incorporated by reference in the Registration Statement and the Prospectus, and with respect to, in the case of KPMG LLP, the financial statements and certain financial information of FGIC and its consolidated subsidiaries contained in the Registration Statement and the Prospectus; provided that the letter delivered on the First Delivery Date shall use a “cut-off date” not earlier than the date hereof. (h) The Company shall have furnished to the Underwriters on such Delivery Date its certificate, dated such Delivery Date, executed by W. Xxxxx Xxxxxxxx, its Chief Executive Officer, and by Xxxxxx X. Xxxx, Xx., its Executive Vice President and Chief Financial Officer, in form and substance satisfactory to the Underwriters, to the effect that the representations, warranties and agreements of the Company in Section 1 are true and correct as of the date given and as of such Delivery Date; and the Company has complied in all material respects with all its agreements contained herein to be performed prior to or on such Delivery Date and the conditions set forth in Sections 5(i) and 5(k) have been fulfilled. (i) Neither the Company nor any of its Subsidiaries shall have sustained since the date of the latest audited financial statements included in the Registration Statement and the Prospectus any loss or interference with its business from fire, explosion, flood or other calamity, whether or not covered by insurance, or from any labor dispute or court or governmental action, order or decree, otherwise than as set forth or contemplated in the Prospectus or (ii) since such date there shall not have been (A) any increase, or any development involving a prospective increase, in excess of $15.0 million in the Company’s consolidated reserve for losses and loss adjustment expense or (B) any change in the capital stock (other than issuances pursuant to a Stock Plan), or any change in excess of $25.0 million in the short-term debt or long-term debt of the Company or any of its Subsidiaries or any change, or any development involving a prospective change, in or affecting the general affairs, management, financial position, stockholders’ equity or results of operations of the Company and its Subsidiaries, otherwise than as set forth or contemplated in the Prospectus, the effect of which, in any such case described in clause (i) or (ii), is, in the judgment of the Representatives, so material and adverse as to make it impracticable or inadvisable to proceed with the offering or the delivery of the Common Shares being delivered on such Delivery Date on the terms and in the manner contemplated in the Prospectus. (j) Subsequent to the execution and delivery of this Agreement there shall not have occurred any of the following: (i) trading in securities generally on the New York Stock Exchange, the American Stock Exchange, the NASDAQ or the over-the-counter market, or trading in any securities of the Company on any exchange shall have been suspended or minimum prices shall have been established on any such exchange or market by the Commission, by such exchange or by any other regulatory body or governmental authority having jurisdiction; (ii) a banking moratorium shall have been declared by United States federal, New York or California authorities; (iii) the United States shall have become engaged in hostilities, there shall have been an escalation in hostilities involving the United States, or there shall have been a declaration of a national emergency or war by the United States; or (iv) there shall have occurred such a material adverse change in general economic, political or financial conditions (or the effect of international conditions on the financial markets in the United States shall be such) as to make it, in each case, in the sole judgment of the Representatives, impracticable or inadvisable to proceed with the offering or delivery of the Common Shares being delivered on such Delivery Date on the terms and in the manner contemplated in the Prospectus. (k) Subsequent to the execution and delivery of this Agreement (i) no downgrading shall have occurred in the rating accorded the Company’s debt securities or preferred stock by any “nationally recognized statistical rating organization”, as that term is defined by the Commission for purposes of Rule 436(g)(2) of the Securities Act and (ii) no such organization shall have publicly announced that it has under surveillance or review, with possible negative implications, its rating of any of the Company’s debt securities or preferred stock. (l) The Representatives shall have received from each executive officer and director of the Company an opinion, dated the Firm Closing Date, of Gardere Wynnx Xxxxxx & Xiggx, X.L.P., counsel for the Company, Seitel and EHI, executed letter contemplated by Section 3(i) hereof. (m) The Company shall have furnished to the effect that: (i) Representatives such further information, certificates and documents as the Company Representatives may reasonably request to evidence compliance with the conditions set forth in this Section 5. All opinions, letters, evidence and each of Eagle Geophysical Onshore, Inc., a Delaware corporation, certificates mentioned above or elsewhere in this Agreement shall be deemed to be in compliance with the provisions hereof only if they are in form and Eagle Geophysical Offshore, Inc. (formerly known as Horizon Seismic,substance satisfactory to counsel to the Underwriters.

Conditions of the Underwriters’ Obligations. The obligations obligation of the several Underwriters each Underwriter to purchase and pay for the Firm Securities shall be subject, Shares set forth opposite the name of such Underwriter in the Representatives' sole discretion, Schedule I is subject to the continuing accuracy of the representations and warranties of the parties hereto contained Company herein as of the date hereof and as of the Firm Closing Date, Date as if they had been made on and as of the Firm Closing Date, to ; the accuracy on and as of the Closing Date of the statements of officers of the Company and the Selling Securityholders made pursuant to the provisions hereof, to ; the performance by the parties hereto Company on and as of their respective the Closing Date of its covenants and agreements hereunder hereunder; and to the following additional conditions: (a) If the Original Registration Statement or any amendment thereto filed prior to the Firm Closing Date has not been declared effective as of the time of execution hereof, the Original Registration Statement or such amendment and, if the Company has elected to rely upon on Rule 462(b)430A under the Act, the Registration Statement shall have been declared effective, and the Prospectus (containing the information omitted pursuant to Rule 462(b430A) shall have been filed with the Commission not later than the Commission's close of business on the second business day following the date hereof or such later time and date to which the Representative shall have consented; if the Company does not elect to rely on Rule 430A, the Registration Statement shall have been declared effective not later than the earlier of (i) 11:00 9:00 A.M., New York time, on the date on which the amendment to the registration statement originally filed with respect to the Securities or to the Registration Statement, as the case may be, containing information regarding the initial public offering price of the Securities has been filed with the Commission and (ii) the time confirmations are sent or given as specified by Rule 462(b)(2), or with respect to the Original Registration Statement, hereof or such later time and date as to which the Representative shall have been consented to by the Representativesconsented; if required, in the case of any changes in or amendments or supplements to the Prospectus or any Term Sheet that constitutes a part thereof and any amendment or supplement thereto in addition to those contemplated above, the Company shall have been filed such Prospectus as amended or supplemented with the Commission in the manner and within the time period required by Rules 434 and 424(b) under the Act; no stop order suspending the effectiveness of the Registration Statement or any amendment thereto shall have been issued, and no proceedings for that purpose shall have been instituted or threatened or, to the knowledge of the Company or the Representatives, shall be contemplated by the Commission; and the Company shall have complied with any request of the Commission for additional information (to be included in the Registration Statement or the Prospectus or otherwise). (b) The Representatives shall have received an opinion, dated the Firm Closing Date, of Gardere Wynnx Xxxxxx & Xiggx, X.L.P., counsel for the Company, Seitel and EHI, to the effect that: (i) the Company and each of Eagle Geophysical Onshore, Inc., a Delaware corporation, and Eagle Geophysical Offshore, Inc. (formerly known as Horizon Seismic,and

Conditions of the Underwriters’ Obligations. The obligations of the several Underwriters to purchase and pay for the Firm Securities shall be subject, in the Representatives' sole discretion, to the accuracy of the representations and warranties of the parties hereto Company and the Operating Partnership contained herein as of the date hereof and as of the Firm Closing Date, as if made on and as of the Firm Closing Date, to the accuracy of the statements of the Company and the Selling Securityholders Company's officers made pursuant to the provisions hereof, to the performance by the parties hereto Company and the Operating Partnership of their respective covenants and agreements hereunder and to the following additional conditions: (a) If the Original Registration Statement or any amendment thereto filed prior to the Firm Closing Date has not been declared effective as of the time of execution hereof, the Original Registration Statement or such amendment and, if the Company has elected to rely upon Rule 462(b), the Rule 462(b) Registration Statement shall have been declared effective not later than the earlier of (i) 11:00 A.M., New York time, on the date on which the amendment to the registration statement originally filed with respect to the Securities or to the Registration Statement, as the case may be, containing information regarding the initial public offering price of the Securities has been filed with the Commission and (ii) the time confirmations are sent or given as specified by Rule 462(b)(2), or with respect to the Original Registration Statement, or such later time and date as shall have been consented to by the Representatives; if required, the Prospectus or any Term Sheet that constitutes a part thereof and any amendment or supplement thereto shall have been filed with the Commission in the manner and within the time period required by Rules 434 and 424(b) under the Act; no stop order suspending the effectiveness of the Registration Statement or any amendment thereto shall have been issued, and no proceedings for that purpose shall have been instituted or threatened or, to the knowledge of the Company or the Representatives, shall be contemplated by the Commission; and the Company shall have complied with any request of the Commission for additional information (to be included in the Registration Statement or the Prospectus or otherwise). (b) The Representatives shall have received an opinion, dated the Firm Closing Date, of Gardere Wynnx Xxxxxx Xxxxx Xxxxxxx Xxxxxxx & Xiggx, X.L.P.Xxxxx LLP, counsel for the Company, Seitel Company and EHIits subsidiaries, to the effect that: (i) the Company and each of Eagle Geophysical Onshoreits subsidiaries listed in Exhibit 21.1 to the Registration Statement (the "Subsidiaries") (which are corporations) have been duly organized and are validly existing as corporations in good standing under the laws of their respective jurisdictions of incorporation and are duly qualified to transact business as foreign corporations and, Inc.based solely on certificates from public officials, are in good standing under the laws of all other jurisdictions where the ownership or leasing of their respective properties or the conduct of their respective businesses requires such qualification, except where the failure to be so qualified does not amount to a material liability or disability to the Company and the Subsidiaries, taken as a whole. Each of the Subsidiaries (which are partnerships or limited liability companies) have been duly organized and are validly existing as partnerships or limited liability companies, as the case may be, in good standing under the laws of their respective jurisdictions of organization and, as applicable, are duly qualified to transact business as foreign partnerships and, based solely on certificates from public officials, are in good standing under the laws of all other jurisdictions where the ownership or leasing of their respective properties or the conduct of their respective businesses requires such qualification, except where the failure to be so qualified does not amount to a material liability or disability to the Company and the Subsidiaries, taken as a whole; (ii) the Operating Partnership has been duly organized and is validly existing as a limited partnership in good standing under the laws of the State of Delaware corporationand is duly qualified to transact business as a foreign limited partnership and, based solely on certificates from public officials, is in good standing under the laws of all other jurisdictions where the ownership or leasing of its properties or the conduct of its businesses requires such qualification, except where the failure to be so qualified does not amount to a material liability or disability to the Operating Partnership, the Company and the Subsidiaries, taken as a whole; (iii) the Company and each of the Subsidiaries have corporate power or partnership or limited liability company power (as the case may be) to own or lease their respective properties and conduct their respective businesses as described in the Registration Statement and the Prospectus, and Eagle Geophysical Offshoreeach of the Company and the Operating Partnership has the corporate power or partnership power (as the case may be) to enter into this Agreement and to carry out all the terms and provisions hereof to be carried out by it; (iv) the issued shares of capital stock of each of the corporate Subsidiaries have been duly authorized and validly issued, Inc. are fully paid and nonassessable and, except as otherwise set forth in the Prospectus, are owned of record and, to the knowledge of such counsel after due inquiry, beneficially by the Company free and clear of any perfected security interests or, to the knowledge of such counsel, any other security interests, liens, encumbrances, equities or claims. The partnership agreement of the Operating Partnership has been duly authorized, executed and delivered by the Company, as its general partner, and constitutes the valid and binding obligation of the Company, as its general partner. As to each Property Partnership, the general partnership, limited partnership and membership interests have been issued in accordance with the partnership agreement or limited liability company operating agreement (formerly as applicable); (v) the Company has an authorized, issued and outstanding capitalization as set forth in the Prospectus; all of the issued shares of capital stock of the Company have been duly authorized and validly issued and are fully paid and nonassessable, have been issued in compliance with the registration requirements of federal securities laws (or pursuant to an exemption therefrom) and were not issued in violation of or subject to, under the Company's charter or Maryland law or any agreement to which the Company is a party and which is known to such counsel based on a certificate of the Company's Chief Executive Officer and its President, any preemptive rights or other rights to subscribe for or purchase securities; the Firm Securities have been duly authorized by all necessary corporate action of the Company and, when issued and delivered to and paid for by the Underwriters pursuant to this Agreement, will be validly issued, fully paid and nonassessable; the Securities have been duly authorized for listing, subject to official notice of issuance, on the New York Stock Exchange; to the knowledge of such counsel after due inquiry, no holders of outstanding shares of capital stock of the Company are entitled under the Company's charter or Maryland law or any agreement to which the Company is a party and which is known to such counsel based on a certificate of the Company's Chief Executive Officer and its President, as Horizon Seismic,such, to any preemptive or other rights to subscribe for any of the Securities; and no holders of securities of the Company are entitled to have such securities registered under the Registration Statement; (vi) the Units and general partnership interests issued in connection with the Formation Transactions, including, without limitation, the general partnership interests issued to the Company, were duly authorized for issuance by the Operating Partnership to the holders thereof and were validly issued. The terms of the Units conform in all material respects to the description thereof and all statements related thereto contained in the Prospectus. The issuances of securities described in Items 32 and 33 of the Registration Statement were not at the time of issue, and are not as of the Firm Closing Date, required to be registered under the Act; (vii) the Formation Transactions constituted a transaction in which the securities issued or exchanged were not required to be and were not registered under the Securities Act and, therefore, pursuant to the exception provided by Item 901(c)(2)(ii) of Regulation S-K under the Securities Act ("Regulation S-K"), did not constitute a "roll-up transaction" within the meaning of Item 901(c)(1) of Regulation S-K. For purposes of this paragraph, "Formation Transactions" shall (a) be limited to (1) the formation of the Company and, except as set forth in clause (b), the issuance of shares of the Company's Common Stock, (2) the formation of the Operating Partnership, (3) the formation of the Property Partnerships, and (4) the contribution of the Properties to the Operating Partnership in exchange for the Units representing limited partnership interests therein pursuant to the terms and conditions as set forth in the Contribution and Exchange Agreement, as amended, and (b) exclude the acquisition of the National Property and issuance of Common Stock therefor; (viii) except as disclosed in the Registration Statement and the Prospectus, to the knowledge of such counsel after due inquiry, there are no outstanding (A) securities, equity interests or obligations of the Company or any of the Subsidiaries convertible into or exchangeable for any capital stock or equity interests (as the case may be) of the Company or any such Subsidiary, (B) warrants, rights or options to subscribe for or purchase from the Company to any such Subsidiary any such capital stock or equity interests or any such convertible or exchangeable securities, equity interests or obligations, or (C) obligations of the Company or any such Subsidiary to issue any shares of capital stock, equity interests, any such convertible or exchangeable securities, equity interests or obligations, or any such warrants, rights or options; (ix) the statements set forth under the heading "Description of Capital Stock" in the Prospectus, insofar as such statements purport to summarize certain provisions of the capital stock of the Company, provide a fair summary of such provisions; and the statements set forth under the headings "Formation Transactions and Structure of the Company", "Partnership Agreement of Operating Partnership", "Certain Relationships and Related Transactions", "Certain Provisions of Maryland Law and of the Company's Charter and ByLaws", "Shares Eligible for Future Sale", "Federal Income Tax Considerations", "ERISA Considerations" and "Legal Matters" in the Prospectus, insofar as such statements constitute a summary of the legal matters, documents or proceedings referred to therein, provide a fair summary of such legal matters, documents and proceedings;

Conditions of the Underwriters’ Obligations. The obligations obligation of the several Underwriters Underwriter to purchase and pay for the Firm Securities Shares shall be subject, in the Representatives' sole discretion, subject to and conditioned on the accuracy of the representations and warranties of the parties hereto contained herein Company in this Agreement as of the date hereof of this Agreement and as of the Firm Shares Closing Date or Optional Shares Closing Date, as if made on and as of the Firm Closing Datecase may be, to the accuracy of the statements of the Company and the Selling Securityholders officers made pursuant to the provisions hereofof this Agreement, to the performance by the parties hereto Company of their respective covenants and agreements hereunder its obligations under this Agreement, and to the following additional terms and conditions: (a) If the Original Registration Statement or any amendment thereto filed prior to the Firm Closing Date has not been declared effective as of the time of execution hereof, the Original Registration Statement or such amendment and, if the Company has elected to rely upon Rule 462(b), the Rule 462(b) The Registration Statement shall have been declared become effective not later than the earlier of (i) 11:00 A.M.5:00 P.M., New York Detroit time, on the date of this Agreement or on which such later date and time as shall be consented to in writing by Ronex; if the amendment to the registration statement originally filed with respect to the Securities or to the Registration Statement, as the case may be, containing information regarding the initial public offering price filing of the Securities has been filed with the Commission and (ii) the time confirmations are sent or given as specified by Rule 462(b)(2)Prospectus, or with respect any supplement thereto, is required pursuant to Rule 424(b) of the Original Registration Statement, or such later time and date as shall have been consented to by the Representatives; if requiredRules, the Prospectus or any Term Sheet that constitutes a part thereof and any amendment or supplement thereto shall have been filed with the Commission in the manner and within the time period required by Rules 434 and Rule 424(b) under of the ActRules; at each Closing Date, if any, no stop order suspending the effectiveness of the Registration Statement or any amendment thereto shall have been issued, and no issued or proceedings for that purpose shall have been instituted therefor initiated or threatened or, to the knowledge of the Company or the Representatives, shall be contemplated by the Commission; and the Company shall have complied with any request of the Commission for inclusion of additional information (to be included in the Registration Statement or the Prospectus Statement, or otherwise)., shall have been complied with to the reasonable satisfaction of Ronex (b) The Representatives shall have received an opinion, dated the Firm At each Closing Date, Ronex xxxll have received the favorable opinion of Gardere Wynnx Xxxxxx & Xiggx, X.L.P.Dickxxxxx Xxxgxx XXXC, counsel for the Company, Seitel dated the Firm Shares Closing Date or the Optional Shares Closing Date, as the case may be, addressed to the Underwriter and EHIin form and scope reasonably satisfactory to counsel for Ronex, to xx the effect that: (i) The Company (A) is a corporation duly organized, existing and in good standing under the laws of the State of Michigan and (B) is not required to be qualified to do business in any jurisdiction outside Michigan. The Bank (A) is a banking corporation existing and in good standing under the laws of the State of Michigan and (B) is not required to be qualified to do business in any jurisdiction outside Michigan. (ii) Each of the Company and each of Eagle Geophysical Onshore, Inc., a Delaware corporationthe Bank has full corporate power and authority, and Eagle Geophysical Offshoreall material authorizations, Inc. (formerly known approvals, orders, licenses, certificates and permits of and from all governmental bank regulatory officials and bodies necessary, to own its properties and to commence and conduct its business as Horizon Seismic,described in the Registration

Conditions of the Underwriters’ Obligations. The obligations of the several ------------------------------------------- Underwriters hereunder to purchase and pay for the Firm Securities Shares to be delivered at each Time of Delivery shall be subject, in the Representatives' sole their discretion, to the accuracy of the representations and warranties of the parties hereto Company contained herein as of the date hereof and as of the Firm Closing Date, as if made on and as such Time of the Firm Closing DateDelivery, to the accuracy of the statements of the Company and the Selling Securityholders Company's officers made pursuant to the provisions hereof, to the performance by the parties hereto Company of their respective its covenants and agreements hereunder hereunder, and to the following additional conditionsconditions precedent: (a) If the Original Registration Statement or any amendment thereto filed registration statement as amended to date has not become effective prior to the Firm Closing Date has not been declared effective as execution of the time of execution hereofthis Agreement, the Original Registration Statement or such amendment and, if the Company has elected to rely upon Rule 462(b), the Rule 462(b) Registration Statement registration statement shall have been declared effective not later than the earlier of (i) 11:00 A.M.a.m., New York Hartford, Connecticut time, on the date on which the amendment to the registration statement originally filed with respect to the Securities or to the Registration Statement, as the case may be, containing information regarding the initial public offering price of the Securities has been filed with the Commission and (ii) the time confirmations are sent or given as specified by Rule 462(b)(2), or with respect to the Original Registration Statement, this Agreement or such later date and/or time and date as shall have been consented to by you in writing. All filings required by Rules 424, 430A, 434 and 462(b), if relied upon by the Representatives; if requiredCompany, the Prospectus or any Term Sheet that constitutes a part thereof and any amendment or supplement thereto shall have been filed with the Commission in the manner and within the time period required by Rules 434 and 424(b) under the Actmade; no stop order suspending the effectiveness of the Registration Statement or any amendment thereto part thereof shall have been issued, issued and no proceedings for that purpose shall have been instituted or instituted, threatened or, to the knowledge of the Company or and the Representatives, shall be contemplated by the Commission; the NASD, upon review of the terms of the public offering of the Shares, shall not have objected thereto or to the Underwriters' participation in the public offering; and all requests for additional information on the Company shall have complied with any request part of the Commission for additional information (shall have been complied with to be included in the Registration Statement or the Prospectus or otherwise)your reasonable satisfaction. (b) The Representatives shall have received a copy of an executed lock-up agreement from each of the Company's officers, directors and holders of Common Shares. (c) You shall have received an opinion, dated the Firm Closing Datesuch Time of Delivery, of Gardere Wynnx Xxxxxx & Xiggx, X.L.P., counsel for the Company, Seitel and EHI, to the effect that: (i) the Company and each of Eagle Geophysical Onshore, Inc., a Delaware corporation, and Eagle Geophysical Offshore, Inc. (formerly known as Horizon Seismic,Xxxx X.

Conditions of the Underwriters’ Obligations. The respective obligations of the several Underwriters to purchase and pay for the Firm Securities shall be subject, in the Representatives' sole discretion, hereunder are subject to the accuracy accuracy, when made and on the Closing Date, of the representations and warranties of the parties hereto Operating Partnership contained herein as herein, to the performance by the Operating Partnership of its obligations hereunder, and to each of the date hereof following additional terms and conditions: (a) All the representations and warranties of the Operating Partnership contained in this Agreement and all written statements of officers of the Operating Partnership made pursuant to this Agreement shall be true and correct on and as of the Firm Closing Date, Date with the same force and effect as if made on and as of the Firm Closing Date, to the accuracy of the statements of the Company and the Selling Securityholders made pursuant to the provisions hereof, to the performance by the parties hereto of their respective covenants and agreements hereunder and to the following additional conditions:. (ab) If the Original The Registration Statement or has become effective under the Securities Act; the Issuer Free Writing Prospectus, if any, the Prospectus and any amendment thereto filed prior to the Firm Closing Date has not been declared effective as of the time of execution hereof, the Original Registration Statement or such amendment and, if the Company has elected to rely upon Rule 462(b), the Rule 462(b) Registration Statement shall have been declared effective not later than the earlier of (i) 11:00 A.M., New York time, on the date on which the amendment to the registration statement originally filed with respect to the Securities or to the Registration Statementsupplement thereto, as the case may be, containing information regarding the initial public offering price of the Securities has been filed with the Commission and (ii) the time confirmations are sent or given as specified by Rule 462(b)(2), or with respect to the Original Registration Statement, or such later time and date as shall have been consented to by the Representatives; if required, the Prospectus or any Term Sheet that constitutes a part thereof and any amendment or supplement thereto shall have been filed with the Commission pursuant to Rule 424(b) (in the manner and case of the Issuer Free Writing Prospectus, to the extent required under Rule 433 of the Securities Act) within the applicable time period required prescribed for such filing by Rules 434 such Rule; and 424(b) under the Act; no stop order suspending the effectiveness of the Registration Statement or any post-effective amendment thereto and no order directed at any Incorporated Document or any amendment or supplement to the Registration Statement, Preliminary Prospectus, Prospectus or the Time of Sale Information shall have been issued, and no proceedings for that purpose shall have been instituted or threatened threatened, or, to the knowledge of the Company or the RepresentativesOperating Partnership, shall be contemplated by the Commission; and the Company . The Operating Partnership shall have complied with any request paid the required Commission filing fees relating to the Notes within the time period required by Rule 456(b)(1)(i) of the Commission for additional information (Securities Act without regard to be included the proviso therein and otherwise in accordance with Rules 456(b) and 457(r) of the Securities Act and, if applicable, shall have updated the “Calculation of Filing Fee Tables” in accordance with Rule 456(b)(1)(ii) of the Securities Act either in a post-effective amendment to the Registration Statement or the Prospectus or otherwisein a prospectus filed pursuant to Rule 424(b). (bc) Subsequent to the respective dates as of which information is given in the Registration Statement, any Preliminary Prospectus, the Prospectus and the Time of Sale Information, other than as set forth in or contemplated by the Registration Statement, the Prospectus and the Time of Sale Information (exclusive of any amendments or supplements thereto subsequent to the date of this Agreement) and prior to the Closing Date, there shall not have occurred (i) any event that would cause a Material Adverse Effect, or (ii) any event or development relating to or involving the Operating Partnership or any of its subsidiaries, or any partner, officer, director or trustee of the Operating Partnership or any of its subsidiaries, which makes any statement of a material fact made in the Prospectus untrue or which, in the opinion of the Operating Partnership and its counsel or the Underwriters and their counsel, requires the making of any addition to or change in the Prospectus in order to state a material fact required by the Securities Act or any other law to be stated therein or necessary in order to make the statements therein not misleading, if amending or supplementing the Prospectus to reflect such event or development would, in your reasonable opinion, adversely affect the market for the Notes. (d) All corporate proceedings and other legal matters incident to the authorization, form and validity of this Agreement, the Notes, the Registration Statement and the Prospectus, and all other legal matters relating to this Agreement and the transactions contemplated hereby shall be reasonably satisfactory in all material respects to counsel for the Underwriters, and the Operating Partnership shall have furnished to such counsel all documents and information that they may reasonably request to enable them to pass upon such matters. (e) Hxxxx Xxxxxxx US LLP shall have furnished to the Representatives its written opinion, as counsel to the Operating Partnership, addressed to the Underwriters and dated the Closing Date, in form and substance reasonably satisfactory to the Representatives and counsel to the Underwriters, substantially as set forth in Exhibit D-1 hereto. In rendering such opinion, such counsel may state that its opinion is limited to matters governed by the federal laws of the United States of America and the States of Delaware, Maryland and New York and in respect of matters of fact, upon certificates of officers of the Operating Partnership or its subsidiaries, provided that such counsel shall state that it believes that both the Underwriters and it are justified in relying upon such certificates. Such counsel shall also have furnished to the Representatives a written statement, addressed to the Underwriters and dated the Closing Date, in form and substance satisfactory to the Representatives and counsel to the Underwriters, in substantially the form set forth in Exhibit D-2 hereto. (f) The Representatives shall have received an opinionfrom Sxxxxx Xxxxxx LLP, counsel for the Underwriters, such opinion or opinions, dated the Firm Closing Date, with respect to the issuance and sale of the Notes, the Registration Statement, the Prospectus, the Time of Sale Information and other related matters as the Representatives may reasonably require, and the Operating Partnership shall have furnished to such counsel such documents as they reasonably request for the purpose of enabling them to pass upon such matters. (g) At the time of the execution of this Agreement, the Representatives shall have received from KPMG a letter, dated such date, in form and substance satisfactory to the Representatives, together with signed or reproduced copies of such letter for each of the other Underwriters, containing statements and information of the type ordinarily included in accountants’ “comfort letters” to underwriters with respect to the financial statements and certain financial information contained in the Registration Statement, the Time of Sale Information and the Prospectus. (h) At the Closing Date, the Representatives shall have received from KPMG a letter, dated the Closing Date, in form and substance satisfactory to the Representatives, together with signed or reproduced copies of such letter for each of the other Underwriters, to the effect that they reaffirm the statements made in the letter furnished pursuant to Section 7(g) hereof, except that the specified date referred to shall be a date not more than two business days prior to the Closing Date. (i) Neither the Operating Partnership nor any of its subsidiaries shall have sustained since the date of the latest audited financial statements included or incorporated by reference in the Prospectus and the Time of Sale Information (exclusive of any amendment or supplement thereto after the date hereof) (A) any loss or interference with their business from fire, explosion, flood or other calamity, whether or not covered by insurance, or from any labor dispute or court or governmental action, order or decree, or (B) since such date, there shall not have been any change in the total equity or long-term debt of the Operating Partnership or any of its subsidiaries or any change, or any development involving a prospective change, in or affecting the general affairs, management, financial position, shareholders’ equity or results of operations of the Operating Partnership and its subsidiaries, other than as disclosed in the Registration Statement, the Prospectus and the Time of Sale Information, the effect of which, in any such case described in clause (A) or (B), is, in the judgment of the Representatives, so material and adverse as to make it impracticable or inadvisable to proceed with the public offering or the delivery of the Notes being delivered on the Closing Date on the terms and in the manner contemplated in the Prospectus and the Time of Sale Information. (j) Subsequent to the execution and delivery of this Agreement there shall not have occurred any of the following: (i) trading in securities generally on the NYSE or the NYSE MKT LLC or in the over-the-counter market, or trading in any securities of the Operating Partnership or the Company on the NYSE, shall have been suspended or materially limited or the settlement of such trading generally shall have been materially disrupted or minimum prices shall have been established on any such exchange or such market by the Commission, by such exchange or by any other regulatory body or governmental authority having jurisdiction, (ii) a banking moratorium shall have been declared by federal or any state authority or a material disruption in commercial banking or securities settlement or clearance services shall have occurred, (iii) the United States shall have become engaged in new hostilities, there shall have been an escalation in hostilities involving the United States or there shall have been a declaration of a national emergency or war by the United States or there shall have occurred any other calamity or crisis as to make it, in the judgment of the Representatives, impracticable or inadvisable to proceed with the public offering or delivery of the Notes being delivered on the Closing Date on the terms and in the manner contemplated in the Prospectus and the Time of Sale Information or (iv) there shall have occurred such a material adverse change in general economic, political or financial conditions, including, without limitation, as a result of terrorist activities after the date hereof (or the effect of international conditions on the financial markets in the United States shall be such) as to make it, in the judgment of the Representatives, impracticable or inadvisable to proceed with the public offering, sale or delivery of the Notes being delivered on the Closing Date on the terms and in the manner contemplated in the Prospectus and the Time of Sale Information. (k) The Operating Partnership shall have furnished to the Representatives a certificate, dated the Closing Date, of Gardere Wynnx Xxxxxx & Xiggx, X.L.P., counsel for two executive officers of the Company, Seitel Operating Partnership who have specific knowledge of the Operating Partnership’s financial matters and EHI, are satisfactory to the effect Representatives, stating that: (i) The representations, warranties and agreements of the Company Operating Partnership in Section 1 are true and each correct in all material respects, as of Eagle Geophysical Onshorethe Closing Date; the Operating Partnership has complied with all its agreements contained herein; and the conditions set forth in Sections 7(b) and (c) have been fulfilled; (ii) They have carefully examined the Registration Statement and the Prospectus and, Inc.in their opinion (A) as of the Effective Date, the Registration Statement and Prospectus did not include any untrue statement of a Delaware corporationmaterial fact and did not omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading (with respect to the Prospectus, in light of the circumstances under which they were made), and Eagle Geophysical Offshore(B) since the Effective Date no event has occurred which should have been set forth in a supplement or amendment to the Registration Statement or the Prospectus; and (iii) No stop order suspending the effectiveness of the Registration Statement has been issued and no proceedings for that purpose have been instituted or are contemplated by the Commission. (l) Subsequent to the execution of this Agreement, Inc. (formerly known i) there shall not have been any decrease in the rating of any debt securities of the Operating Partnership or the Possible Future Guarantor by any “nationally recognized statistical rating organization” (as Horizon Seismicdefined in Section 3(a)(62) of the Exchange Act), and (ii) no such organization shall have publicly announced that it has under surveillance or review or on a so-called “watch list,” with possible negative implications, its ratings of the Operating Partnership or the Possible Future Guarantor or any such debt securities (other than an announcement with positive implications of a possible upgrading). (m) On the Closing Date, counsel for the Underwriters shall have been furnished with such documents and opinions as they may require for the purpose of enabling them to pass upon the issuance and sale of the Notes as herein contemplated and related proceedings, or in order to evidence the accuracy of any of the representations or warranties, or the fulfillment of any of the conditions, herein contained. (n) On or prior to the Closing Date, the Operating Partnership shall have furnished or caused to be furnished to the Representatives such further certificates and documents as the Representatives or counsel to the Underwriters may reasonably request. All opinions, letters, evidence and certificates mentioned above or elsewhere in this Agreement shall be deemed to be in compliance with the provisions hereof only if they are in form and substance reasonably satisfactory to counsel for the Underwriters. Any certificate or document signed by any officer or authorized representative of the Operating Partnership and delivered to the Underwriters, or to counsel for the Underwriters, shall be deemed a representation and warranty by the Operating Partnership to each Underwriter as to the statements made therein.

Conditions of the Underwriters’ Obligations. The obligations of the several Underwriters to purchase and pay for the Firm Securities shall be subject, in the Representatives' Representative's sole discretion, to the accuracy of the representations and warranties of the parties hereto Company and the Selling Securityholders contained herein as of the date hereof and as of the Firm Closing Date, as if made on and as of the Firm Closing Date, to the accuracy of the statements of the Company and the Selling Securityholders Company's officers made pursuant to the provisions hereof, to the performance by the parties hereto Company and the Selling Securityholders of their respective covenants and agreements hereunder and to the following additional conditions: (a) If the Original Registration Statement or any amendment thereto filed prior to the Firm Closing Date has not been declared effective as of the time of execution hereof, the Original Registration Statement or such amendment and, if the Company has elected to rely upon Rule 462(b), the Rule 462(b) Registration Statement shall have been declared effective not later than the earlier of (i) 11:00 A.M., New York time, on the date on which the amendment to the registration statement originally filed with respect to the Securities or to the Registration Statement, as the case may be, containing information regarding the initial public offering price of the Securities has been filed with the Commission and (ii) the time confirmations are sent or given as specified by Rule 462(b)(2), or with respect to the Original Registration Statement, or such later time and date as shall have been consented to by the RepresentativesRepresentative; if required, the Prospectus or any Term Sheet that constitutes a part thereof and any amendment or supplement thereto shall have been filed with the Commission in the manner and within the time period required by Rules 434 and 424(b) under the Act; no stop order suspending the effectiveness of the Registration Statement or any amendment thereto shall have been issued, and no proceedings for that purpose shall have been instituted or threatened or, to the knowledge of the Company or the RepresentativesRepresentative, shall be contemplated by the Commission; and the Company shall have complied with any request of the Commission for additional information (to be included in the Registration Statement or the Prospectus or otherwise). (b) The Representatives shall have received an opinion, dated the Firm Closing Date, of Gardere Wynnx Xxxxxx Hughxx & XiggxXuce, X.L.P., counsel for the Company, Seitel Company and EHIthe Selling Securityholders, to the effect that: (i) the Company and each of Eagle Geophysical Onshoreits subsidiaries listed in Exhibit 21.1 to the Registration Statement, Inc.including the Argentine Joint Venture Companies and Argentine Cable Companies (as defined in the Prospectus or, if the Prospectus is not in existence, the most recent Preliminary Prospectus) (the "Subsidiaries") have been duly organized and are validly existing as corporations in good standing under the laws of their respective jurisdictions of incorporation and are duly qualified to transact business as foreign corporations and are in good standing under the laws of all other jurisdictions where the ownership or leasing of their respective properties or the conduct of their respective businesses requires such qualification, except where the failure to be so qualified does not amount to a Delaware corporationmaterial liability or disability to the Company and the Subsidiaries, taken as a whole; (ii) the Company and each of the Subsidiaries have corporate power to own or lease their respective properties and conduct their respective businesses as described in the Registration Statement and the Prospectus, and Eagle Geophysical Offshorethe Company has corporate power to enter into this Agreement and to carry out all the terms and provisions hereof to be carried out by it; (iii) the issued shares of capital stock of each of the Subsidiaries have been duly authorized and validly issued, Inc. are fully paid and nonassessable and are owned beneficially by the Company free and clear of any perfected security interests or, to the best knowledge of such counsel, any other security interests, liens, encumbrances, equities or claims; (formerly known iv) the Company has an authorized, issued and outstanding capitalization as Horizon Seismic,set forth in the Prospectus; all of the issued shares of capital stock of the Company (including the Selling Securityholder Securities) have been duly authorized and validly issued and are fully paid and nonassessable, have been issued in compliance with all applicable federal and state securities laws and were not issued in violation of or subject to any preemptive rights or other rights to subscribe for or purchase securities; the Company Securities have been duly authorized by all necessary corporate action of the Company and, when issued and delivered to and paid for by the Underwriters pursuant to this Agreement, will be validly issued, fully paid and nonassessable; the Securities have been duly included for trading on the Nasdaq National Market; no holders of outstanding shares of capital stock of the Company are entitled as such to any preemptive or other rights to subscribe for any of the Securities; and except as set forth in the Registration Statement, no holders of securities of the

Conditions of the Underwriters’ Obligations. The obligations of the several Underwriters and Substituted Purchasers to purchase and pay for any of the Firm Securities Units shall be subject, in the Representatives' sole discretion, to the accuracy of the representations and warranties of the parties hereto contained herein as of the date hereof and as of the Firm Closing Date, as if made on and as of the Firm Closing Date, to the accuracy of the statements of the Company and the Selling Securityholders made pursuant to the provisions hereof, subject to the performance by the parties hereto Corporation of their respective its covenants and agreements hereunder and to the satisfaction of the following additional conditionsconditions at the Closing Time: (a) If the Original Registration Statement or any amendment thereto filed prior Underwriters shall have received favourable legal opinions dated the Closing Date from the Corporation’s Canadian and U.S. Counsel as applicable, addressed to the Firm Closing Date has not been declared effective Underwriters, Underwriters’ Counsel and the Substituted Purchasers substantially in the form annexed hereto as Schedule “A”. In giving its opinion, each of the time of execution hereof, the Original Registration Statement or such amendment and, if the Company has elected to Corporation’s Counsel may rely upon Rule 462(b), the Rule 462(b) Registration Statement shall have been declared effective not later than the earlier of (i) 11:00 A.M., New York time, on the date on which the amendment exclusively upon opinions of local counsel as to the registration statement originally filed with respect matters mentioned therein relating to the Securities or to the Registration Statement, as the case may be, containing information regarding the initial public offering price of the Securities has been filed with the Commission jurisdictions where Corporation’s Counsel does not practice law and (ii) the time confirmations are sent or given as specified by Rule 462(b)(2)to matters of fact, or with respect to the Original Registration Statement, or such later time and date as shall have been consented to by the Representatives; if required, the Prospectus or any Term Sheet that constitutes a part thereof and any amendment or supplement thereto shall have been filed with the Commission in the manner and within the time period required by Rules 434 and 424(b) under the Act; no stop order suspending the effectiveness upon certificates of officers of the Registration Statement or any amendment thereto shall have been issuedCorporation, and no proceedings for that purpose shall have been instituted or threatened or, to the knowledge of the Company or the Representatives, shall be contemplated by the Commission; and the Company shall have complied with any request of the Commission for additional information (to be included in the Registration Statement or the Prospectus or otherwise).public officials; (b) The Representatives the Underwriters shall have received an opinioncertified copies of the articles and by-laws of the Corporation, and all resolutions and by-laws of or in respect of the Corporation passed in connection with the transactions, actions, events and conditions contemplated by this Agreement and the Subscription Agreements including, without limitation, resolutions authorizing this Agreement and the Subscription Agreements and, the issuance and sale of the Shares, Additional Shares, Warrants, Warrant Shares, Broker Warrants and Broker Shares and the transactions, actions, events and conditions contemplated hereby or such other authorizing documents acceptable to the Underwriters; (c) the Underwriters shall have received a certificate, or certificates, dated the Firm Closing DateDate and executed by the President and Chief Executive Officer and the Chief Financial Officer of the Corporation (or such other officers of the Corporation as may be acceptable to the Underwriters), on behalf of Gardere Wynnx Xxxxxx & Xiggxthe Corporation, X.L.P., counsel for the Company, Seitel and EHIwithout personal liability, to the effect that: (i) no order, ruling or determination suspending or cease trading the Company and each of Eagle Geophysical Onshore, Inc., a Delaware corporationCommon Shares has been issued, and Eagle Geophysical Offshoreno proceedings for that purpose have been instituted or, Inc. to the knowledge of such officers, contemplated or threatened by any Securities Regulator; (formerly known ii) other than as Horizon Seismic,disclosed in the Disclosure Documents, since March 31, 2007 there has not been any material change (actual, anticipated, contemplated or threatened, whether financial or otherwise) in the condition, business, affairs, results, operations, assets or liabilities of the Corporation and its Subsidiaries on a consolidated basis; (iii) other than as disclosed in the Disclosure Documents, since March 31, 2007 no material fact has arisen or has been discovered which would have been required to have been stated in the Disclosure Documents had the fact arisen or been discovered on, or prior to the date of such Disclosure Documents; (iv) the representations and warranties of the Corporation contained in this Agreement are true and correct in all material respects as of the Closing Time with the same force and effect as if made at and as of the Closing Time; (v) the Corporation has complied in all material respects with all the terms and conditions of this Agreement on its part to be complied with at or before the Closing Time; (vi) as to such other matters of a factual nature as are appropriate and usual in the circumstances and as the Underwriters or the Underwriters’ Counsel may reasonably request; (d) the Corporation shall have delivered the certificates representing the Shares and Warrants in accordance with Section 8; (e) the Corporation shall have delivered certificates representing the Broker Warrants; (f) the Corporation shall have delivered lock-up agreements executed by each director and officer of the Corporation in the form attached hereto as Schedule “E”; (g) the Underwriters shall have received their fee and reimbursement for expenses incurred to the Closing Date in the manner specified in Sections 7 and 9; and (h) a copy of a letter from the Toronto Stock Exchange confirming that the Shares, Additional Shares, Warrant Shares and Broker Shares have been conditionally accepted for listing on the Toronto Stock Exchange.

Conditions of the Underwriters’ Obligations. The obligations of the several Underwriters to purchase and pay for the Firm Securities shall be subject, in the Representatives' sole discretion, hereunder are subject to the accuracy of the representations and warranties of the parties hereto contained Company herein as of the date hereof and as of the Firm Closing Date, as if made on and as of the Firm Closing Date, to the accuracy of the statements of the Company and the Selling Securityholders made pursuant to the provisions hereofcontained, to the performance by the parties hereto Company of their respective covenants and agreements hereunder its obligations hereunder, and to the following additional further conditions: (a) If At Closing Time no stop order suspending the Original Registration Statement or any amendment thereto filed prior to the Firm Closing Date has not been declared effective as effectiveness of the time of execution hereof, the Original Registration Statement or such amendment and, if the Company has elected to rely upon Rule 462(b), the Rule 462(b) Registration Statement shall have been declared effective not later than issued under the earlier of (i) 11:00 A.M., New York time, on the date on which the amendment to the registration statement originally filed with respect to the Securities 1933 Act or to the Registration Statement, as the case may be, containing information regarding the initial public offering price of the Securities has been filed with the Commission and (ii) the time confirmations are sent proceedings therefor initiated or given as specified by Rule 462(b)(2), or with respect to the Original Registration Statement, or such later time and date as shall have been consented to threatened by the Representatives; if required, Commission. A prospectus containing the Prospectus or any Term Sheet that constitutes a part thereof and any amendment or supplement thereto Rule 430B Information shall have been filed with the Commission in the manner and within the time period required by Rules 434 and Rule 424(b) under without reliance on Rule 424(b)(8) (or a post-effective amendment providing such information shall have been filed and become effective in accordance with the requirements of Rule 430B) and any required filing of each Issuer Free Writing Prospectus pursuant to Rule 433 has been made in the manner and within the time period required by Rule 433(d). (b) At Closing Time the Representatives shall have received the favorable opinion, dated as of Closing Time, of Sxxxxxxx & Worcester LLP, counsel for the Company, in form and substance reasonably satisfactory to counsel for the Underwriters, together with signed or reproduced copies of such letter for each of the other Underwriters. In rendering their opinion, Sxxxxxxx & Worcester LLP may rely upon an opinion, dated as of Closing Time, of Vxxxxxx LLP as to matters governed by Maryland law, provided that such reliance is expressly authorized by such opinion. In addition, in rendering such opinion, such counsel may state that their opinion as to laws of the State of Delaware is limited to the Delaware General Corporation Law, the Delaware Revised Uniform Limited Partnership Act and the Delaware Limited Liability Company Act; no stop order suspending , that their opinions, if any, with respect to subsidiaries organized in jurisdictions other than Massachusetts or Delaware are based on their review of statutes of such jurisdictions comparable to such Delaware statutes, and that their opinion with respect to the effectiveness qualification of the Company and its subsidiaries to do business in jurisdictions other than their respective jurisdictions of organization is based solely upon certificates to such effect issued by an appropriate official of the applicable jurisdictions. (c) At Closing Time the Representatives shall have received the favorable opinion, dated as of Closing Time, of Vxxxxxx LLP, special Maryland counsel for the Company, in form and substance reasonably satisfactory to counsel for the Underwriters, together with signed or reproduced copies of such letter for each of the other Underwriters. (d) The Representatives shall have received at Closing Time an opinion, dated as of Closing Time, of Sidley Austin LLP, counsel for the Underwriters, together with signed or reproduced copies of such letter for each of the other Underwriters, in form and substance reasonably satisfactory to the Representatives. In rendering their opinion as aforesaid, Sidley Austin LLP may rely upon an opinion, dated as of Closing Time, of Vxxxxxx LLP as to matters governed by Maryland law, and the opinion of Sxxxxxxx & Worcester LLP referred to above as to matters governed by Massachusetts law. In addition, in rendering such opinion, such counsel may state that its opinion as to laws of the State of Delaware is limited to the Delaware General Corporation Law. (e) At Closing Time (i) the Registration Statement and the Prospectus shall contain all statements which are required to be stated therein in accordance with the 1933 Act and the 1933 Act Regulations and in all material respects shall conform to the requirements of the 1933 Act and the 1933 Act Regulations, and neither the Registration Statement nor the Prospectus shall contain any untrue statement of a material fact or omit to state any amendment thereto shall have been issuedmaterial fact required to be stated therein or necessary to make the statements therein not misleading, and no action, suit or proceeding at law or in equity shall be pending or to the knowledge of the Company threatened against the Company which would be required to be set forth in the Prospectus other than as set forth therein, (ii) there shall not have been, since the respective dates as of which information is given in the Registration Statement, the Prospectus or the General Disclosure Package, any material adverse change in the condition, financial or otherwise, of the Company and its subsidiaries, taken as a whole, or in their earnings, business affairs or business prospects, whether or not arising in the ordinary course of business from that set forth in the Registration Statement, the Prospectus or the General Disclosure Package and (iii) no proceedings for that purpose shall have been instituted or threatened be pending or, to the knowledge of the Company, threatened against the Company before or by any federal, state or other commission, board or administrative agency wherein an unfavorable decision, ruling or finding would materially and adversely affect the Representativesbusiness, shall be contemplated by property, financial condition or income of the CommissionCompany other than as set forth in the General Disclosure Package and the Prospectus; and the Company Representatives shall have complied with any request received, at Closing Time, a certificate of the Commission for additional President and Chief Investment Officer and the Chief Financial Officer of the Company, dated as of Closing Time, evidencing compliance with the provisions of this subsection (e) and stating that the representations and warranties set forth in Section 1(a) hereof are accurate as though expressly made at and as of Closing Time. (f) At Closing Time, there shall not have been, since the respective dates as of which information (to be included is given in the Registration Statement and the Prospectus, or since the Prospectus respective dates as of which information is given in the General Disclosure Package, any material adverse change in the business, operations, earnings, prospects, properties or condition (financial or otherwise) of the Manager, whether or not arising in the ordinary course of business; and the Representatives shall have received, at Closing Time, a certificate of the President or a Vice President of the Manager evidencing compliance with this subsection (f). (bg) The Representatives Concurrently with the execution and delivery of this Agreement, and at Closing Time prior to payment and delivery of the Notes, Ernst & Young LLP shall have received an opinionfurnished to the Representatives a letter, dated the Firm date of its delivery, addressed to the Underwriters and in form and substance satisfactory to the Representatives, confirming that they are an independent registered public accounting firm with respect to the Company as required by the 1933 Act and the 1933 Act Regulations and with respect to the financial and other statistical and numerical information contained in the Registration Statement and the Prospectus or incorporated by reference therein. Each such letter shall contain information of the type customarily included in accountants’ comfort letters to underwriters as of a specified date not more than three days prior to the date of such letter. (h) At Closing Date, of Gardere Wynnx Xxxxxx & Xiggx, X.L.P.Time, counsel for the CompanyUnderwriters shall have been furnished with such documents and opinions as they may reasonably require for the purpose of enabling them to pass upon the issuance and sale of the Notes as herein contemplated and related proceedings, Seitel or in order to evidence the accuracy of any of the representations or warranties, or the fulfillment of any of the conditions, herein contained; and EHI, all proceedings taken by the Company in connection with the issuance and sale of the Notes as herein contemplated shall be reasonably satisfactory in form and substance to the effect that:Representatives and counsel for the Underwriters. (i) Subsequent to the execution and delivery of this Agreement and prior to Closing Time, there shall not have occurred any downgrading, nor shall any notice have been given of (i) any intended or potential downgrading or (ii) any review or possible change that indicates anything other than a stable outlook, in the rating accorded any securities of or guaranteed by the Company by any “nationally recognized statistical rating organization,” as such term is defined for purposes of Rule 436(g)(2) under the 1933 Act; and each the Notes shall be rated [·] by [·] and [·] by [·]. If any condition specified in this Section 5 shall not have been fulfilled when and as required to be fulfilled, this Agreement may be terminated by the Representatives by notice to the Company at any time at or prior to Closing Time and such termination shall be without liability of Eagle Geophysical Onshore, Inc., a Delaware corporation, and Eagle Geophysical Offshore, Inc. (formerly known any party to any other party except as Horizon Seismic,provided in Section 4 hereof.

Conditions of the Underwriters’ Obligations. The obligations of the several Underwriters to purchase and pay for the Firm Securities shall be subject, in the Representatives' sole discretion, to the accuracy of the representations and warranties of the parties hereto Company contained herein as of the date hereof and as of the Firm Closing Date, as if made on and as of the Firm Closing Date, to the accuracy of the statements of the Company and the Selling Securityholders Company's officers made pursuant to the provisions hereof, to the performance by the parties hereto Company of their respective its covenants and agreements hereunder and to the following additional conditions: (a) If the Original Registration Statement or any amendment thereto filed prior to the Firm Closing Date has not been declared effective as of the time of execution hereof, the Original Registration Statement or such amendment and, if the Company has elected to rely upon Rule 462(b), the Rule 462(b) Registration Statement shall have been declared effective not later than the earlier of (i) 11:00 A.M., New York time, on the date on which the amendment to the registration statement originally filed with respect to the Securities or to the Registration Statement, as the case may be, containing information regarding the initial public offering price of the Securities has been filed with the Commission and (ii) the time confirmations are sent or given as specified by Rule 462(b)(2), or with respect to the Original Registration Statement, or such later time and date as shall have been consented to by the Representatives; if required, the Prospectus or any Term Sheet that constitutes a part thereof and any amendment or supplement thereto shall have been filed with the Commission in the manner and within the time period required by Rules 434 and 424(b) under the Act; no stop order suspending the effectiveness of the Registration Statement or any amendment thereto shall have been issued, and no proceedings for that purpose shall have been instituted or threatened or, to the knowledge of the Company or the Representatives, shall be contemplated by the Commission; and the Company shall have complied with any request of the Commission for additional information (to be included in the Registration Statement or the Prospectus or otherwise). (b) The Representatives shall have received an opinion, dated the Firm Closing Date, of Gardere Wynnx Xxxxxx & Xiggx, X.L.P., counsel for the Company, Seitel and EHI, to the effect that: (i) the Company and each of Eagle Geophysical Onshore, Inc., a Delaware corporation, and Eagle Geophysical Offshore, Inc. (formerly known as Horizon Seismic,the

Conditions of the Underwriters’ Obligations. The obligations of the several Underwriters Underwriter hereunder to purchase and pay for the Firm Securities shall be subject, in the Representatives' sole discretion, Shares are subject to the accuracy of the representations and warranties of the parties hereto contained herein accuracy, as of the date hereof and as of at the Firm Closing Date, Date (as if made on and as of at the Firm Closing Date), to the accuracy of the statements and compliance with all representations, warranties and agreements of the Company and the Selling Securityholders made pursuant to the provisions hereofStockholder contained herein, to the performance by the parties hereto Company and the Selling Stockholder of their respective covenants and agreements obligations hereunder and to the following additional conditions: (a) If the Original Registration Statement or any amendment thereto filed prior to the Firm Closing Date has not been declared effective as filing of the time of execution hereof, the Original Registration Statement or such amendment and, if the Company has elected to rely upon Rule 462(b), the Rule 462(b) Registration Statement shall have been declared effective not later than the earlier of (i) 11:00 A.M., New York time, on the date on which the amendment to the registration statement originally filed with respect to the Securities or to the Registration Statement, as the case may be, containing information regarding the initial public offering price of the Securities has been filed with the Commission and (ii) the time confirmations are sent or given as specified by Rule 462(b)(2)Prospectus, or with respect to the Original Registration Statement, or such later time and date as shall have been consented to by the Representatives; if required, the Prospectus or any Term Sheet that constitutes a part thereof and any amendment or supplement thereto thereto, or any Issuer Free Writing Prospectus, is required under the Securities Act or the Rules and Regulations, the Company shall have been filed the Prospectus (or such amendment or supplement) or such Issuer Free Writing Prospectus with the Commission in the manner and within the time period so required by Rules 434 and 424(b(without reliance on Rule 424(b)(8) or 164(b) under the Securities Act); the Registration Statement shall remain effective; no stop order suspending the effectiveness of the Registration Statement or any part thereof, or any amendment thereto thereof, nor suspending or preventing the use of the Time of Sale Disclosure Package, the Prospectus or any Issuer Free Writing Prospectus shall have been issued, and ; no proceedings for that purpose the issuance of such an order shall have been instituted initiated or threatened or, to the knowledge of the Company or the Representatives, shall be contemplated by the Commissionthreatened; and the Company shall have complied with any request of the Commission or the Underwriter for additional information (to be included in the Registration Statement or Statement, the Time of Sale Disclosure Package, the Prospectus, any Issuer Free Writing Prospectus or otherwise)) shall have been complied with to the Underwriter’s satisfaction. (b) If the Company has elected to rely upon Rule 430B, the information concerning the public offering price of the Shares and price-related information, and such other information omitted from the Prospectus in reliance on Rule 430B, shall have been filed with the Commission pursuant to Rule 424(b) in the manner and within the prescribed time period (without reliance on Rule 424(b)(8)) and the Company will provide evidence satisfactory to the Representative of such timely filing (or a post-effective amendment providing such information shall have been filed and declared effective in accordance with the requirements of Rules 430B and 424(b)). (c) FINRA shall have raised no objections to the fairness and reasonableness of the underwriting terms and arrangements. (d) The Representatives Underwriter shall not have reasonably determined, and advised the Company, that the Registration Statement, the Time of Sale Disclosure Package or the Prospectus, or any amendment thereof or supplement thereto, or any Issuer Free Writing Prospectus, contains an untrue statement of fact which, in the Underwriter’s reasonable opinion, is material, or omits to state a fact which, in the Underwriter’s reasonable opinion, is material and is required to be stated therein or necessary to make the statements therein not misleading. (e) Except as contemplated in the Time of Sale Disclosure Package or in the Prospectus, subsequent to the respective dates as of which information is given in the Time of Sale Disclosure Package, neither the Company nor any of its Subsidiaries shall have incurred any material liabilities or obligations, direct or contingent, or entered into any material transactions, or declared or paid any dividends or made any distribution of any kind with respect to its capital stock; and there shall not have been any change in the capital stock of the Company (other than a change in the number of outstanding shares of Common Stock due to forfeiture of equity awards, the issuance of shares upon the exercise of outstanding options, stock appreciation rights or warrants, or the vesting of restricted stock units or restricted stock, or any issuance of options, stock appreciation rights, restricted stock units, restricted stock, warrants, convertible securities or other rights to purchase the capital stock of the Company) any Material Adverse Effect (whether or not arising in the ordinary course of business), or any loss by strike, fire, flood, earthquake, accident or other calamity, whether or not covered by insurance, incurred by the Company or any Subsidiary, the effect of which, in any such case described above, in the reasonable judgment of the Underwriter, makes it impractical or inadvisable to offer or deliver the Shares, on the terms and in the manner contemplated in the Time of Sale Disclosure Package, the Registration Statement and in the Prospectus. (f) On the Closing Date, there shall have been furnished to the Underwriter an opinion of New Jersey counsel and an opinion and negative assurance letter of Kxxx Xxxxxxx LLP, each dated the Closing Date and addressed to the Underwriter, in form and substance reasonably satisfactory to the Underwriter, which in the aggregate address the items set forth in Schedule III. (g) On the Closing Date, there shall have been furnished to the Underwriter the opinion of Cxxxxx Xxxxxxxx Xxxxx & Hxxxxxxx, LLP counsel to the Selling Stockholder, dated the Closing Date and addressed to the Underwriter, in form and substance reasonably satisfactory to the Underwriter, to the effect set forth in Schedule IV. (h) The Underwriter shall have received an opiniona letter of KPMG LLP, on the date hereof and on the Closing Date addressed to the Underwriter, confirming that they are independent public accountants within the meaning of the Securities Act and are in compliance with the applicable requirements relating to the qualifications of accountants under Rule 2-01 of Regulation S-X of the Commission, and confirming, as of the date of each such letter (or, with respect to matters involving changes or developments since the respective dates as of which specified financial information is given in the Time of Sale Disclosure Package, as of a date not prior to the date hereof or more than five days prior to the date of such letter), the conclusions and findings of said firm with respect to the financial information and other matters reasonably required by the Underwriter. (i) On the Closing Date, there shall have been furnished to the Underwriter a certificate, dated the Firm Closing DateDate and addressed to the Underwriter, signed by the chief executive officer and the chief financial officer of Gardere Wynnx Xxxxxx & Xiggx, X.L.P., counsel for the Company, Seitel and EHIin their capacity as officers of the Company, to the effect that: (i) The representations and warranties of the Company in this Agreement are true and correct, in all material respects, as if made at and as of the Closing Date, and the Company has complied with all the agreements and satisfied all the conditions on its part to be performed or satisfied at or prior to the Closing Date; (ii) No stop order or other order (A) suspending the effectiveness of the Registration Statement or any part thereof or any amendment thereof, (B) suspending the qualification of the Shares for offering or sale, or (C) suspending or preventing the use of the Time of Sale Disclosure Package, the Prospectus or any Issuer Free Writing Prospectus, has been issued, and no proceeding for that purpose has been instituted or, to their knowledge, is contemplated by the Commission or any state or regulatory body; and (iii) There has been no occurrence of any event resulting or reasonably likely to result in a Material Adverse Effect during the period from and after the date of this Agreement and prior to the Closing Date. (j) On the Closing Date, there shall have been furnished to the Underwriter certificates, dated the Closing Date and addressed to the Underwriter, signed by the Selling Stockholder, to the effect that the representations and warranties of the Selling Stockholder in this Agreement are true and correct, in all material respects, as if made at and as of the Closing Date, and the Selling Stockholder has complied with all the agreements and satisfied all the conditions on its part to be performed or satisfied at or prior to the Closing Date. (k) The Company and the Selling Stockholder shall have furnished to the Underwriter and its counsel such additional documents, certificates and evidence as the Underwriter or its counsel may have reasonably requested. If any condition specified in this Section 7 shall not have been fulfilled when and as required to be fulfilled, this Agreement may be terminated by the Underwriter by notice to the Company and each the Selling Stockholder at any time at or prior to the Closing Date and such termination shall be without liability of Eagle Geophysical Onshoreany party to any other party, Inc.except that Section 6(b)(i), a Delaware corporation, Section 8 and Eagle Geophysical Offshore, Inc. (formerly known as Horizon Seismic,Section 9 shall survive any such termination and remain in full force and effect.

Conditions of the Underwriters’ Obligations. The several obligations of the several Underwriters to purchase and pay for the Firm Securities shall be subject, in the Representatives' sole discretion, to the accuracy of the representations and warranties of the parties hereto contained herein as of the date hereof and as of the Firm Closing Date, as if made on and as of the Firm Closing Date, to the accuracy of the statements of the Company and the Selling Securityholders made pursuant to the provisions hereof, to the performance by the parties hereto of their respective covenants and agreements hereunder and are subject to the following additional conditions: (a) If the Original Registration Statement or any amendment thereto filed prior to the Firm Closing Date has not been declared effective as of the time of execution hereof, the Original Registration Statement or such amendment and, if the Company has elected to rely upon Rule 462(b), the Rule 462(b) The Registration Statement shall have been declared become effective not later than the earlier of (i) 11:00 A.M., New York time, on the date on which the amendment to the registration statement originally filed with respect to the Securities or to the Registration Statement, as the case may be, containing information regarding the initial public offering price of the Securities has been filed with the Commission and (ii) the time confirmations are sent or given as specified by Rule 462(b)(2), or with respect to the Original Registration Statement, or such later time and date as shall have been consented to by the Representatives; if required, the Prospectus or any Term Sheet that constitutes a part thereof and any amendment or supplement thereto shall have been filed with the Commission in the manner and within the time period required by Rules 434 and 424(b) under the Act; Act and, at the Closing Date, no stop order suspending the effectiveness of the Registration Statement or any amendment thereto the qualifications of the Shares shall have been issued, issued and no proceedings for that purpose shall have been instituted or threatened before or, to the knowledge of the Company Company, the Selling Stockholders, or the Representatives, shall be contemplated by the Commission; and the Company shall have complied with Commission or any request of the Commission for additional information (to be included in the Registration Statement state securities or the Prospectus “Blue Sky” commissioner or otherwise)authority. (b) At each Closing Date, (i) the representations and warranties of the Company and the Selling Stockholders contained in this Agreement shall be true and correct with the same effect as if made on and as of such Closing Date and the Company and the Selling Stockholders shall have performed all of the obligations and complied with all of the conditions hereunder on their part to be performed or complied with on or prior to the Closing Date; (ii) the Registration Statement, each preliminary prospectus and the Prospectus and any amendments or supplements thereto shall in all material respects conform to the requirements of the Act and the Rules and Regulations, and neither the Registration Statement, any preliminary prospectus or the Prospectus, or any amendment or supplement thereto, shall contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading; (iii) there shall have been, since the respective dates as of which information is given, no material adverse change in the condition (financial or otherwise), business, prospects or results of operations of the Company and its subsidiaries, taken as a whole, from that set forth in the Registration Statement, each preliminary prospectus and the Prospectus, except changes that the Registration Statement indicates might occur after the effective date of the Registration Statement, and neither the Company nor any of its Subsidiaries shall have incurred any material liabilities or material obligations, direct or contingent, or entered into any material transaction, contract or agreement not in the ordinary course of business other than as referred to or contemplated in the Registration Statement; and (iv) except as set forth in each preliminary prospectus and the Prospectus, no action, suit or proceeding at law or in equity shall be pending or, to the Company’ knowledge, threatened against the Company or any of its Subsidiaries that would be required to be set forth in the Registration Statement, and no proceedings shall be pending or, to the Company’ knowledge, threatened against the Company or any of its Subsidiaries before or by any commission, board or administrative agency in the United States or elsewhere, wherein an unfavorable decision, ruling or finding could reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect; and you shall have received at each Closing Date, a certificate of the principal executive officer and the principal financial or accounting officer of the Company, dated as of such Closing Date, evidencing compliance with the provisions of this Subsection 6(b), and confirming the accuracy of the representations of the Company set forth in Section 1 hereof and confirming that all conditions set forth herein to be met by the Company have been met as of such date. (c) At each Closing Date the Representative shall have received a certificate of the Company signed by the Secretary of the Company, dated the Closing Date certifying: (i) that the Certificate of Incorporation are true and complete, have not been modified and are in full force and effect; (ii) that the resolutions of the Company’s Board of Directors relating to the public offering contemplated by this Agreement are in full force and effect and have not been modified; (iii) all correspondence between the Company or its counsel and the Commission; and (iv) as to the incumbency of the officers of the Company. The documents referred to in such certificate shall be attached to such certificate. (d) No Underwriter shall have discovered and disclosed to the Company or any Selling Stockholder prior to any Closing Date that the Registration Statement, any preliminary prospectus or the Prospectus or any amendment or supplement thereto, contains an untrue statement of a fact that in the reasonable opinion of counsel to the Representatives is material, or omits to state any material fact required to be stated therein or necessary in order to make the statements therein not misleading. (e) On each Closing Date, you shall have received the signed opinion, dated as of such date, of K&L Gates LLP, counsel to the Company, in the form attached hereto as ANNEX B, addressed to the Representatives and reasonably satisfactory to the Representatives, together with signed or photostatic copies thereof for each of the other Underwriters. (f) On each Closing Date, you shall have received the favorable opinion of Han Kun Law Offices, PRC counsel to the Company, in the form attached hereto as ANNEX C addressed to the Representatives and reasonably satisfactory to the Representatives, together with signed or photostatic copies thereof for each of the other Underwriters. (g) On each Closing Date, you shall have received the favorable opinion of Cxxxxxx Dxxx & Pxxxxxx, BVI counsel to the Company, in the form attached hereto as ANNEX D addressed to the Representatives and reasonably satisfactory to the Representatives, together with signed or photostatic copies thereof for each of the other Underwriters (h) At the time of the signing of this Agreement and on each Closing Date, you shall have received signed comfort letters, dated, respectively, as of each such date, from Kxxxxxxx & Company Certified Public Accountants PC and Mxxxxx Xxxxxx, LLP, addressed to the Underwriters (with executed copies for each of the Underwriters) in the forms heretofore approved by counsel for the Underwriters. (i) As of the effective date of the Registration Statement, the Common Stock shall be listed on the NYSE Amex, subject to official notice of issuance. (j) FINRA shall have confirmed that it has not raised any objection with respect to the fairness and reasonableness of the underwriting terms and arrangements for this offering. (k) The Representative covenants with the Company that the Underwriters will not use, authorize the use of, refer to, or participate in the planning for the use of a “free writing prospectus” as defined in Rule 405 under the 1933 Act, which term includes use of any written information furnished by the Commission to the Company and not incorporated by reference into the Registration Statement. (l) At the date of this Agreement, the Representatives shall have received an opinionagreement substantially in the form of ANNEX A hereto signed by the persons listed on Schedule C hereto, dated and such agreements shall be in full force and effect on the Firm Closing Date. (m) All proceedings taken at or prior to each Closing Date in connection with the sale of the Shares shall be reasonably satisfactory in form and substance to you and counsel to the several Underwriters, and at the time of signing this Agreement and on the Closing Date, you and such counsel shall have received each and every additional document, letter, opinion, certificate or other item dated and executed in a manner reasonably satisfactory to you and such counsel, as you or such counsel may reasonably request in connection with each preliminary prospectus, the Prospectus, the Registration Statement, the offer and sale of Gardere Wynnx Xxxxxx & Xiggxthe Shares hereunder, X.L.P., counsel for or proceedings at the Company, Seitel and EHI, to the effect that:Closing Date. (in) The Company shall have cancelled warrants held by WestPark Capital Financial Services, LLC in accordance with Section 3(e) of this Agreement. If any of the conditions herein provided for in this Section shall not have been fulfilled as of the date indicated, all obligations of the several Underwriters under this Agreement may be cancelled by the Representatives by notifying the Company and each the Selling Stockholders of Eagle Geophysical Onshoresuch cancellation on or prior to the applicable Closing Date. The Representatives may in their sole discretion waive on behalf of the Underwriters compliance with any conditions to the obligations of the Underwriters hereunder, Inc.whether in respect of the First Closing Date, a Delaware corporation, and Eagle Geophysical Offshore, Inc. (formerly known as Horizon Seismic,an Additional Closing Date or otherwise.

Conditions of the Underwriters’ Obligations. The respective obligations of the several Underwriters to purchase and pay for the Firm Securities Shares shall be subject, in the Representatives' sole discretion, subject to the accuracy of the representations and warranties of the parties hereto contained Company herein as of the date hereof and as of the Firm Closing Date, Date as if made on and as of the Firm Closing Date, to the accuracy of the statements of the Company and the Selling Securityholders Company's officers made pursuant to the provisions hereof, to the performance by the parties hereto Company and the Selling Shareholders of all of their respective covenants and agreements hereunder and to the following additional conditions: (a) If the Original The Registration Statement or any amendment and all post-effective amendments thereto filed prior to the Firm Closing Date has not been declared effective as of the time of execution hereof, the Original Registration Statement or such amendment and, if the Company has elected to rely upon Rule 462(b), the Rule 462(b) Registration Statement shall have been declared become effective not later than the earlier of (i) 11:00 A.M.5:30 P.M., New York Washington, D.C. time, on the day following the date on which the amendment to the registration statement originally filed with respect to the Securities or to the Registration Statement, as the case may be, containing information regarding the initial public offering price of the Securities has been filed with the Commission and (ii) the time confirmations are sent or given as specified by Rule 462(b)(2), or with respect to the Original Registration Statementthis Agreement, or such later time and date as shall have been consented to by the Representatives; if required, Representatives and all filings required by Rule 424 and Rule 430A of the Prospectus or any Term Sheet that constitutes a part thereof and any amendment or supplement thereto Securities Act Rules shall have been filed with the Commission in the manner and within the time period required by Rules 434 and 424(b) under the Actmade; no stop order suspending the effectiveness of the Registration Statement or any amendment thereto shall have been issued, issued and no proceedings for that purpose shall have been instituted or threatened or, to the knowledge of the Company or the RepresentativesUnderwriters, shall be contemplated by the Commission; and the Company shall have complied with any request of the Commission for additional information (to be included in the Registration Statement or the Final Prospectus or otherwise)) shall have been complied with to the Representatives' satisfaction; and the NASD, upon review of the terms of the public offering of the Shares, shall not have objected to such offering, such terms or the Underwriters' participation in the same. (b) No Representative shall have advised the Company that the Registration Statement, Preliminary Prospectus, the Effective Prospectus or Final Prospectus, or any amendment or any supplement thereto, contains an untrue statement of fact which, in the Representatives' reasonable judgment, is material, or omits to state a fact which, in the Representatives' reasonable judgment, is material and is required to be stated therein or necessary to make the statements therein not misleading and the Company shall not have cured such untrue statement of fact or stated a statement of fact required to be stated therein. (c) The Representatives shall have received an opinion, dated the Firm Closing Date, of Gardere Wynnx from Wallxx Xxxsxxx Xxxxxx & XiggxXavix, X.L.P., counsel xxunsel for the Company, Seitel and EHI, to the effect that: (i) The Company has been duly incorporated and is validly existing as a corporation under the laws of the State of Tennessee, with corporate power and authority to own its properties and conduct its business as now conducted as described in the Final Prospectus, and is duly qualified to do business as a foreign corporation in good standing in all other jurisdictions where the failure to so qualify would have a material adverse effect upon the Company. (ii) As of the dates specified therein, the Company had historically authorized and issued capital stock as set forth under the caption "Capitalization" in the Final Prospectus. All of the outstanding shares of Common Stock have been duly authorized and are validly issued, fully paid and nonassessable, and the Shares to be sold by the Company have been duly authorized, and upon issuance thereof and payment therefor as provided herein, will be validly issued, fully paid and nonassessable; none of the issued shares have been issued in violation of or subject to any preemptive rights provided for by law, any agreement known to such counsel or the Company's Charter. To such counsel's knowledge, the Company does not have outstanding any options to purchase, or any rights or warrants to subscribe for, or any securities or obligations convertible into, or any contracts or commitments to issue or sell any shares of capital stock, and there are no preemptive rights or other rights to subscribe for or purchase any shares of the capital stock of the Company, or any restriction upon the transfer of, the Shares pursuant to the Company's charter or bylaws or any agreement or other instrument known to such counsel to which the Company is a party or by which it may be bound, except as described in the Effective Prospectus and Final Prospectus. Neither the filing of the Registration Statement nor the offer or sale of the Shares as contemplated by this Agreement gives rise to any rights, other than those which have been waived or satisfied, for or relating to the registration of any Common Stock or any other securities of the Company. The Underwriters will receive good and marketable title to the Shares to be issued and delivered by the Company pursuant to this Agreement, free and clear of all liens, encumbrances, claims, security interests, restrictions, shareholders agreements, voting trusts and the rights of any third party whatsoever. The capital stock of the Company and the Shares conform to the description thereof contained in the Final Prospectus. All offers and sales of the Company's interests and securities prior to the date hereof were made in reliance upon available exemptions from the registration requirements of the Securities Act and the registration requirements of applicable state securities or Blue Sky laws or, if not exempt, properly registered in compliance with such laws. (iii) The form of stock certificate to be used to evidence the Common Stock will be in due and proper form and will comply with all applicable legal requirements under the Tennessee Business Corporation Act. (iv) No consent, approval, authorization or order of any court or governmental agency or body or third party is required for the performance of this Agreement by the Company or the consummation by the Company of the transactions contemplated hereby, except such as have been obtained under the Securities Act and such as may be required by the NASD and under state securities or Blue Sky laws in connection with the purchase and distribution of the Shares by several Underwriters, as to which such counsel need not express an opinion. The performance of this Agreement by the Company and the consummation by the Company of the transactions contemplated hereby will not conflict with or result in a breach or violation by the Company of any of the terms or provisions of, or constitute a default by the Company under, any material indenture, mortgage, deed of trust, loan agreement, lease or other agreement or instrument to which the Company is a party or to which the Company or its properties is subject, the Charter or bylaws of the Company, any statute, or any judgment, decree, order, rule or regulation of any court or governmental agency or body applicable to the Company. (v) The Company has full legal right and all corporate power and authority to enter into this Agreement and to issue, sell and deliver the Shares to be sold by it to the Underwriters as provided herein, and this Agreement has been duly authorized, executed and delivered by the Company and constitutes the valid and legally binding obligation of the Company enforceable against the Company in accordance with its terms. (vi) Except as described in the Final Prospectus, there is not pending or threatened, any action, suit, proceeding, inquiry or investigation, to which the Company is a party, or to which the property of the Company is subject, before or brought by any court or governmental agency or body, which, if determined adversely to the Company, could likely result in any material adverse change in the business, financial position, net worth or results of operations, or could materially adversely affect the properties or assets, of the Company. (vii) No default exists, and no event has occurred which with notice or after the lapse of time to cure or both, would constitute a default, in the due performance and observance of any term, covenant or condition of any material indenture, mortgage, deed of trust, loan agreement, lease or other agreement or instrument to which the Company is a party or to which its respective properties are subject, or of the charter or bylaws of the Company. (viii) There are no contracts or documents of the Company known to such counsel which are required to be filed as exhibits to the Registration Statement by the Securities Act or by the Rules and Regulations which have not been so filed. (ix) The Company is not an "investment company" or an entity "controlled" by an "investment company," as such terms are defined in the Investment Company Act of 1940, as amended. (x) The Registration Statement and all post-effective amendments thereto have become effective under the Securities Act, and, no stop order suspending the effectiveness of the Registration Statement has been issued and no proceedings for that purpose have been instituted or are threatened, pending or contemplated by the Commission. All filings required by Rule 424 and Rule 430A of the Rules and Regulations have been made; the Registration Statement, the Effective Prospectus and Final Prospectus, and any amendments or supplements thereto, as of their respective effective or issue dates, complied as to form in all material respects with the requirements of the Securities Act and the Rules and Regulations; the descriptions in the Registration Statement, the Effective Prospectus and the Final Prospectus of statutes, regulations, legal and governmental proceedings, and contracts and other documents are accurate in all material respects and present fairly in all material respects the information purported to be summarized; and counsel does not know of any pending or threatened legal or governmental proceedings, statutes or regulations required to be described in the Final Prospectus which are not described as required nor of any contracts or documents of a character required to be described in the Registration Statement or the Final Prospectus or to be filed as exhibits to the Registration Statement which are not described and filed as required. In addition to the matters set forth above, such opinion shall also include a statement to the effect that nothing has come to the attention of such counsel which leads them to believe that the Registration Statement, the Effective Prospectus and the Final Prospectus or any amendment or supplement thereto contains an untrue statement of a material fact or omits to state a material fact necessary to make the statements therein not misleading in light of the circumstances under which they were made (except that such counsel need express no view as to financial statements, schedules and other financial or statistical information included therein). (d) The Representatives shall have received an opinion, dated the Closing Date, of counsel for the Selling Shareholders, reasonably acceptable to the Representatives, to the effect that: (i) This Agreement and the Custody Agreement and Power of Attorney have been duly authorized (in the case of corporate or partnership Selling Shareholders), executed and delivered by or on behalf of each of Eagle Geophysical Onshorethe Selling Shareholders and constitute valid and binding agreements of such Selling Shareholders in accordance with their terms, Inc.subject to limits on remedies, specific performance and bankruptcy and insolvency laws. (ii) The sale of the Shares to be sold by each Selling Shareholder hereunder and the compliance by such Selling Shareholder with all of the provisions of this Agreement, the Custody Agreement and the Power of Attorney and the consummation of the transactions herein and therein contemplated will not conflict with or result in a breach or violation of any terms or provisions of, or constitute a default under any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which such Selling Shareholder is a party or by which such Selling Shareholder is bound or to which any of the property or assets of such Selling Shareholder is subject, or any statute, order, rule or regulation of any court or governmental agency or body applicable to such Selling Shareholder or the property of such Selling Shareholder. (iii) No consent, approval, authorization or order of any regulatory, administrative or other governmental body is required for the consummation of the transactions contemplated by this Agreement in connection with the Shares to be sold by each Selling Shareholder hereunder, except which have been duly obtained and in full force and effect, such as have been obtained under the Securities Act and such as may be required under state securities or Blue Sky laws in connection with the purchase and distribution of such Shares by the Underwriters, as to which such counsel need express no opinion. (iv) Each of the Selling Shareholders has the full right, power and authority to sell, transfer and deliver such Shares pursuant to this Agreement. By delivery of a certificate or certificates therefor, the Selling Shareholders will transfer to the Underwriters valid title to such shares, free and clear of any pledge, lien, security interest, charge, claim, equity or encumbrance of any kind. The opinions to be rendered pursuant to paragraphs (c) and (d) may be limited to federal law, and as to foreign and state law matters, to the laws of the states or jurisdictions in which such counsel is admitted to practice. Such counsel may rely upon opinions of other counsel in rendering such opinions provided that such counsel shall state that they believe that both the Representatives and they are justified in relying upon such opinions and that such counsel is reasonably satisfactory to you. (e) The Underwriters shall have received an opinion or opinions, dated the Closing Date, of Stokxx & Xartxxxxxxx, X.A., counsel for the Underwriters, with respect to the Registration Statement and the Final Prospectus, and such other related matters as the Underwriters may require, and the Company shall have furnished to such counsel such documents as they may reasonably request for the purpose of enabling them to pass upon such matters. (f) The Representatives shall have received from Coopers & Lybrxxx, X.L.P. a letter dated the date hereof and, at the Closing Date, a Delaware corporationsecond letter dated the Closing Date, in form and substance satisfactory to the Representatives, stating that they are independent public accountants with respect to the Company and its subsidiaries within the meaning of the Securities Act and the applicable Rules and Regulations, and Eagle Geophysical Offshore, Inc. (formerly known as Horizon Seismic,containing statements and information of the type ordinarily included in accountants' "comfort letters" to underwriters with respect to the financial statements and certain financial information of the Company contained in the Registration Statement and the Prospectus.

Conditions of the Underwriters’ Obligations. The obligations of the several Underwriters to purchase and pay for the Firm Securities shall be subject, in the Representatives' sole discretion, to the accuracy of the representations and warranties of the parties hereto Company and each Selling Securityholder contained herein as of the date hereof and as of the Firm Closing Date, as if made on and as of the Firm Closing Date, to the accuracy of the statements of the Company Company's and the each Selling Securityholders Securityholder's officers made pursuant to the provisions hereof, to the performance by the parties hereto Company and each Selling Securityholder of their respective its covenants and agreements hereunder and to the following additional conditions: (a) If the Original Registration Statement or any amendment thereto filed prior to the Firm Closing Date has not been declared effective as of the time of execution hereof, the Original Registration Statement or such amendment and, if the Company has elected to rely upon Rule 462(b), the Rule 462(b) Registration Statement shall have been declared effective not later than the earlier of (i) 11:00 A.M., New York time, on the date on which the amendment to the registration statement originally filed with respect to the Securities or to the Registration Statement, as the case may be, containing information regarding the initial public offering price of the Securities has been filed with the Commission and (ii) the time confirmations are sent or given as specified by Rule 462(b)(2), or with respect to the Original Registration Statement, or such later time and date as shall have been consented to by the Representatives; if required, the Prospectus or any Term Sheet that constitutes a part thereof and any amendment or supplement thereto shall have been filed with the Commission in the manner and within the time period required by Rules 434 and 424(b) under the Act; no stop order suspending the effectiveness of the Registration Statement or any amendment thereto shall have been issued, and no proceedings for that purpose shall have been instituted or threatened or, to the knowledge of the Company or the Representatives, shall be contemplated by the Commission; and the Company shall have complied with any request of the Commission for additional information (to be included in the Registration Statement or the Prospectus or otherwise). (b) The Representatives shall have received an opinion, opinion dated the Firm Closing Date, of Gardere Wynnx Xxxxxx Bakex & XiggxXottx, X.L.P., counsel for the Company, Seitel and EHI, to the effect that: (i) the execution and delivery of this Agreement has been duly authorized by all necessary corporate action of the Company and each this Agreement has been duly executed and delivered by the Company (ii) the Firm Securities have been duly authorized by all necessary corporate action of Eagle Geophysical Onshorethe Company and, Inc.when issued and delivered to and paid for by the Underwriters pursuant to this Agreement, will be validly issued, fully paid and nonassessable; (iii) the statements set forth under the heading "Description of Capital Stock" in the Prospectus, insofar as such statements purport to summarize certain provisions of the capital stock of the Company, provide a Delaware corporationfair summary in all material respects of such provisions; and the statements set forth under the headings "Business--Regulation," "Business--Royalty Matters," "Business--Environmental Matters," "Business--Legal Proceedings--NYLOG Litigation" and "Business--Legal Proceedings--KN Litigation" in the Prospectus, insofar as such statements constitute a summary of the legal matters, documents or proceedings referred to therein, provide a fair summary in all material respects of such legal matters, documents and Eagle Geophysical Offshore, Inc. (formerly known as Horizon Seismic,proceedings;

Conditions of the Underwriters’ Obligations. The obligations of the several Underwriters to purchase and pay for the Firm Securities shall be subject, in the Representatives' sole discretion, to the accuracy of the representations and warranties of the parties hereto Company and the Operating Partnership contained herein as of the date hereof and as of the Firm Closing Date, as if made on and as of the Firm Closing Date, to the accuracy of the statements of the Company and the Selling Securityholders Company's officers made pursuant to the provisions hereof, to the performance by the parties hereto Company and the Operating Partnership of their respective covenants and agreements hereunder and to the following additional conditions: (a) If the Original Registration Statement or any amendment thereto filed prior to the Firm Closing Date has not been declared effective as of the time of execution hereof, the Original Registration Statement or such amendment and, if the Company has elected to rely upon Rule 462(b), the Rule 462(b) Registration Statement shall have been declared effective not later than the earlier of (i) 11:00 A.M., New York time, on the date on which the amendment to the registration statement originally filed with respect to the Securities or to the Registration Statement, as the case may be, containing information regarding the initial public offering price of the Securities has been filed with the Commission and (ii) the time confirmations are sent or given as specified by Rule 462(b)(2), or with respect to the Original Registration Statement, or such later time and date as shall have been consented to by the Representatives; if required, the Prospectus or any Term Sheet that constitutes a part thereof and any amendment or supplement thereto shall have been filed with the Commission in the manner and within the time period required by Rules 434 and 424(b) under the Act; no stop order suspending the effectiveness of the Registration Statement or any amendment thereto shall have been issued, and no proceedings for that purpose shall have been instituted or threatened or, to the knowledge of the Company or the Representatives, shall be contemplated by the Commission; and the Company shall have complied with any request of the Commission for additional information (to be included in the Registration Statement or the Prospectus or otherwise). (b) The Representatives shall have received an opinion, dated the Firm Closing Date, of Gardere Wynnx Xxxxxx Winston & Xiggx, X.L.P.Xxxxxx, counsel for the Company, Seitel Company and EHIits subsidiaries, to the effect that: (i) the Company has been duly organized and is validly existing as a trust in good standing under the laws of the state of Maryland and is duly qualified to transact business as a foreign trust and is in good standing under the laws of all other jurisdictions where the ownership or leasing of its properties or the conduct of its business requires such qualification, except where the failure to be so qualified does not amount to a material liability or disability to the Company and the Subsidiaries, taken as a whole. The Operating Partnership has been duly organized and is validly existing as a limited partnership in good standing under the laws of the State of Delaware and is duly qualified to transact business as a foreign limited partnership and is in good standing under the laws of all other jurisdictions where the ownership or leasing of its properties or the conduct of its business requires such qualification, except where the failure to be so qualified does not amount to a material liability or disability to the Company and the Subsidiaries, taken as a whole. Each of the subsidiaries of the Company listed in Exhibit 22.1 to the Registration Statement (the "Subsidiaries") has been duly organized and is validly existing as a corporation in good standing under the laws of its respective jurisdiction of incorporation and is duly qualified to transact business as a foreign corporation and is in good standing under the laws of all other jurisdictions where the ownership or leasing of their respective properties or the conduct of their respective businesses requires such qualification, except where the failure to be so qualified does not amount to a material liability or disability to the Company and the Subsidiaries, taken as a whole. (ii) the Company and each of Eagle Geophysical Onshorethe Subsidiaries have trust, Inc., a Delaware corporationcorporate or partnership power (as the case may be) to own or lease their respective properties and conduct their respective businesses as described in the Registration Statement and the Prospectus, and Eagle Geophysical Offshoreeach of the Company and the Operating Partnership has trust or partnership power (as the case may be) to enter into this Agreement and to carry out all the terms and provisions hereof to be carried out by it; (iii) the issued shares of capital stock of the Services Company have been duly authorized and validly issued, Inc. are fully paid and nonassessable and, except as otherwise set forth in the Prospectus, are owned beneficially by the Company free and clear of any perfected security interests or any other security interests, liens, encumbrances, equities or claims; the issued shares of capital stock of the Finance Company have been duly authorized and validly issued, are fully paid and nonassessable and are owned of record and, to the knowledge of such counsel, beneficially by the Company free and clear of any perfected security interests or any other security interests, liens, encumbrances, equities or claims; the partnership agreement of the Finance Partnership has been duly authorized, executed and delivered by the Finance Company, as its general partner, and constitutes the valid and binding obligation of the Finance Company, as its general partner; such partnership agreement reflects the Finance Company as the sole general partner of the Finance Partnership and the Operating Partnership as the sole limited partner of the Finance Partnership; (formerly iv) the authorized, issued and outstanding capital stock of the Company is as set forth under the caption "Capitalization" in the Prospectus; all necessary and proper corporate proceedings have been taken in order to authorize validly the Common Shares referred to therein; all outstanding Common Shares (including the Firm Securities, when issued and paid for by the Underwriters in accordance with the terms of this Agreement) have been (or, in the case of the Firm Securities, will be) duly and validly issued, are fully paid and nonassessable, have been issued in compliance with the registration requirements of federal securities laws (or pursuant to an exemption therefrom), were not issued in violation of or subject to, under the Company's charter or Maryland law or any agreement to which the Company is a party and which is known to such counsel, any preemptive rights or other rights to subscribe for or purchase any securities, and conform to the description thereof contained in the Prospectus; no holders of outstanding shares of capital stock of the Company are entitled under the Company's charter or Maryland law or any agreement to which the Company is a party and which is known to such counsel, as Horizon Seismic,such, to any preemptive or other rights to subscribe for any of the Firm Securities; and no holders of securities of the Company are entitled to have such securities registered under the Registration Statement; (v) the Common Units issued in connection with the Formation Transactions, including, without limitation, the Common Units issued to the Company, were duly authorized for issuance by the Operating Partnership to the holders thereof; the Common Units issued to the Company, upon contribution of cash in the amount specified in the Operating Partnership Agreement, will be validly issued; the Common Units issued to the Limited Partners in connection with the Formation Transactions, upon delivery of the consideration specified in the [ ] Agreement (identified on Schedule 3 hereto), will be validly issued. The issuance of the Common Units to the Limited Partners at or prior to the Firm Closing Date as contemplated in the [ ] Agreement is or was (as the case may be) exempt from registration under the Act. The terms of the Common Units conform in all material respects to the description thereof and all statements related thereto contained in the Prospectus. The issuances of securities described in Items 31 and 32 of the Registration Statement were not at the time of issue, and are not as of the Firm Closing Date, required to be registered under the Act; (vi) the Formation Transactions constitute a transaction in which the securities issued or exchanged are not required to be and are not registered under the Act, and therefore, pursuant to the exception provided by Item 901 (c)(2)(ii) of Regulation S-K under the Act ("Regulation S-K"), do not constitute a "roll-up transaction" within the meaning of Item 901 (c)(1) of Regulation S-K. For purposes of this paragraph, "Formation Transactions" shall be limited to (i) the formation of the Company, (ii) the formation of the Operating Partnership, (iii) the formation, capitalization and issuance of capital stock of the Services Company and (iv) the contribution of the Properties to the Operating Partnership in exchange for the Common Units representing limited partnership interests therein pursuant to the terms and conditions as set forth in the [ ] Agreement. (vii) except as disclosed in the Registration Statement and the Prospectus, to the knowledge of such counsel there are no outstanding (A) securities, equity interests or obligations of the Company or any of the Subsidiaries convertible into or exchangeable for any capital stock or equity interests (as the case may be) of the Company or any such Subsidiary, (B) warrants, rights or options to subscribe for or purchase from the Company to any such Subsidiary any such capital stock or equity interests or any such convertible or exchangeable securities, equity interests or obligations, or (C) obligations of the Company or any such Subsidiary to issue an shares of capital stock, equity interests, any such convertible or exchangeable securities, equity interests or obligations, or any such warrants, rights or options; (viii) the statements set forth under the headings "Business and Properties-Legal Proceedings", "Description of Shares of Beneficial Interest", "Structure and Formation of the Company", "Certain Relationships and Transactions", "Partnership Agreement", "Certain Provisions of Maryland Law and of the Company's Declaration of Trust

Conditions of the Underwriters’ Obligations. The obligations of the several Underwriters to purchase and pay for the Firm Securities as provided herein shall be subject, in the Representatives' sole discretion, subject to the accuracy in all material respects as of the date of the Terms Agreement and the Closing Date (as if made at the Closing Date), of the representations and warranties of the parties hereto contained herein as of the date hereof and as of the Firm Closing Date, as if made on and as of the Firm Closing Date, to the accuracy of the statements of the Company and the Selling Securityholders made pursuant to the provisions hereofherein, to the performance by the parties hereto Company in all material respects of their respective covenants and agreements hereunder its obligations hereunder, and to the following additional conditions: (a) If the Original Registration Statement or any amendment thereto filed prior to the Firm Closing Date has not been declared effective as of the time of execution hereof, the Original Registration Statement or such amendment and, if the Company has elected to rely upon Rule 462(b), the Rule 462(b) Registration Statement shall have been declared effective not later than the earlier of (i) 11:00 A.M., New York time, on the date on which the amendment to the registration statement originally filed with respect to the Securities or to the Registration Statement, as the case may be, containing information regarding the initial public offering price of the Securities has been filed with the Commission and (ii) the time confirmations are sent or given as specified by Rule 462(b)(2), or with respect to the Original Registration Statement, or such later time and date as shall have been consented to by the Representatives; if required, the Prospectus or any Term Sheet that constitutes a part thereof and any amendment or supplement thereto shall have been filed with the Commission in the manner and within the time period required by Rules 434 and 424(b) under the Act; no No stop order suspending the effectiveness of the Registration Statement or any amendment thereto shall have been issued, issued and no proceedings proceeding for that purpose shall have been instituted or threatened or, to the knowledge of the Company or the Representativesany Underwriter, shall be contemplated threatened by the Commission; , and the Company shall have complied with any request of the Commission for additional information (to be included in the Registration Statement or the Prospectus or otherwise)) shall have been complied with to your reasonable satisfaction. (b) The Representatives No Underwriter shall have received advised the Company that the Registration Statement or the Prospectus, or any amendment or supplement thereto, contains an opinionuntrue statement of fact which in the opinion of Xxxxxx Xxxxxxxx Xxxxx & Xxxxxxxx LLP (counsel for the Underwriters) is material, or omits to state a fact which in the opinion of such counsel is material and is required to be stated therein or is necessary to make the statements therein not misleading. (c) Except as contemplated in the Prospectus, subsequent to the respective dates as of which information is given in the Registration Statement and the Prospectus, there shall not have been any material change or any development involving a prospective material change, on a consolidated basis, in the shareholders’ equity, long-term debt, total assets, total revenue or total net income of the Company and its subsidiaries, in the condition (financial or other) or in the earnings of the Company and its subsidiaries, taken as a whole, whether or not arising in the ordinary course of business, or any downgrade in the rating assigned by any nationally recognized securities rating agency to any debt securities of the Company or the public announcement by any such agency that it has any debt securities of the Company under surveillance or review, with possible negative implications, which, in your reasonable judgment, makes it impractical or inadvisable to offer, sell or deliver the Securities on the terms and in the manner contemplated in the Prospectus. (d) The Company shall have furnished you the opinion of Xxxx X. Xxxxx, Esq., Executive Vice President and General Counsel to the Company, dated the Firm Closing Date, of Gardere Wynnx Xxxxxx & Xiggx, X.L.P., counsel for the Company, Seitel and EHI, to the effect that: (i) the The Company and each of Eagle Geophysical Onshoreits Principal Subsidiaries have been duly organized and are validly existing and in good standing under the laws of their respective jurisdictions of organization, Inc.and have all organizational power and authority necessary to own their respective properties and conduct the businesses in which they are engaged as described in the Prospectus; and except as may be disclosed in the Registration Statement, all outstanding shares of capital stock of each of the Principal Subsidiaries are owned by the Company directly, or indirectly through wholly-owned subsidiaries, free and clear of any lien, pledge and encumbrance or, to the best of such counsel’s knowledge, any claim of any third party, except as permitted by the Indenture; (ii) The Indenture has been duly authorized, executed and delivered by the Company; the Indenture has been duly qualified under the Trust Indenture Act; and the Indenture constitutes a valid and binding instrument enforceable against the Company in accordance with its terms (subject to applicable bankruptcy, reorganization, insolvency, moratorium and other similar laws affecting creditors’ rights generally, to general principles of equity regardless of whether such enforceability is considered in a proceeding in equity or at law and to an implied covenant of good faith and fair dealing); (iii) The Securities have been validly authorized and, when duly executed by the proper officers of the Company, duly authenticated by the Trustee or its duly appointed authenticating agent and delivered as contemplated hereby and by the Indenture (and, in the case of any Contract Securities, as contemplated by the Delayed Delivery Contracts with respect thereto), will be validly issued and outstanding obligations of the Company enforceable in accordance with their terms and entitled to the benefits of the Indenture (subject to applicable bankruptcy, reorganization, insolvency, moratorium or other similar laws affecting creditors’ rights generally and to general principles of equity regardless of whether such enforceability is considered in a proceeding in equity or at law and to an implied covenant of good faith and fair dealing) and conform in all material respects to the description thereof in the Prospectus; (iv) The Indenture conforms in all material respects to the description thereof in the Prospectus; (v) The Registration Statement has become effective under the Act and, to the best of the knowledge of such counsel, no stop order suspending the effectiveness thereof has been issued and no proceedings for that purpose have been instituted or are pending or have been threatened by the Commission; (vi) The Registration Statement, the Prospectus, and each amendment or supplement thereto comply as to form in all material respects with the applicable requirements of the Act, the Exchange Act and the Trust Indenture Act and the applicable rules and regulations thereunder (except that such counsel need express no opinion as to the financial statements or schedules or other data of a financial or statistical nature); (vii) Such counsel has no reason to believe that either the Registration Statement or the Prospectus or any such amendment or supplement contains any untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading (except that such counsel need express no opinion as to the financial statements or schedules or other data of a financial or statistical nature); (viii) The statements made in the Prospectus under the heading “Description of Senior Debt Securities,” insofar as they purport to summarize provisions of documents specifically referred to therein, fairly present the information called for with respect thereto by the registration statement form; (ix) Such counsel does not know of any contracts or other documents which are required to be filed as exhibits to the Registration Statement by the Act or by the Rules and Regulations of the Commission thereunder, or which are required to be filed by the Exchange Act or the Trust Indenture Act or the Rules and Regulations of the Commission thereunder as exhibits to any document incorporated by reference in the Prospectus, which have not been filed as exhibits to the Registration Statement or to such document or incorporated therein by reference as permitted by such Rules and Regulations of the Commission; (x) To the best or such counsel’s knowledge, neither the Company nor any of its Principal Subsidiaries is in violation of its organizational documents, or, to the best of such counsel’s knowledge, in default under any agreement, indenture or instrument the effect of any of which would be material to the Company and its subsidiaries taken as a whole; (xi) This Agreement and any Delayed Delivery Contracts have been duty authorized, executed and delivered by the Company; (xii) Neither the issuance or sale of the Securities nor the execution, delivery and performance of this Agreement, the Indenture and any Delayed Delivery Contracts by the Company and the consummation of any other transactions contemplated by this Agreement, the Indenture or any Delayed Delivery Contracts will conflict with, or result in a breach or violation of, or result in the creation or imposition of any lien, charge or encumbrance upon any of the assets of the Company or any of its subsidiaries pursuant to the terms of, or constitute a default under, any agreement, indenture or instrument known to such counsel to which the Company or any of its subsidiaries is a party or by which it or its properties is bound, or result in a violation of the corporate charter or by-laws of the Company or any of its subsidiaries or any order, rule or regulation (applicable to the Company, any of its subsidiaries or any of their respective properties) of any court or governmental agency having jurisdiction over the Company, any of its subsidiaries or their respective properties, the effect of any of which would be material to the Company and its subsidiaries taken as a whole; (xiii) Except as required by the Act, the Exchange Act, the Trust Indenture Act and applicable state securities laws, no consent, authorization or order of, or filing or registration with, any court or governmental agency is required for the execution, delivery and performance of this Agreement, any Delayed Delivery Contract and the Indenture, except as has been duly obtained or made and is in full force and effect; and (xiv) Such counsel does not know of any litigation or any governmental proceeding pending or threatened against the Company or any of its subsidiaries that would affect the ability of the Company to perform its obligations under this Agreement, the Indenture or the Securities, or that are otherwise material in the context of the offer, sale or delivery of the Securities, or is required to be disclosed in the Registration Statement that is not disclosed and correctly summarized therein. (e) You shall have received from Faegre & Xxxxxx LLP, counsel to the Company, an opinion to the effect that such counsel has no reason to believe that either the Registration Statement or the Prospectus or any such amendment or supplement contains any untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading (except that such counsel need express no opinion as to the financial statements or schedules or other data of a financial or statistical nature). (f) You shall have received from your counsel, Xxxxxx Xxxxxxxx Xxxxx & Xxxxxxxx LLP, such opinion or opinions dated the Closing Date with respect to the issuance and sale of the Securities, the Registration Statement, the Prospectus and other related matters as you may reasonably require, and the Company shall have furnished to such counsel such documents as they reasonably request for the purpose of enabling them to pass upon such matters. (g) The Company shall have furnished to you a certificate of the Chairman of the Board of Directors, President or any Vice President and of the Treasurer or an Assistant Treasurer of the Company, dated the Closing Date, to the effect that the signers of such certificate have carefully examined the Registration Statement, the Prospectus and this Agreement and that: (i) the representations and warranties of the Company in this Agreement are true and correct in all material respects on and as of the Closing Date with the same effect as if made on the Closing Date, and the Company has complied, in all material respects, with all the agreements and satisfied, in all material respects, all the conditions on its part to be performed or satisfied at or prior to the Closing Date; and (ii) the Registration Statement, including any supplements or amendments thereto, does not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading; the Prospectus, including any supplements or amendments thereto, does not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; and since the effective date of the Registration Statement there has not occurred any event concerning which information is required to be contained in an amended or supplemented Prospectus concerning which such information is not contained therein. (h) You shall have received: (i) promptly after the time of execution of the Terms Agreement, a Delaware corporationletter from Ernst & Young LLP, dated the date of delivery thereof, to the effect set forth in Exhibit II hereto, except for paragraphs (3)(D) and Eagle Geophysical Offshore(3)(E) thereof; and (ii) on the Closing Date, Inc. a letter from Ernst & Young LLP, dated the Closing Date, to the effect set forth in Exhibit II hereto, which letter may refer to their letter delivered pursuant to subsection (formerly known i) above and reconfirm the matters set forth therein. (i) Prior to the Closing Date, the Company shall have furnished to you such further information, certificates and documents as Horizon Seismic,you may reasonably request.

Conditions of the Underwriters’ Obligations. The obligations of the ------------------------------------------- several Underwriters to purchase and pay for the Firm Securities shall be subject, in the Representatives' sole discretion, to the accuracy of the representations and warranties of the parties hereto Company contained herein as of the date hereof and as of the Firm Closing Date, as if made on and as of the Firm Closing Date, to the accuracy of the statements of the Company and the Selling Securityholders Company's officers made pursuant to the provisions hereof, to the performance by the parties hereto Company of their respective its covenants and agreements hereunder and to the following additional conditions: (a) If the Original Registration Statement or any amendment thereto filed prior to the Firm Closing Date has not been declared effective as of the time of execution hereof, the Original Registration Statement or such amendment and, if the Company has elected to rely upon Rule 462(b), the Rule 462(b) Registration Statement shall have been declared effective not later than the earlier of (i) 11:00 A.M., New York time, on the date on which the amendment to the registration statement originally filed with respect to the Securities or to the Registration Statement, as the case may be, containing information regarding the initial public offering price of the Securities has been filed with the Commission and (ii) the time confirmations are sent or given as specified by Rule 462(b)(2), or with respect to the Original Registration Statement, or such later time and date as shall have been consented to by the Representatives; if required, the Prospectus or any Term Sheet that constitutes a part thereof and any amendment or supplement thereto shall have been filed with the Commission in the manner and within the time period required by Rules 434 and 424(b) under the Act; no stop order suspending the effectiveness of the Registration Statement or any amendment thereto shall have been issued, and no proceedings for that purpose shall have been instituted or threatened or, to the knowledge of the Company or the Representatives, shall be contemplated by the Commission; and the Company shall have complied with any request of the Commission for additional information (to be included in the Registration Statement or the Prospectus or otherwise). (b) The Representatives shall have received an opinion, dated the Firm Closing DateDate of Xxxxxx, of Gardere Wynnx X'Xxxxxxx, Xx Xxxxxx & XiggxXxxxxx, X.L.P.LLP, counsel for the Company, Seitel Company and EHIthe Subsidiaries, to the effect that: (i) the Company and each of Eagle Geophysical Onshorethe Subsidiaries have been duly organized and are validly existing as corporations in good standing under the laws of their respective jurisdictions of incorporation and are duly qualified to transact business as foreign corporations and are in good standing under the laws of all other jurisdictions where the ownership or leasing of their respective properties or the conduct of their respective businesses requires such qualification, Inc.except where the failure to be so qualified would not, individually or in the aggregate, have a Delaware corporationMaterial Averse Effect; (ii) the Company and each of the Subsidiaries have corporate power to own or lease their respective properties and conduct their respective businesses as described in the Registration Statement and the Prospectus, and Eagle Geophysical Offshorethe Company and each of the Subsidiaries have corporate power to enter into this Agreement and to carry out all the terms and provisions hereof to be carried out by it; (iii) the issued shares of capital stock of each of the Subsidiaries have been duly authorized and validly issued, Inc. are fully paid and nonassessable, were not issued in violation of any preemptive or similar rights and are owned beneficially by the Company free and clear of any perfected security interest or, to the best knowledge of such counsel, any other security interests, liens, encumbrances, equities, claims or restrictions on transferability (formerly other than those imposed by the Act and the securities or "Blue Sky" laws of certain jurisdictions) or voting; other than the Subsidiaries, there is no other subsidiary of the Company; (iv) the Company has an authorized, issued and outstanding capitalization as set forth in the Prospectus; all of the issued shares of capital stock of the Company have been duly authorized and validly issued and are fully paid and nonassessable, have been issued in compliance with all applicable federal and state securities laws and were not issued in violation of or subject to any preemptive rights or other rights to subscribe for or purchase securities; no sales of securities have been made by the Company in violation of the provisions of the Act, the Exchange Act, or state securities laws; the Firm Securities have been duly authorized by all necessary corporate action of the Company and, when issued and delivered to and paid for by the Underwriters pursuant to this Agreement, will be validly issued, fully paid and nonassessable; the Securities have been duly included for trading on the Nasdaq National Market; no holders of outstanding shares of capital stock of the Company are entitled as such to any preemptive or other rights to subscribe for any of the Securities; and no holders of securities of the Company are entitled to have such securities registered under the Registration Statement; (v) the statements set forth under the heading "Description of Capital Stock" in the Prospectus, insofar as such statements purport to summarize certain provisions of the capital stock of the Company, provide a fair summary of such provisions; and the statements set forth under the headings "Risk Factors-- Regulation," "Business--Regulation," "Business--Legal Proceedings" and "Description of Capital Stock" in the Prospectus, insofar as such statements constitute a summary of the legal matters, documents or proceedings referred to therein, provide a fair summary of such legal matters, documents and proceedings; (vi) the execution and delivery of this Agreement have been duly authorized by all necessary corporate action of the Company and the Subsidiaries. This Agreement has been duly executed and delivered by each of the Company and the Subsidiaries; (vii) (A) no legal or governmental proceedings are pending to which the Company or any of the Subsidiaries is a party or to which the property of the Company or any of the Subsidiaries is subject that are required to be described in the Registration Statement or the Prospectus and are not described therein, and, to the best knowledge of such counsel, no such proceedings have been threatened against the Company or any of the Subsidiaries or with respect to any of their respective properties and (B) no contract or other document is required to be described in the Registration Statement or the Prospectus or to be filed as an exhibit to the Registration Statement that is not described therein or filed as required; (viii) the issuance, offering and sale of the Securities to the Underwriters by the Company pursuant to this Agreement, the compliance by the Company and the Subsidiaries with the other provisions of this Agreement and the consummation of the other transactions herein contemplated do not (A) require the consent, approval, authorization, registration or qualification of or with any governmental authority, except such as have been obtained and such as may be required under state securities or blue sky laws, or (B) conflict with or result in a breach or violation of any of the terms and provisions of, or constitute a default under, any indenture, mortgage, deed of trust, lease, or other agreement or instrument, known to such counsel, to which the Company or any of the Subsidiaries is a party or by which the Company or any of the Subsidiaries or any of their respective properties are bound, or the charter documents or by-laws of the Company or any of the Subsidiaries, or any statute or any judgment, decree, order, rule or regulation of any court or other governmental authority or any arbitrator known to such counsel and applicable to the Company or the Subsidiaries or any of their respective properties or assets; (ix) the Registration Statement is effective under the Act; any required filing of the Prospectus, or any Term Sheet that constitutes a part thereof, pursuant to Rules 434 and 424(b) has been made in the manner and within the time period required by Rules 434 and 424(b); and no stop order suspending the effectiveness of the Registration Statement or any amendment thereto has been issued, and no proceedings for that purpose have been instituted or threatened or, to the best knowledge of such counsel, are contemplated by the Commission; (x) the Registration Statement originally filed with respect to the Securities and each amendment thereto, any Rule 462(b) Registration Statement and the Prospectus (in each case, other than the financial statements and other financial information contained therein, as Horizon Seismicto which such counsel need express no opinion) comply as to form in all material respects with the applicable requirements of the Act and the rules and regulations of the Commission thereunder; (xi) if the Company elects to rely on Rule 434, the Prospectus is not "materially different," as such term is used in Rule 434, from the prospectus included in the Registration Statement at the time of its effectiveness or an effective post-effective amendment thereto (including such information that is permitted to be omitted pursuant to Rule 430A); (xii) neither the Company nor any of the Subsidiaries is an "investment company" or "promoter" or "principal underwriter" for an "investment company" as such terms are defined in the Investment Company Act; (xiii) the merger contemplated by the Acquisition Agreement shall have become effective pursuant to the laws of Minnesota and Delaware, and the Company is the sole record and beneficial owner of the shares of the equity of the surviving corporation of the merger; (xiv) except as disclosed in the Prospectus (or, if the Prospectus is not in existence, the most recent Preliminary Prospectus), there are no outstanding (A) securities or obligations of the Company or any of the Subsidiaries convertible into or exchangeable for any capital stock of the Company or any such Subsidiary, (B) warrants, rights or options to subscribe for or purchase from the Company or any Subsidiary any such capital stock or any such convertible or exchangeable securities or obligations, or (C) obligations of the Company or any Subsidiary to issue any shares of capital stock, any such convertible or exchangeable securities or obligations, or any such warrants, rights or options; and

Conditions of the Underwriters’ Obligations. The several obligations of the several Underwriters hereunder to purchase the Shares on the Closing Date and pay for the Firm Securities shall be subject, in the Representatives' sole discretion, to the accuracy of the representations and warranties of the parties hereto contained herein as of the date hereof and as of the Firm each Option Closing Date, as if made on and as of the Firm Closing Datecase may be, to the accuracy of the statements of the Company and the Selling Securityholders made pursuant to the provisions hereof, are subject to the performance by the parties hereto Company and each of the Selling Shareholders of their respective covenants and agreements obligations hereunder and to the following additional conditions: (a) If The Prospectus shall have been filed with the Original Registration Statement or any amendment thereto Commission pursuant to Rule 424(b) under the Securities Act within the applicable time period prescribed for such filing by the Securities Act and in accordance with Section 4(a)(i) hereof; all material required to be filed prior by the Company pursuant to Rule 433(d) under the Firm Closing Date has not Securities Act shall have been declared effective as of filed with the Commission within the applicable time of execution hereof, period prescribed for such filing by Rule 433 under the Original Registration Statement or such amendment and, Securities Act; if the Company has elected to rely upon Rule 462(b)) under the Securities Act, the Rule 462(b) Registration Statement shall have been declared become effective not later than the earlier of (i) 11:00 A.M.by 10:00 p.m., New York City time, on the date on which the amendment to the registration statement originally filed with respect to the Securities or to of this Agreement; the Registration Statement, as the case may be, containing information regarding the initial public offering price of the Securities Statement has been filed with the Commission become effective and (ii) the time confirmations are sent or given as specified by Rule 462(b)(2), or with respect to the Original Registration Statement, or such later time and date as shall have been consented to by the Representatives; if required, the Prospectus or any Term Sheet that constitutes a part thereof and any amendment or supplement thereto shall have been filed with the Commission in the manner and within the time period required by Rules 434 and 424(b) under the Act; no stop order suspending the effectiveness of the Registration Statement or any amendment thereto part thereof, the Prospectus or any part thereof or any Issuer Free Writing Prospectus shall have been issued, issued and no proceedings proceeding for that purpose shall have been instituted initiated or threatened or, to the knowledge of the Company or the Representatives, shall be contemplated by the CommissionCommission or any state securities commission; and all requests for additional information on the Company shall have complied with any request part of the Commission for additional information (shall have been complied with to be included in the Registration Statement or the Prospectus or otherwise)your reasonable satisfaction. (b) The respective representations and warranties of the Company, the Bank and each Selling Shareholder contained herein are true and correct on and as of the Closing Date (and each Option Closing Date, as the case may be, with respect to the Company and the Bank), as if made on and as of the Closing Date (and each Option Closing Date, as the case may be, with respect to the Company and the Bank), and each of the Company, the Bank and each Selling Shareholder shall have complied with all agreements and all conditions on its part to be performed or satisfied hereunder at or prior to the Closing Date (and each Option Closing Date, as the case may be, with respect to the Company and the Bank). (c) Subsequent to the execution and delivery of this Agreement and prior to the Closing Date and each Option Closing Date, as the case may be, there shall not have occurred any downgrading, nor shall any notice have been given of (i) any downgrading, (ii) any intended or potential downgrading, or (iii) any review or possible change that does not indicate an improvement, in the rating accorded any securities of or guaranteed by the Company or any Subsidiary by any “nationally recognized statistical rating organization,” as such term is defined for purposes of Rule 436(g)(2) under the Securities Act. (i) Neither the Company nor any Subsidiary shall have sustained since the date of the latest audited financial statements included in the Pricing Prospectus any material loss or interference with its business from fire, explosion, flood or other calamity, whether or not covered by insurance, or from any labor dispute or court or governmental action, order or decree, otherwise than as set forth or contemplated in the Pricing Prospectus, and (ii) since the respective dates as of which information is given in the Registration Statement, the Pricing Disclosure Package and the Prospectus, (A) there shall not have been any change in the capital stock or long-term debt of the Company or any Subsidiary, (B) there shall not have been any Material Adverse Effect and (C) neither the Company nor any of its Subsidiaries has entered into any transaction or agreement (whether or not in the ordinary course of business) that is material to the Company and its Subsidiaries taken as a whole or incurred any liability or obligation, direct or contingent, that is material to the Company and its Subsidiaries taken as a whole the effect of which, in any such case described in clause (i) or (ii), is in the judgment of the Representatives so material and adverse as to make it impracticable or inadvisable to proceed with the public offering or the delivery of the Shares being delivered at such Closing Date or Option Closing Date, as the case may be, on the terms and in the manner contemplated in the Pricing Prospectus. (e) The Representatives shall have received an opinion, dated on and as of the Firm Closing Date and each Option Closing Date, as the case may be, a certificate of Gardere Wynnx Xxxxxx two executive officers of the Company, at least one of whom has specific knowledge about the Company’s financial matters, satisfactory to the Representatives, to the effect (i) set forth in Section 6(b) (with respect to the respective representations, warranties, agreements and conditions of the Company and the Bank) and Section 6(c), (ii) that none of the situations set forth in clause (i) or (ii) of Section 6(d) shall have occurred, and (iii) that no stop order suspending the effectiveness of the Registration Statement has been issued and to the knowledge of the Company, no proceedings for that purpose have been instituted or are pending or contemplated by the Commission. (f) The Representatives shall have received on and as of the Closing Date (i) a certificate executed by one or both of the Attorneys-in-Fact of each Selling Shareholder, satisfactory to the Representatives, to the effect set forth in Section 6(b) (with respect to the respective representations, warranties, agreements and conditions of such Selling Shareholder), and (ii) if any Selling Shareholder is not a U.S. person for U.S. federal income tax purposes, the Company will deliver to each Underwriter (or its agent), on or before the Closing Date, (A) a certificate with respect to the Company’s status as a “United States real property holding corporation,” dated not more than 30 days prior to the Closing Date, as described in Treasury Regulations Sections 1.897-2(h) and 1.1445-2(c)(3), and (B) proof of delivery to the IRS of the required notice, as described in Treasury Regulations 1.897-2(h)(2). (g) On the Closing Date and each Option Closing Date, as the case may be, Xxxxxxxxxx Xxxxxxxx & Xiggx, X.L.P.Xxxxxxxx LLP, counsel for the Company, Seitel shall have furnished to the Representatives their favorable written opinion and EHInegative assurance letter, dated the Closing Date or such Option Closing Date, in form and substance satisfactory to counsel for the Underwriters, to the effect that:set forth in Exhibit A hereto and to such further effect as counsel for the Underwriters may reasonably request. (h) On the Closing Date Xxxxxxxxxx Xxxxxxxx & Xxxxxxxx LLP, counsel for the Selling Shareholders, shall have furnished to the Representatives their favorable written opinion, dated the Closing Date, in form and substance satisfactory to counsel for the Underwriters, to the effect set forth in Exhibit B hereto and to such further effect as counsel for the Underwriters may reasonably request. (i) Each of (i) Xxxx Xxxxx LLP and (ii) Xxxxxxx, Xxxxxxx & Xxxxx, LLP shall have furnished to the Representatives a letter, dated the date of this Agreement, in form and substance satisfactory to the Representatives, containing statements and information of the type customarily included in accountants’ “comfort letters” to underwriters with respect to the financial statements and certain financial information contained in the Registration Statement, the Pricing Disclosure Package and each Issuer Free Writing Prospectus, if any. (j) On the Closing Date and each Option Closing Date, as the case may be, the Representatives shall have received from each of (i) Xxxx Xxxxx LLP and (ii) Xxxxxxx, Xxxxxxx & Xxxxx, LLP a letter, dated the Closing Date or such Option Closing Date, as the case may be, to the effect that each such accounting firm reaffirms the statements made in its letter or letters furnished pursuant to Section 6(i), except that the specified date referred to therein for the carrying out of procedures shall be not more than three business days prior to the Closing Date or such Option Closing Date, as the case may be. (k) On the Closing Date and each Option Closing Date, as the case may be, the Representatives shall have received the opinion, dated the Closing Date or such Option Closing Date, of Xxxxxxxxx & Xxxxxxx LLP, counsel for the Underwriters, in connection with the offer and sale of the Shares, in form and substance satisfactory to the Underwriters. (l) The Shares to be delivered on the Closing Date and each Option Closing Date, as the case may be, shall have been approved for listing on Nasdaq, subject to official notice of issuance. (m) FINRA shall have confirmed that it has not raised any objection with respect to the fairness and reasonableness of the underwriting terms and conditions. (n) The Representatives shall have received “lock-up” agreements, each in the form of Exhibit C hereto, from (i) each Selling Shareholder and (ii) each officer, director and shareholder of the Company listed on Exhibit C-1 hereto, and each such agreement shall be in full force and effect on the Closing Date and each Option Closing Date, as the case may be. (o) On or prior to the Closing Date and each Option Closing Date, as the case may be, the Company shall have furnished to the Representatives such further information, certificates and documents as the Representatives shall reasonably request, and on or prior to the Closing Date, the Selling Shareholders shall have furnished to the Representatives such further information, certificates and documents as the Representatives shall reasonably request. (p) On or prior to the date hereof, the Selling Shareholders shall have furnished for review by the Representatives copies of the Power of Attorney and Custody Agreements duly executed by each Selling Shareholder and such further information, certificates and documents as the Representatives may reasonably request. (q) On or after the Applicable Time there shall not have occurred any of the events, circumstances or occurrences set forth in Section 12. (r) On or before the date of this Agreement, the Representatives shall have received a certificate satisfying the beneficial ownership due diligence requirements of the Financial Crimes Enforcement Network from the Company and each Selling Shareholder in form and substance satisfactory to the Representatives. (s) No action shall have been taken and no statute, rule, regulation or order shall have been enacted, adopted or issued by any federal, state or foreign governmental or regulatory authority that would, as of Eagle Geophysical Onshorethe Closing Date or any Option Closing Date, Inc.as the case may be, a Delaware corporationprevent the issuance or sale of the Shares; and no injunction or order of any federal, state or foreign court shall have been issued that would, as of the Closing Date, or any Option Closing Date, as the case may be, prevent the sale of the Shares. (t) The Representatives shall have received, on and as of the Closing Date, satisfactory evidence of the good standing of the Company and its Subsidiaries in their respective jurisdictions of organization and their good standing in such other jurisdictions as the Representatives may reasonably request, in each case in writing or any standard form of telecommunication from the appropriate governmental authorities of such jurisdictions. (u) Prior to the Closing Date, the Shares shall be eligible for clearance, settlement and trading in book-entry-only form through the facilities of DTC. (v) Upon request of any Underwriter, the Company shall furnish, or cause to be furnished, to such Underwriter an electronic version of the Company’s trademarks, service marks and corporate logo for use on the website, if any, operated by such Underwriter for the purpose of facilitating the on-line offering of the Shares (the “License”); provided, that the License shall be used solely for the purpose described above, is granted without any fee and may not be assigned or transferred. (w) On the date of this Agreement and on the Closing Date and any Option Closing Date, as the case may be, the Company shall have furnished to the Representatives certain certificates of the chief financial officer of the Company, dated the respective date of delivery, in form and substance satisfactory to the Representatives. (x) Prior to the date of this Agreement, the Company shall have furnished to the Representatives duly executed consents, amendments and/or waivers with respect to each of the Investment Agreements, each in form and substance satisfactory to the Representatives. If any condition specified in this Section 6 shall not have been fulfilled when and as required to be fulfilled, this Agreement may be terminated, subject to the provisions of Section 13, by the Representatives by notice to the Company and the Selling Shareholders at any time at or prior to the Closing Date or any Option Closing Date, as the case may be, and Eagle Geophysical Offshoresuch termination shall be without liability of any party to any other party, Inc. (formerly known except as Horizon Seismic,provided in Section 5, Section 8, Section 9 and Section 13.

Conditions of the Underwriters’ Obligations. The obligations of the several Underwriters to purchase and pay for the Firm Securities shall be subject, in the Representatives' sole discretion, to the accuracy of the representations and warranties of the parties hereto Company contained herein as of the date hereof and as of the Firm Closing Date, as if made on and as of the Firm Closing Date, to the accuracy of the statements of the Company and the Selling Securityholders Company's officers made pursuant to the provisions hereof, to the performance by the parties hereto Company of their respective its covenants and agreements hereunder and to the following additional conditions: (a) If the Original Registration Statement or any amendment thereto filed prior to the Firm Closing Date has not been declared effective as of the time of execution hereof, the Original Registration Statement or such amendment and, if the Company has elected to rely upon Rule 462(b), the Rule 462(b) Registration Statement shall have been declared effective not later than the earlier of (i) 11:00 A.M., New York City time, on the date on which the amendment to the registration statement originally filed with respect to the Securities or to the Registration Statement, as the case may be, containing information regarding the initial public offering price of the Securities has been filed with the Commission and (ii) the time confirmations are sent or given as specified by Rule 462(b)(2), or with respect to the Original Registration Statement, or such later time and date as shall have been consented to by the Representatives; if required, the Prospectus or any Term Sheet that constitutes a part thereof and any amendment or supplement thereto shall have been filed with the Commission in the manner and within the time period required by Rules 434 and 424(b) under the Act; no stop order suspending the effectiveness of the Registration Statement or any amendment thereto shall have been issued, and no proceedings for that purpose shall have been instituted or threatened or, to the knowledge of the Company or the Representatives, shall be contemplated by the Commission; and the Company shall have complied with any request of the Commission for additional information (to be included in the Registration Statement or the Prospectus or otherwise). (b) The Representatives shall have received an opinion, dated the Firm Closing Date, of Gardere Wynnx Xxxxxx & Xiggx, X.L.P.Xxxxxxx, counsel for the Company, Seitel Company and EHIits subsidiaries, to the effect that: (i) the Company has been duly incorporated and is validly existing as a corporation in good standing under the laws of the State of Maryland and is duly qualified to transact business as a foreign corporation and is in good standing under the laws of the States of California and Delaware, and based solely on certificates from public officials, such counsel confirms that the Company is duly qualified to transact business as a foreign corporation and is in good standing under the laws of the States of Florida, Kentucky, Nevada, New Mexico, Oregon, Tennessee and Washington. (ii) the Company and each of Eagle Geophysical Onshore, Inc., a Delaware corporationits subsidiaries have corporate or partnership power (as the case may be) to own or lease their respective properties and conduct their respective businesses as described in the Registration Statement and the Prospectus, and Eagle Geophysical Offshorethe Company has corporate or partnership power (as the case may be) to enter into this Agreement and to carry out all the terms and provisions hereof to be carried out by it; (iii) the issued shares of capital stock of each of the Company's subsidiaries have been duly authorized and validly issued, Inc. are fully paid and nonassessable and, except as otherwise set forth in the Prospectus, are owned of record and, to the knowledge of such counsel, beneficially by the Company free and clear of any perfected security interests or any other security interests, liens, encumbrances, equities or claims. The issued shares of capital stock of the Company have been duly authorized and validly issued, are fully paid and nonassessable and are owned of record and, to the knowledge of such counsel, beneficially by the Company free and clear of any perfected security interests or any other security interests, liens, encumbrances, equities or claims; (formerly iv) the authorized, issued and outstanding capital stock of the Company is as set forth under the caption "Capitalization" in the Prospectus; all necessary and proper corporate proceedings have been taken in order to authorize validly the Common Stock referred to therein; all outstanding shares of Common Stock (including the Firm Securities, when issued and paid for by the Underwriters in accordance with the terms of this Agreement) have been (or, in the case of the Firm Securities, will be) duly and validly issued, are fully paid and nonassessable, have been issued in compliance with the registration requirements of federal securities laws (or pursuant to an exemption therefrom), were not, to the knowledge of such counsel, issued in violation of or subject to, under the Company's charter or Maryland law or any agreement to which the Company is a party and which is known to such counsel based on a certificate of the Company's Chairman of the Board of Directors and its President and Chief Executive Officer, any preemptive rights or other rights to subscribe for or purchase any securities, and conform to the description thereof contained in the Prospectus; to the knowledge of such counsel, no holders of outstanding shares of capital stock of the Company are entitled under the Company's charter or Maryland law or any agreement to which the Company is a party and which is known to such counsel based on a certificate of the Company's Chairman of the Board of Directors and its President and Chief Executive Officer, as Horizon Seismic,such, to any preemptive or other rights to subscribe for any of the Firm Securities; and to the knowledge of such counsel, no holders of securities of the Company are entitled to have such securities registered under the Registration Statement; (v) except as disclosed in the Registration Statement and the Prospectus, to the knowledge of such counsel there are no outstanding (A) securities, equity interests or obligations of the Company or any of its subsidiaries convertible into or exchangeable for any capital stock or equity interests (as the case may be) of the Company or any such subsidiary, (B) warrants, rights or options to subscribe for or purchase from the Company to any such subsidiary any such capital stock or equity interests or any such convertible or exchangeable securities, equity interests or obligations, or (C) obligations of the Company or any such subsidiary to issue any shares of capital stock, equity interests, any such convertible or exchangeable securities, equity interests or obligations, or any such warrants, rights or options; (vi) the statements set forth under the headings "Description of Capital

Conditions of the Underwriters’ Obligations. The obligations of -------------------------------------------- the several Underwriters to purchase and pay for the Firm Securities shall be subject, in the Representatives' sole discretion, hereunder are subject to the accuracy of the respective representations and warranties of the parties hereto Company, ICCC, the Manager and IMH contained herein as of the date hereof and as of the Firm Closing Date, as if made on and as of the Firm Closing Date, to the accuracy of the statements of the Company and the Selling Securityholders made pursuant to the provisions hereofherein, to the performance by the such parties hereto of their respective covenants and agreements hereunder obligations hereunder, and to the following additional further conditions: (a) If Notification that the Original Registration Statement or any amendment thereto filed prior to has become effective shall be received by the Firm Closing Date has not been declared effective as of the time of execution hereof, the Original Registration Statement or such amendment and, if the Company has elected to rely upon Rule 462(b), the Rule 462(b) Registration Statement shall have been declared effective Underwriters not later than the earlier of (i) 11:00 A.M.5:00 p.m., New York City time, on the date on which of this Agreement or at such later date and time as shall be consented to in writing by the amendment to the registration statement originally filed with respect to the Securities or to the Registration Statement, as the case may be, containing information regarding the initial public offering price Underwriters and all filings required by Rule 424 and Rule 430A of the Securities has been filed with the Commission Rules and (ii) the time confirmations are sent or given as specified by Rule 462(b)(2), or with respect to the Original Registration Statement, or such later time and date as Regulations shall have been consented to by the Representatives; if required, the Prospectus or any Term Sheet that constitutes a part thereof and any amendment or supplement thereto shall have been filed with the Commission in the manner and within the time period required by Rules 434 and 424(bmade. (i) under the Act; no No stop order suspending the effectiveness of the Registration Statement or any amendment thereto shall have been issued, issued and no proceedings for that purpose shall have been instituted be pending or threatened orby the Commission, to (ii) no order suspending the knowledge effectiveness of the Company Registration Statement or the Representatives, qualification or registration of the Shares under the securities or Blue Sky laws of any jurisdiction shall be in effect and no proceeding for such purpose shall be pending before or threatened or contemplated by the Commission; and Commission or the Company shall have complied with authorities of any such jurisdiction, (iii) any request for additional information on the part of the staff of the Commission for additional information or any such authorities shall have been complied with to the satisfaction of the staff of the Commission or such authorities and (iv) after the date hereof no amendment or supplement to be included in the Registration Statement or the Prospectus shall have been filed unless a copy thereof was first submitted to the Underwriters and the Underwriters did not object thereto in good faith, and the Underwriters shall have received certificates, dated the Closing Date and the Option Closing Date, and signed by the Chief Executive Officer or otherwisethe Chairman of the Board of Directors of the Company and the Chief Financial Officer of the Company (who may, as to proceedings threatened, rely upon the best of their information and belief, to the effect of clauses (i), (ii) and (iii)). (bc) Since the respective dates as of which information is given in the Registration Statement and the Prospectus, (i) there shall not have been a material adverse change in the general affairs, capital stock, indebtedness, business, business prospects, properties, management, condition (financial or otherwise) or results of operations of the Company, and its Subsidiaries, taken as a whole, whether or not arising from transactions in the ordinary course of business, in each case other than as set forth in or contemplated by the Registration Statement and the Prospectus and (ii) none of the Company or any of its Subsidiaries shall have sustained any material loss or interference with its business or properties from fire, explosion, flood or other casualty, whether or not covered by insurance, or from any labor dispute or any court or legislative or ot her governmental action, order or decree, which is not set forth in the Registration Statement and the Prospectus, if in the judgment of the Underwriters any such development makes it impracticable or inadvisable to consummate the sale and delivery of the Shares by the Underwriters at the initial public offering price. (d) Since the respective dates as of which information is given in the Registration Statement and the Prospectus, there shall have been no litigation or other proceeding instituted against IMH, the Manager or the Company or any of the Subsidiaries or any of their respective officers or directors in their capacities as such, before or by any Federal, state or local court, commission, regulatory body, administrative agency or other governmental body, domestic or foreign, in which litigation or proceeding, an unfavorable ruling, decision or finding could materially and adversely affect the business, properties, business prospects, condition (financial or otherwise) or results of operations of the Company and its subsidiaries, taken as a whole, or the ability of the (i) Company, ICCC and IMH to consummate the transactions contemplated by the Contribution Transactions, (ii) the Company to fulfill its obligation under the Company Agreements, (iii) ICCC to fulfill its obliga- tions under the ICCC Agreements, (iv) the Manager to fulfill its obligations under the Manager Agreements, or (v) IMH to fulfill its obligations under the IMH Agreements. (e) Each of the representations and warranties of the Company, ICCC, the Manager and IMH contained herein shall be true and correct in all material respects at the Closing Date and, with respect to the Option Shares, at the Option Closing Date, as if made at the Closing Date and, with respect to the Option Shares, at the Option Closing Date and all covenants and agreements herein contained to be performed on the part of the Company, ICCC, the Manager or IMH and all conditions herein contained to be fulfilled or complied with by the Company, ICCC, the Manager or IMH at or prior to the Closing Date and, with respect to the Option Shares, at or prior to the Option Closing Date, shall have been duly performed, fulfilled or complied with. (f) The Representatives Underwriters shall have received an opinion, dated the Firm Closing Date and, with respect to the Option Shares, the Option Closing Date, of Gardere Wynnx Xxxxxx & Xiggx, X.L.P., satisfactory in form and substance to counsel for the Underwriters, from Freshman, Marantz, Orlanski, Xxxxxx & Xxxxx, counsel to the Company, Seitel ICCC, the Manager and EHIIMH, to the effect set forth in Exhibit B. (g) The Underwriters shall have received an opinion, dated the Closing Date and, with respect to the Option Shares, the Option Closing Date, from Skadden, Arps, Slate, Xxxxxxx & Xxxx (Illinois), counsel to the Underwriters, with respect to the Registration Statement, the Prospectus and this Agreement, which opinion shall be satisfactory in all respects to the Underwriters. (h) On the date of the Prospectus, the Accountants shall have furnished to the Underwriters a letter, dated the date of its delivery, addressed to the Underwriters and in form and substance satisfactory to the Underwriters, confirming that they are independent accountants with respect to the Company as required by the Securities Act and the Rules and Regulations and with respect to the financial and other statistical and numerical information contained in the Registration Statement. At the Closing Date and, as to the Option Shares, at the Option Closing Date, the Accountants shall have furnished to the Underwriters a letter, dated the date of delivery, which shall confirm, on the basis of a review in accordance with the procedures set forth in the letter from the Accountants, that nothing has come to their attention during the period from the date of the letter referred to in the prior sentence to a date (specified in the letter) not more than five days prior to the Closing Date and, as to the Option Shares, the Option Closing Date, which would require any change in their letter dated the date of the Prospectus. (i) At the Closing Date and, as to the Option Shares, at the Option Closing Date, there shall be furnished to the Underwriters an accurate certificate, dated the date of its delivery, signed by each of the Chief Executive Officer and the Chief Financial Officer of the Company, in form and substance satisfactory to the Underwriters, to the effect that: (i) Each signer of such certificate has carefully examined the Registration Statement and the Prospectus and (A) as of the date of such certificate, such documents are true and correct in all material respects and do not omit to state a material fact required to be stated therein or necessary in order to make the statements therein not untrue or misleading and (B) in the case of the certificates delivered at the Closing Date, and, as to any Option Shares, at the Option Closing Date, since the Effective Date no event has occurred as a result of which it is necessary to amend or supplement the Prospectus in order to make the statements therein not untrue or misleading in any material respect. (ii) Each of the representations and warranties of the Company contained in this Agreement were, when originally made, and are, at the time such certificate is delivered, true and correct in all material respects. (iii) Each of the covenants re quired herein to be performed by the Company on or prior to the delivery of such certificate has been duly, timely and fully performed and each condition herein required to be complied with by the Company on or prior to the date of Eagle Geophysical Onshoresuch certificate has been duly, Inc.timely and fully complied with. (j) On the Closing Date and, a Delaware corporationas to any Option Shares, on the Option Closing Date, there shall be furnished to the Underwriters an accurate certificate, dated the date of its delivery, signed by each of the Chief Executive Officer and Chief Financial Officer of ICCC, in form and substance satisfactory to the Underwriters to the effect that: (i) Each signer of such certificate has carefully examined the Registration Statement and the Prospectus and (A) as of the date of such certificate, such documents are true and correct in all material respects insofar as they relate to ICCC, and Eagle Geophysical Offshoredo not omit to state a material fact relating to ICCC required to be stated therein or necessary in order to make the statements therein relating to ICCC not untrue or misleading and (B) in the case of the certificate delivered at the Closing Date and, Inc. as to any Option Shares, at the Option Closing Date, since the Effective Date no event has occurred as a result of which it is necessary to amend or supplement the Prospectus in order to make the statements therein relating to ICCC not untrue or misleading in any material respect. (formerly known ii) Each of the representations and warranties of ICCC contained in this Agreement were, when originally made, and are, at the time such certificate is delivered, true and correct in all material respects. (iii) Each of the covenants required herein to be performed by ICCC on or prior to the delivery of such certificate has been duly, timely and fully performed and each condition herein required to be complied with by ICCC on or prior to the date of such certificate has been duly, timely and fully complied with. (k) On the Closing Date and, as Horizon Seismic,to any Option Shares, on the Option Closing Date, there shall be furnished to the Underwriters an accurate certificate, dated the date of its delivery, signed by each of the Chief Executive Officer and the Chief Financial Officer of the Manager, in form and substance satisfactory to the Representatives, to the effect that: (i) Each signer of such certificate has carefully examined the Registration Statement and the Prospectus and (A) as of the date of such certificate, such documents are true and correct in all material respects insofar as they relate to the Manager and do not omit to state a material fact relating to the Manager required to be stated therein or necessary in order to make the statements therein relating to the Manager not untrue or misleading and (B) in the case of the certificate delivered at the Closing Date and, as to any Option Shares, at the Option Closing Date, since the Effective Date no event has occurred as a result of which it is necessary to amend or supplement the Prospectus in order to make the statements therein relating to the Manager not untrue or misleading in any material respect. (ii) Each of the representations and warranties of the Manager contained in this Agreement were, when originally made, and are, at the time such certificate is delivered, true and correct in all material respects. (iii) Each of the covenants required herein to be performed by the Manager on or prior to the delivery of such certificate has been duly, timely and fully performed and each condition herein required to be complied with by ICCC on or prior to the date of such certificate has been duly, timely and fully complied with. (l) On the Closing Date, and as to any Option Shares, on the Option Closing Date, there shall be furnished to the Underwriters an accurate certificate, dated the date of its delivery, signed by each of the Chief Executive Officer and the Chief Financial Officer of IMH, in form and substance satisfactory to the Representatives, to the effect that: (i) Each signer of such certificate has carefully examined the Registration Statement and the Prospectus and (A) as of the date of such certificate, such documents ar true and correct in all material respects insofar as they relate to IMH and do not omit to state a material fact relating to IMH required to be stated therein relating to IMH not untrue or misleading and (B) in the case of the certificate delivered at the Closing Date, and as to any Option Shares, at the Option Closing Date, since the Effective Date no event has occurred as a result of which it is necessary to amend or supplement the Prospectus in order to make the statements therein relating to IMH not untrue or misleading on any material respect. (ii) Each of the representations and warranties of IMH contained in this Agreement were, when originally made, and are, at the time such certificate is delivered, true and correct in all material respects. (iii) Each of the covenants required herein to be performed by IMH on or prior to the delivery of such certificate has been duly, timely and fully performed and each condition herein required to be complied with by IMH on or prior to the date of such certificate has been duly, timely and fully complied with. (m) The Shares shall be qualified for sale in such states as the Underwriters may reasonably request, each such qualification shall be in effect and not subject to any stop order or other proceeding on the Closing Date or the Option Closing Date. (n) Prior to the Closing Date, the Shares shall have been duly authorized for listing by the American Stock Exchange upon official notice of issuance. (o) The Company, ICCC, the Manager and IMH shall have executed and delivered to each other party thereto the Company Agreements, the ICCC Agreements, the Manager Agreements and the IMH Agreements, as the case may be. (p) The Company, ICCC, the Manager and IMH shall have furnished to the Underwriters such certificates, in addition to those specifically mentioned herein, as the Underwriters may have reasonably requested as to the accuracy and completeness at the Closing Date and the Option Closing Date of any statement in the Registration Statement or the Prospectus, as to the accuracy at the Closing Date and, as to any Option Shares, at the Option Closing Date, of the representations and warranties of the Company, ICCC, the Manager and IMH herein, as to the performance by the Company, ICCC, the Manager and IMH of their respective obligations hereunder, or as to the fulfillment of the conditions concurrent and precedent to its obligations hereunder of the Underwriters.

Conditions of the Underwriters’ Obligations. The obligations of the several Underwriters to purchase and pay for the Firm Securities shall be subject, in the Representatives' sole discretion, to the accuracy of the representations and warranties of the parties hereto Company contained herein as of the date hereof and as of the Firm Closing Date, as if made on and as of the Firm Closing Date, to the accuracy of the statements of the Company and the Selling Securityholders Company's officers made pursuant to the provisions hereof, to the performance by the parties hereto Company of their respective its covenants and agreements hereunder and to the following additional conditions: (a) If the Original Registration Statement or any amendment thereto filed prior to the Firm Closing Date has not been declared effective as of the time of execution hereof, the Original Registration Statement or such amendment and, if the Company has elected to rely upon Rule 462(b), the Rule 462(b) Registration Statement shall have been declared effective not later than the earlier of (i) 11:00 A.M., New York City time, on the date on which the amendment to the registration statement originally filed with respect to the Securities or to the Registration Statement, as the case may be, containing information regarding the initial public offering price of the Securities has been filed with the Commission and (ii) the time confirmations are sent or given as specified by Rule 462(b)(2), or with respect to the Original Registration Statement, or such later time and date as shall have been consented to by the Representatives; if required, the Prospectus or any Term Sheet that constitutes a part thereof and any amendment or supplement thereto shall have been filed with the Commission in the manner and within the time period required by Rules 434 and 424(b) under the Act; no stop order suspending the effectiveness of the Registration Statement or any amendment thereto shall have been issued, and no proceedings for that purpose shall have been instituted or threatened or, to the knowledge of the Company or the Representatives, shall be contemplated by the Commission; and the Company shall have complied with any request of the Commission for additional information (to be included in the Registration Statement or the Prospectus or otherwise). (b) The Representatives shall have received an opinion, dated the Firm Closing Date, of Gardere Wynnx Xxxxxx Lathxx & XiggxXatkxxx, X.L.P., counsel xxunsel for the Company, Seitel Company and EHIits subsidiaries, to the effect that: (i) the Company has been duly incorporated and is validly existing as a corporation in good standing under the laws of the State of Maryland, and the subsidiaries of the Company have been duly incorporated and are validly existing as corporations or partnerships (as applicable) under the laws of the States of Florida, Kentucky, New Mexico and Tennessee (as applicable). The Company is duly qualified to transact business as a foreign corporation and is in good standing under the laws of the States of California and Delaware, and based solely on certificates from public officials, such counsel confirms that the Company is duly qualified to transact business as a foreign corporation and is in good standing under the laws of the States of Florida, Nevada, Oregon and Washington and that each subsidiary of the Company is duly qualified to transact business as a corporation or partnership (as the case may be) in its respective state of incorporation or formation and primary place of business. (ii) the Company and each of Eagle Geophysical Onshore, Inc., a Delaware corporation, its subsidiaries have corporate or partnership power (as the case may be) to own or lease their respective properties and Eagle Geophysical Offshore, Inc. (formerly known to conduct their respective businesses as Horizon Seismic,described in the

Conditions of the Underwriters’ Obligations. The obligations of the several Underwriters to purchase and pay for the Firm Securities shall be subject, in the Representatives' sole discretion, hereunder are subject to the accuracy accuracy, when made and on each Delivery Date, of the representations and warranties of the parties hereto Company contained herein as of the date hereof and as of the Firm Closing Date, as if made on and as of the Firm Closing Date, to the accuracy of the statements of the Company and the Selling Securityholders made pursuant to the provisions hereofherein, to the performance by the parties hereto Company of their respective covenants and agreements hereunder its obligations hereunder, and to each of the following additional terms and conditions: (a) If For the Original Registration Statement or any amendment thereto filed period from and after effectiveness of this Agreement and prior to the Firm Closing Date has not been declared effective as of the time of execution hereof, the Original Registration Statement or such amendment and, if the Company has elected to rely upon Rule 462(b), the Rule 462(b) Registration Statement shall have been declared effective not later than the earlier of Delivery Date: (i) 11:00 A.M., New York time, on the date on which Company shall have filed the amendment final Prospectus in relation to the registration statement originally filed with respect to the Designated Securities or to the Registration Statement, as the case may be, containing information regarding the initial public offering price of the Securities has been filed with the Commission and (iipursuant to Rule 424(b) the time confirmations are sent or given as specified by Rule 462(b)(2), or with respect to the Original Registration Statement, or such later time and date as shall have been consented to by the Representatives; if required, the Prospectus or any Term Sheet that constitutes a part thereof and any amendment or supplement thereto shall have been filed with the Commission in the manner and within the time period required by Rules 434 and Rule 424(b) under the Securities Act; ; (ii) no stop order suspending the effectiveness of the Registration Statement Statement, any Rule 462(b) Registration Statement, or any post-effective amendment thereto to the Registration Statement shall have been issued, be in effect and no proceedings for that such purpose shall have been instituted or threatened or, to the knowledge of the Company or the Representatives, shall be contemplated by the Commission; and and (iii) the Company NASD shall have complied with any request raised no objection to the fairness and reasonableness of the Commission for additional information (underwriting terms and arrangements that shall not have been resolved to be included in the Registration Statement or the Prospectus or otherwise)NASD's satisfaction. (b) The Underwriters shall not have discovered and disclosed to the Company prior to or on such Delivery Date that the Registration Statement, any Preliminary Prospectus, the Prospectus or any amendment or supplement thereto contains any untrue statement of a fact that, in the opinion of counsel to the Underwriters, is material or omits to state any fact that is material and necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. (c) All corporate proceedings and other legal matters incident to the authorization, form and validity of this Agreement, the Registration Statement, the Prospectus, any Preliminary Prospectus or any amendment or supplement thereto, and all other legal matters relating to this Agreement and the transactions contemplated hereby shall be reasonably satisfactory in all material respects to counsel to the Underwriters, and the Company shall have furnished to such counsel all documents and information that they may reasonably request to enable them to pass upon such matters. (d) Jones Day shall have furnished to the Underwriters its written opxxxxx and letter, as counsel to the Company, addressed to the Underwriters and dated such Delivery Date, in form and substance satisfactory to the Underwriters and substantially to the effect set forth in Exhibit A hereto. (e) John R. Sims, Esq., General Counsel and Secretary to the Company, xxxxx xxxx furnished to the Underwriters his written opinion to the effect set forth in Exhibit B hereto; addressed to the Underwriters and dated such Delivery Date, in form and substance satisfactory to the Underwriters and substantially to the effect set forth in Exhibit B hereto. (f) Shearman & Sterling LLP shall have furnished to the Underwriters its written opinion, as counsel to the Underwriters, addressed to the Underwriters and dated such Delivery Date, in form and substance satisfactory to the Underwriters. (g) The Underwriters shall have received, on each of the date hereof and each Delivery Date, a letter dated the date hereof or such Delivery Date, as the case may be, in form and substance satisfactory to the Underwriters, from Deloitte & Touche LLP, containing statements and information of the type ordinarily included in accountants' "comfort letters" to underwriters with respect to the financial statements and certain financial information of the Company and its consolidated subsidiaries contained in and incorporated by reference in the Registration Statement and the Prospectus provided that the letter delivered on the First Delivery Date shall use a "cut-off date" not earlier than the date hereof. (h) The Company shall have furnished to the Underwriters on such Delivery Date its certificate, dated such Delivery Date, executed by its Chief Executive Officer, and by its Executive Vice President and Chief Financial Officer, in form and substance satisfactory to the Underwriters, to the effect that the representations, warranties and agreements of the Company in Section 1 are true and correct as of the date given and as of such Delivery Date; and the Company has complied in all material respects with all its agreements contained herein to be performed prior to or on such Delivery Date and the conditions set forth in Sections 5(i) and 5(k) have been fulfilled. (i) Neither the Company nor any of its Subsidiaries shall have sustained since the date of the latest audited financial statements included in the Prospectus any loss or interference with its business material to the Company and its Subsidiaries considered as whole, otherwise than as set forth or contemplated in the Prospectus or (ii) since such date, except as otherwise set forth or contemplated in the Prospectus (including, without limitation, the incurrence of debt in connection with the consummation of transactions contemplated by the Stock Purchase Agreement (as defined below)), there shall not have been (A) any change in the authorized capital stock of the Company, (B) any material increase in the consolidated short-term or long-term debt of the Company (other than increases in the ordinary course) of business in amounts outstanding under the Company's commercial paper program) or (B) any Material Adverse Effect, the effect of which, in any such case described in clause (i) or (ii), is, in the judgment of the Representatives, material and adverse and makes it impracticable or inadvisable to proceed with the offering or the delivery of the Designated Securities being delivered on such Delivery Date on the terms and in the manner contemplated in the Prospectus. (j) Subsequent to the execution and delivery of this Agreement there shall not have occurred any of the following: (i) trading in securities generally on the New York Stock Exchange, the American Stock Exchange, the NASDAQ or the over-the-counter market, or trading in any securities of the Company on any exchange shall have been suspended or limited, or minimum or maximum prices shall have been established on any such exchange or market by the Commission, by such exchange or by any other regulatory body or governmental authority having jurisdiction; (ii) a general banking moratorium shall have been declared by United States federal, New York, Delaware or California authorities; (iii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States' or international political, financial or economic conditions, as in the judgment of the Representative is material and adverse and makes it impracticable or inadvisable to market the Designated Securities in the manner and on the terms described in the Prospectus or to enforce contracts for the sale of securities; or (iv) in the judgment of the Representative there shall have occurred any Material Adverse Effect. (k) Subsequent to the execution and delivery of this Agreement (i) no downgrading shall have occurred in the rating accorded the Company's debt securities or preferred stock by any "nationally recognized statistical rating organization", as that term is defined by the Commission for purposes of Rule 436(g)(2) of the Securities Act and (ii) no such organization shall have publicly announced that it has under surveillance or review, with possible negative implications, its rating of any of the Company's debt securities or preferred stock. (l) The Representatives shall have received from each executive officer and director [(other than the individuals set forth on Exhibit D attached hereto)] of the Company an opinion, dated the Firm Closing Date, of Gardere Wynnx Xxxxxx & Xiggx, X.L.P., counsel for the Company, Seitel and EHI, executed letter contemplated by Section 3(i) hereof. (m) The Company shall have furnished to the effect that: (i) Representatives such further information, certificates and documents as the Company Representatives may reasonably request to evidence compliance with the conditions set forth in this Section 5. All opinions, letters, evidence and each of Eagle Geophysical Onshore, Inc., a Delaware corporation, certificates mentioned above or elsewhere in this Agreement shall be deemed to be in compliance with the provisions hereof only if they are in form and Eagle Geophysical Offshore, Inc. (formerly known as Horizon Seismic,substance satisfactory to counsel to the Underwriters.

Conditions of the Underwriters’ Obligations. The several obligations of the several Underwriters to purchase and pay for the Firm Securities shall be subject, in the Representatives' sole discretion, hereunder are subject to the accuracy accuracy, when made and on each Delivery Date, of the representations and warranties of the parties hereto Company contained herein as of the date hereof and as of the Firm Closing Date, as if made on and as of the Firm Closing Date, to the accuracy of the statements of the Company and the Selling Securityholders made pursuant to the provisions hereofherein, to the performance by the parties hereto Company of their respective covenants and agreements hereunder its obligations hereunder, and to each of the following additional terms and conditions: (a) If the Original Registration Statement or any amendment thereto filed prior to the Firm Closing Date has not been declared effective as of the time of execution hereof, the Original Registration Statement or such amendment and, if the Company has elected to rely upon Rule 462(b), the The Rule 462(b) Registration Statement Statement, if any, and the Prospectus shall have been declared effective not later than the earlier of (i) 11:00 A.M., New York time, on the date on which the amendment to the registration statement originally filed with respect to the Securities or to the Registration Statement, as the case may be, containing information regarding the initial public offering price of the Securities has been filed with the Commission and (ii) the time confirmations are sent or given as specified by Rule 462(b)(2), or with respect to the Original Registration Statement, or such later time and date as shall have been consented to by the Representatives; if required, the Prospectus or any Term Sheet that constitutes a part thereof and any amendment or supplement thereto shall have been timely filed with the Commission in the manner and within the time period required by Rules 434 and 424(b) under the Actaccordance with Section 4(a); no stop order suspending the effectiveness of the any of either Registration Statement or any amendment thereto part thereof shall have been issued, issued and no proceedings proceeding for that purpose shall have been instituted initiated or threatened or, to the knowledge of the Company or the Representatives, shall be contemplated by the Commission; and the Company shall have complied with any request of the Commission for inclusion of additional information in either of the Registration Statements or the Prospectus or otherwise shall have been complied with. (b) No Underwriter shall have discovered and disclosed to be included in the Company on or prior to the Closing Date that either Registration Statement or the Prospectus or otherwise)any amendment or supplement thereto contain any untrue statement of a fact which, in the opinion of counsel to the Underwriters, is material or omits to state any fact which, in the opinion of such counsel, is material and is required to be stated therein or is necessary to make the statements therein not misleading. (bc) The Representatives All corporate proceedings and other legal matters incident to the authorization, form and validity of this Agreement, each Indenture, each Registration Statement and the Prospectus or any amendment or supplement thereto, and all other legal matters relating to this Agreement, each Indenture and the transactions contemplated hereby and thereby shall be reasonably satisfactory in all material respects to counsel to the Underwriters, and the Company shall have received an furnished to such counsel all documents and information that they may reasonably request to enable them to pass upon such matters. (d) Shearman & Sterling shall have furnished to the Representative its written opinion, as U.S. counsel to the Company, addressed to the Underwriters and dated the Firm Closing Date, of Gardere Wynnx Xxxxxx & Xiggx, X.L.P., counsel for in form and substance satisfactory to the Company, Seitel and EHIRepresentative, to the effect that: (i) The Primary Registration Statement was declared effective under the Securities Act as of the date and time specified in such opinion, the Rule 462(b) Registration Statement, if any, was filed with the Commission on the date specified therein, the Prospectus was filed with the Commission pursuant to the subparagraph of Rule 424(b) of the Rules and Regulations specified in such opinion on the date specified therein and no stop order suspending the effectiveness of either Registration Statement has been issued and no proceeding for that purpose is pending or threatened by the Commission; (ii) The Registration Statements, as of their respective Effective Dates, and the Prospectus, as of its date, and any further amendments or supplements thereto, as of their respective dates, made by the Company prior to the Closing Date (other than the financial statements and other financial data contained therein, as to which such counsel need express no opinion) complied as to form in all material respects with the requirements of the Securities Act and the Rules and Regulations; (iii) To the best of such counsel's knowledge, there are no contracts or other documents which are required to be described in the Prospectus or filed as exhibits to the Registration Statements by the Securities Act or by the Rules and Regulations which have not been described or filed as exhibits to the Registration Statements or incorporated therein by reference as permitted by the Rules and Regulations; (iv) Assuming due authorization, execution and delivery by the Company under the laws of The Netherlands, this Agreement has been duly executed and delivered by the Company insofar as New York law is concerned; (v) Assuming due authorization, execution and delivery by the Company under the laws of The Netherlands, each Indenture has been duly executed and delivered by the Company insofar as New York law is concerned and, assuming due authorization, execution and delivery of each Indenture by the relevant Trustee and that each of the relevant Trustee and (under the laws of The Netherlands) the Company has full power, authority and legal right to enter into and perform its obligations thereunder, constitutes a valid and legally binding agreement of the Company, except as enforcement thereof may be limited by bankruptcy, insolvency (including, without limitation, all laws relating to fraudulent transfers), reorganization, moratorium or similar laws affecting enforcement of creditors' rights generally and to general principles of equity (regardless of whether in a proceeding in equity or at law); the Indenture has been duly qualified under the Trust Indenture Act; (vi) Assuming due authorization, execution and delivery by the Company under the laws of The Netherlands, the Notes have been duly executed and delivered by the Company insofar as New York law is concerned and, assuming due authentication thereof by the relevant Trustee and upon payment and delivery in accordance with this Agreement and the relevant Indenture, the Notes constitute valid and legally binding obligations of the Company entitled to the benefits of the relevant Indenture and enforceable against the Company in accordance with their terms, except as enforcement thereof may be limited by bankruptcy, insolvency (including, without limitation, all laws relating to fraudulent transfers), reorganization, moratorium or similar laws affecting enforcement of creditors' rights generally and to general principles of equity (regardless of whether in a proceeding in equity or at law); (vii) Assuming the validity of such actions under the laws of The Netherlands, under the laws of the State of New York relating to submission to personal jurisdiction, the Company has, pursuant to Section 16 of this Agreement, legally, validly and irrevocably submitted to the personal jurisdiction of any state or federal court located in the Borough of Manhattan, The City of New York, New York in any action arising out of or relating to this Agreement or the transactions contemplated hereby, and has legally, validly and effectively appointed the Authorized Agent as its authorized agent for the purposes described in Section 16 of this Agreement, and the Company has validly and irrevocably waived (A) the defense of an inconvenient forum to the maintenance of any such suit or proceeding and (B) any immunity to jurisdiction to which it may otherwise be entitled in any such suit or proceeding; (viii) The execution, delivery and performance of the Operative Agreements by the Company, and the consummation by the Company of the transactions contemplated thereby, do not and will not conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under (A) any existing applicable law, rule or regulation of any court or governmental agency or body of the United States or the State of New York (other than state securities or Blue Sky laws as to which we have not been requested to express any opinion) or (B) any order, known to us, of any government, governmental instrumentality or court of the United States or the State of New York having jurisdiction over the Company or any of their properties or assets; and, except for (x) the registration of the Notes under the Securities Act, (y) the qualification of each Indenture under the Trust Indenture Act and (z) such consents, approvals, authorizations, registrations or qualifications as may be required under the Exchange Act and applicable state securities laws in connection with the purchase and distribution of the Notes by the Underwriters, no consent, approval, authorization or order of, or filing or registration with, any such court, governmental agency or body is required for the execution, delivery and performance of this Agreement and each Indenture by the Company and each the consummation of Eagle Geophysical Onshorethe transactions contemplated hereby and thereby; (ix) No consent, Inc.approval, a Delaware corporationauthorization, order, registration or qualification of or with any court or governmental agency or body of the United States or the State of New York is required for the consummation of the transactions contemplated by the Operative Agreements in connection with the issuance or sale of the Notes by the Company (assuming compliance with the terms of the Operative Agreements by the parties thereto), except as may be required under the Securities Act and Eagle Geophysical Offshorethe Trust Indenture Act and the Rules and Regulations, Inc. (formerly known as Horizon Seismic,and

Conditions of the Underwriters’ Obligations. The obligations of the several Underwriters to purchase and pay for the Firm Securities shall be subject, in the Representatives' sole discretion, to the accuracy of the representations and warranties of the parties hereto Company contained herein as of the date hereof and as of the Firm Closing Date, as if made on and as of the Firm Closing Date, to the accuracy of the statements of the Company and the Selling Securityholders Company's officers made pursuant to the provisions hereof, to the performance by the parties hereto Company of their respective its covenants and agreements hereunder and to the following additional conditions: (a) If the Original Registration Statement or any amendment thereto filed prior to the Firm Closing Date has not been declared effective as of the time of execution hereof, the Original Registration Statement or such amendment and, if the Company has elected to rely upon Rule 462(b), the Rule 462(b) Registration Statement shall have been declared effective not later than the earlier of (i) 11:00 A.M., New York time, on the date on which the amendment to the registration statement originally filed with respect to the Securities or to the Registration Statement, as the case may be, containing information regarding the initial public offering price of the Securities has been filed with the Commission and (ii) the time confirmations are sent or given as specified by Rule 462(b)(2), or with respect to the Original Registration Statement, or such later time and date as shall have been consented to by the Representatives; if required, the Prospectus or any Term Sheet that constitutes a part thereof and any amendment or supplement thereto shall have been filed with the Commission in the manner and within the time period required by Rules 434 and 424(b) under the Act; no stop order suspending the effectiveness of the Registration Statement or any amendment thereto shall have been issued, and no proceedings for that purpose shall have been instituted or threatened or, to the knowledge of the Company or the Representatives, shall be contemplated by the Commission; and the Company shall have complied with any request of the Commission for additional information (to be included in the Registration Statement or the Prospectus or otherwise). (b) The Representatives shall have received an opinion, dated the Firm Closing Date, of Gardere Wynnx Xxxxxx Akin, Gump, Strauss, Xxxxx & XiggxXxxx, X.L.P.L.L.P., counsel for the Company, Seitel and EHI, to the effect that: (i) the Company, each of its subsidiaries listed in Schedule 3 hereto and the Founding Companies (such subsidiaries and the Founding Companies to be collectively referred to as the "Subsidiaries") have been duly organized and are validly existing as corporations in good standing under the laws of their respective jurisdictions of incorporation and are duly qualified to transact business as foreign corporations and are in good standing under the laws of all other jurisdictions where the ownership or leasing of their respective properties or the conduct of their respective businesses requires such qualification, except where the failure to be so qualified does not amount to a material liability or disability to the Company and the Subsidiaries, taken as a whole; (ii) the Company and each of Eagle Geophysical Onshore, Inc., a Delaware corporationthe Subsidiaries have corporate power to own or lease their respective properties and conduct their respective businesses as described in the Registration Statement and the Prospectus, and Eagle Geophysical Offshorethe Company has corporate power to enter into this Agreement and to carry out all the terms and provisions hereof to be carried out by it; (iii) the issued shares of capital stock of each of the Subsidiaries have been duly authorized and validly issued, Inc. are fully paid and nonassessable and are owned beneficially by the Company free and clear of any perfected security interests or, to the best knowledge of such counsel, any other security interests, liens, encumbrances, equities or claims; (formerly known iv) the shares of capital stock issued and sold by the Company pursuant to the Combinations have been duly authorized and are validly issued, fully paid and non-assessable and are not subject to any pre-emptive or similar rights arising by statutes or, to the best knowledge of such counsel, under any contract, and such shares have been issued in compliance with federal securities and state "blue sky" laws; (v) the Company has an authorized, issued and outstanding capitalization as Horizon Seismicset forth in the Prospectus; all of the issued shares of capital stock of the Company have been duly authorized and validly issued and are fully paid and nonassessable, have been issued in compliance with all applicable federal and state securities laws and were not issued in violation of or subject to any preemptive rights or other rights to subscribe for or purchase securities; the Firm Securities have been duly authorized by all necessary corporate action of the Company and, when issued and delivered to and paid for by the Underwriters pursuant to this Agreement, will be validly issued, fully paid and nonassessable; the Securities have been duly included for trading on the Nasdaq National Market; no holders of outstanding shares of capital stock of the Company are entitled as such to any preemptive or other rights to subscribe for any of the Securities; and no holders of securities of the Company are entitled to have such securities registered under the Registration Statement; (vi) the statements (A) in the Prospectus under the captions "Risk Factors - Certain Tax Matters Related to Independent Contractors," "- Limitations on Access to Radio Channels," "- Shares Eligible for Future Sale," "The Company," "Certain Transactions," "Description of Capital Stock" and "Shares Eligible for Future Sale" and (B) in the Registration Statement in Items 14 and 15, in each case solely insofar as such statements constitute summaries of the legal matters, documents or proceedings referred to therein, fairly summarize the information called for with respect to such legal matters, documents and proceedings;

Conditions of the Underwriters’ Obligations. The obligations of the several Underwriters to purchase and pay for the Firm Securities shall be subject, in the Representatives' sole discretion, subject to the accuracy of the representations and warranties on the part of the parties hereto Company and the Guarantor contained herein as of the date hereof Time of Sale and as of the Firm Closing Date, as if made on and as of the Firm Closing Date, to the accuracy of the statements of the Company and the Selling Securityholders Guarantor made in any certificates delivered to the Underwriters pursuant to the provisions hereof, to the performance by the parties hereto Company and the Guarantor at or prior to the Closing Date of their respective covenants and agreements obligations hereunder that are required to be performed at or prior to the Closing Date and to the following additional conditions: (ai) If the Original Registration Statement or any amendment thereto filed prior to the Firm Closing Date has not been declared effective as of the time of execution hereof, the Original Registration Statement or such amendment and, if the Company has elected to rely upon Rule 462(b), the Rule 462(b) Registration Statement The Canadian Final Prospectus shall have been declared effective not later than the earlier of (i) 11:00 A.M., New York time, on the date on which the amendment to the registration statement originally filed with respect to the Securities or to the Registration Statement, as the case may be, containing information regarding the initial public offering price of the Securities has been filed with the Commission Reviewing Authority under the Shelf Procedures and (ii) the time confirmations are sent or given as specified by Rule 462(b)(2), or with respect to the Original Registration Statement, or such later time and date as shall have been consented to by the Representatives; if required, the U.S. Final Prospectus or any Term Sheet that constitutes a part thereof and any amendment or supplement thereto shall have been filed with the Commission in pursuant to General Instruction II.L of Form F-10; the manner final term sheet contemplated by Section 5(b) hereof, and within any other material required to be filed by the time period required by Rules 434 and 424(bCompany or the Guarantor pursuant to Rule 433(d) under the Act, shall have been filed with the Commission within the applicable time periods prescribed for such filings by Rule 433; and no stop order suspending the effectiveness of the Registration Statement or the use of any amendment thereto prospectus relating to the Securities or of any notice objecting to its use shall have been issued, issued and no proceedings for that purpose shall have been instituted or threatened orby the Commission. (b) At the Closing Date, each Underwriter shall have received a signed opinion of Osler, Xxxxxx & Harcourt LLP, Canadian counsel for the Underwriters, dated as of the Closing Date, with respect to such customary matters as the Underwriters may reasonably require. In giving such opinion, such counsel may rely, as to all matters governed by the laws of jurisdictions other than the Province of Ontario and the federal laws of Canada applicable therein, upon the opinions of counsel satisfactory to the Underwriters and as to legal matters pertaining to the Company and the Guarantor upon the opinion of counsel for the Company and the Guarantor. Such counsel may also state that, insofar as such opinion involves factual matters, they have relied, to the knowledge extent they deem proper, upon certificates of officers of the Company or the Representatives, shall be contemplated by Guarantor and upon certificates of public officials. Such counsel may further state that they express no opinion as to the Commission; Communications Statutes and the Company shall have complied with any request of the Commission for additional information (to be included in the Registration Statement or the Prospectus or otherwise)related matters. (bc) The Representatives At the Closing Date, each Underwriter shall have received an opiniona signed opinion and letter of Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP, United States counsel for the Underwriters, dated as of the Firm Closing Date, with respect to such customary matters as the Underwriters may reasonably require. Such counsel may state that, insofar as such opinion involves factual matters, they have relied, to the extent they deem proper, upon certificates of Gardere Wynnx Xxxxxx officers of the Company or the Guarantor and upon certificates of public officials. Such counsel may further state that they express no opinion as to the Communications Statutes and related matters. (d) At the Closing Date, each Underwriter shall have received a signed opinion and letter of Davies Xxxx Xxxxxxxx & XiggxXxxxxxxx LLP, X.L.P.Canadian counsel for the Company and the Guarantor, dated as of the Closing Date, in a form and with respect to such customary matters as may be reasonably satisfactory to the Underwriters. In giving such opinion, such counsel may rely, as to all matters governed by the laws of jurisdictions other than the Province of Ontario and the federal laws of Canada applicable therein, upon the opinions of counsel satisfactory to the Underwriters. Such counsel may also state that, insofar as such opinion involves factual matters, they have relied, to the extent they deem proper, upon certificates of officers of the Company or the Guarantor and upon certificates of public officials. Such counsel may further state that they express no opinion as to the Communications Statutes and related matters. (e) At the Closing Date, each Underwriter shall have received a signed opinion and letter of Cravath, Swaine & Xxxxx LLP, United States counsel for the Company and the Guarantor, dated as of the Closing Date, in a form and with respect to such customary matters as may be reasonably satisfactory to the Underwriters. Such counsel may state that, insofar as such opinion involves factual matters, they have relied, to the extent they deem proper, upon certificates of officers of the Company or the Guarantor and upon certificates of public officials. Such counsel may further state that they express no opinion as to the Communications Statutes and related matters. (f) At the Closing Date, the Underwriters shall have received a certificate from Xxxxx X. Xxxx, Senior Vice President, Regulatory, dated as of the Closing Date, in form and substance satisfactory to the Underwriters and counsel for the Underwriters, to the effect set forth in Annex A hereto. In delivering such certificate, such officer may rely, to the extent he deems appropriate in the circumstances, upon certificates of officers of the Company or the Guarantor and upon certificates of public officials. (g) At the Closing Date, the Underwriters shall have received a certificate of any two Vice Presidents of the Company and any Vice President of the Guarantor, in each case dated as of the Closing Date, to the effect that the signers of such certificate have examined the Registration Statement, the Disclosure Package, the Canadian Final Prospectus, the U.S. Final Prospectus and any supplements or amendments thereto, as well as each electronic road show used in connection with the offering of the Securities, the Securities, the Guarantees, the Indenture and this Agreement and that, to the best of such signer’s knowledge after due investigation and not in a personal capacity: (1) the Disclosure Package, as of the Time of Sale, did not contain an untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, (2) there has not been, since the dates as of which information is given in the Disclosure Package, the Canadian Final Prospectus and the U.S. Final Prospectus, a Material Adverse Change, (3) the Company or the Guarantor, as applicable, has in all material respects complied with all agreements and satisfied all conditions to be performed or satisfied by it under this Agreement at or prior to the Closing Date and (4) the other representations and warranties of the Company or the Guarantor, as applicable, set forth in Section 1(a) hereof are true and correct as though expressly made at and as of the Closing Date. (h) On the date hereof and at the Closing Date, the Underwriters shall have received from KPMG LLP a letter, in form and substance reasonably satisfactory to the Underwriters, containing statements and information of the type ordinarily included in accountant’s “comfort letters” to underwriters with respect to the financial statements and certain financial information contained in the Disclosure Package, and, with respect to the letter delivered on the Closing Date, the Canadian Final Prospectus and the U.S. Final Prospectus. (i) On the date hereof and at the Closing Date, the Underwriters shall have received a certificate of Xxxxxxx Xxxxxxxxx, Chief Financial Officer of the Company, in form and substance reasonably satisfactory to the Underwriters, with respect to certain financial information contained in the Disclosure Package, and, with respect to the certificate delivered on the Closing Date, the Canadian Final Prospectus and the U.S. Final Prospectus. (j) Subsequent to the Time of Sale and prior to the Closing Date, there shall not have been any downgrading, nor any notice given of any intended or potential downgrading or of a possible change that does not indicate the direction of the possible change, in the rating accorded any of the Company’s long term debt, including the Securities, by S&P Global Ratings, a division of S&P Global Inc., Xxxxx’x Investors Service, Inc., Fitch Ltd. or, in each case, any successor to the rating agency business thereof. (k) At the Closing Date, counsel for the CompanyUnderwriters shall have been furnished with all such documents, Seitel certificates and EHIopinions as they may reasonably request for the purpose of enabling them to pass upon the issuance and sale of the Securities as contemplated in this Agreement and the matters referred to in Section 7(b) and Section 7(c) and in order to evidence the accuracy and completeness of any of the representations, warranties or statements of the Company or the Guarantor, the performance of any of the agreements of the Company or the Guarantor, or the fulfillment of any of the conditions herein contained. (l) Prior to the effect that: (i) Closing Date, the Securities shall be eligible for clearance and settlement through DTC. If any of the conditions specified in this Section 7 shall not have been fulfilled when and as required by this Agreement, this Agreement may be terminated by the Underwriters on notice to the Company and each of Eagle Geophysical Onshore, Inc., a Delaware corporationat any time at or prior to the Closing Date, and Eagle Geophysical Offshoresuch termination shall be without liability of any party to any other party except as provided in Section 6 hereof. Notwithstanding any such termination, Inc. (formerly known as Horizon Seismic,the provisions of Sections 1, 6, 8, 9, 10, 13, 14, 16, 17, 18, 19, 20 and 21 hereof shall remain in effect.

Conditions of the Underwriters’ Obligations. The obligations of the several Underwriters Underwriter hereunder, as to purchase and pay for the Firm Securities Shares to be delivered at the Time of Delivery, shall be subject, in the Representatives' sole its discretion, to the accuracy of the condition that all representations and warranties of the parties hereto contained herein as of the date hereof and as of the Firm Closing Date, as if made on and as of the Firm Closing Date, to the accuracy of the other statements of the Company herein are true and correct, the Selling Securityholders made pursuant condition that the Company shall have performed all of its obligations hereunder theretofore to the provisions hereofbe performed, to the performance by the parties hereto of their respective covenants and agreements hereunder and to the following additional conditions: (a) If On the Original Registration Statement or any amendment thereto filed date of the Prospectus at a time prior to the Firm Closing Date has not been declared effective execution of this Agreement, KPMG LLP shall have furnished to the Underwriter a letter, dated the date of delivery thereof, in form and substance satisfactory to the Underwriter, containing statements and information of the type ordinarily included in accountants “comfort letters” to underwriters with respect to the financial statements of the Company and certain financial information contained, incorporated by reference in or deemed to be incorporated by reference in the Registration Statement, the General Disclosure Package and the Prospectus. (b) At the Time of Delivery, KPMG LLP shall have delivered a letter, dated as of the time Time of execution hereofDelivery, to the effect that they reaffirm the statements made in the letter furnished pursuant to subsection (a) of this Section, except that the specified date referred to shall be a date not more than three business days prior to the Time of Delivery. (c) Each of the preliminary prospectus supplement, the Original Registration Statement or such amendment and, Statutory Prospectus and the Prospectus containing the Rule 430B Information shall have been filed with the Commission in the manner and within the applicable time period required by Rule 424(b) (without reliance on Rule 424(b)(8)) and in accordance with Section 6.1(a) hereof; if the Company has elected to rely upon Rule 462(b), the Rule 462(b) Registration Statement shall have been declared become effective not later than the earlier of (i) 11:00 A.M.by 10:00 p.m., New York City time, on the date on which the amendment to the registration statement originally filed with respect to the Securities or to the Registration Statement, as the case may be, containing information regarding the initial public offering price of the Securities has been filed with the Commission and (ii) the time confirmations are sent or given as specified by Rule 462(b)(2), or with respect to the Original Registration Statement, or such later time and date as shall have been consented to by the Representatives; if required, the Prospectus or any Term Sheet that constitutes a part thereof and any amendment or supplement thereto shall have been filed with the Commission in the manner and within the time period required by Rules 434 and 424(b) under the Actthis Agreement; no stop order suspending the effectiveness of the Registration Statement or any amendment thereto part thereof shall have been issued, issued and no proceedings proceeding for that purpose shall have been instituted initiated or threatened or, to the Company’s knowledge of the Company or the Representatives, shall be contemplated threatened by the Commission; and no order preventing or suspending the use of any preliminary prospectus, the Statutory Prospectus or the Prospectus shall have been issued by the Commission or any other Governmental Entity; any material required to be filed by the Company pursuant to Rule 433(d) under the Securities Act shall have complied been filed with any request the Commission within the applicable time periods prescribed for such filings by Rule 433; all requests for additional information on the part of the Commission for additional information shall have been complied with to the reasonable satisfaction of the Underwriter and no notice of objection of the Commission to the use of such form of registration statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) of the Securities Act Regulations shall have been received by the Company. (d) Subsequent to be included the execution and delivery of this Agreement, there shall not have occurred (i) any change, or any development or event involving a prospective change, in the Registration Statement or the Prospectus condition (financial or otherwise), results of operations, business, properties or prospects of the Company and its subsidiaries taken as a whole which, in the judgment of the Underwriter, is material and adverse and makes it impractical or inadvisable to market the Shares; (ii) any downgrading in the rating of any debt securities of the Company by any “nationally recognized statistical rating organization” (as defined for purposes of Rule 436(g) of the Securities Act Regulations), or any public announcement that any such organization has under surveillance or review its rating of any debt securities of the Company (other than an announcement with positive implications of a possible upgrading, and no implication of a possible downgrading, of such rating); (iii) any change in U.S. or international financial, political or economic conditions or currency exchange rates or exchange controls the effect of which is such as to make it, in the judgment of the Underwriter, impractical to market or to enforce contracts for the sale of the Shares, whether in the primary market or in respect of dealings in the secondary market; (iv) any suspension or material limitation of trading in securities generally on the NYSE, or any setting of minimum or maximum prices for trading on such exchange; (v) any suspension of trading of any securities of the Company on any exchange or in the over-the-counter market; (vi) any banking moratorium declared by any U.S. federal or New York State authorities; (vii) any major disruption of settlements of securities, payment, or clearance services in the United States or any other country where such securities are listed or (viii) any attack on, outbreak or escalation of hostilities or act of terrorism involving the United States, any declaration of war by Congress or any other national or international calamity or emergency if, in the judgment of the Underwriter, the effect of any such attack, outbreak, escalation, act, declaration, calamity or emergency is such as to make it impractical or inadvisable to market the Shares or to enforce contracts for the sale of the Shares. (be) The Representatives Underwriter shall have received an opinion, dated the Firm Closing DateTime of Delivery, of Gardere Wynnx Xxxxxx X. Xxxxxxx Xxxxx, Senior Executive Vice President, General Counsel & Xiggx, X.L.P., counsel for Corporate Secretary of the Company, Seitel and EHI, substantially to the effect as set forth in Xxxxx XX. (f) The Underwriter shall have received an opinion and letter, dated the Time of Delivery, of Xxxxxxxx and Xxxxxxxx LLP, special counsel to the Company, substantially to the effect as set forth in Annexes V and VI respectively. (g) Xxxxxx Xxxxxxxx Xxxxx & Xxxxxxxx LLP shall have furnished to the Underwriter such written opinion or opinions, dated the Time of Delivery, with respect to such matters as the Underwriter may reasonably request, and such counsel shall have received such papers and information as they may reasonably request to enable them to pass upon such matters. (h) The Underwriter shall have received on the Time of Delivery a certificate of the Company’s Chief Executive Officer or a Senior Vice President and its Chief Financial Officer stating that:: (i) the condition set forth in subsection (c) of this Section 9 has been satisfied, (ii) as of the date of the Agreement and as of the Time of Delivery, the representations and warranties of the Company set forth in Section 4 of the Agreement are accurate, (iii) as of the Time of Delivery, all agreements, conditions and obligations of the Company to be performed or complied with hereunder on or prior thereto have been duly performed or complied with, (iv) the Company and the Bank have not sustained any material loss or interference with their respective businesses or properties from fire, flood, hurricane, accident or other calamity, whether or not covered by insurance, or from any labor dispute or any legal or governmental proceeding, (v) there are no pro forma or as adjusted financial statements that are required to be included in the Registration Statement, the General Disclosure Package or the Prospectus pursuant to the Securities Act, the Securities Act Regulations, the Exchange Act or the Exchange Act Regulations that have not been included as required and (vi) subsequent to the respective dates as of which information is given in the Registration Statement, the General Disclosure Package and the Prospectus there has not been any material adverse change or any development involving a prospective material adverse change, whether or not arising from transactions in the ordinary course of business, in or affecting (y) the business, condition (financial or otherwise), results of operations, stockholders’ equity, properties or prospects of the Company and the Bank, individually or taken as a whole or (z) the Offering or consummation of any of the other transactions contemplated by this Agreement, the Registration Statement, the General Disclosure Package and the Prospectus. (i) The Underwriter shall have received on the Time of Delivery a certificate of the Selling Shareholder’s Assistant Director stating that: (i) as of the date of the Agreement and as of the Time of Delivery, the representations and warranties of the Selling Shareholder set forth in Section 5 of the Agreement are accurate and (ii) as of the Time of Delivery, all agreements, conditions and obligations of the Selling Shareholder to be performed or complied with under the Agreement on or prior thereto have been duly performed or complied with. (j) The Company and the Selling Shareholder shall have furnished or caused to have been furnished to the Underwriter further certificates and documents as the Underwriter shall have reasonably requested. (k) At or prior to the Time of Delivery, the Underwriter shall have received Lock-Up Agreements in substantially the form of Annex II hereto from each of the Company’s executive officers and directors listed on Schedule II attached hereto. (l) At the Time of Delivery, the Shares shall have been approved for listing on the NYSE. (m) As of the date hereof and at the Time of Delivery, the Chief Financial Officer of the Company shall have furnished to the Underwriter a certificate with respect to certain financial information contained in the General Disclosure Package and the Prospectus, dated the respective dates of delivery thereof, in substantially the form of Annex VII. The Company will furnish the Underwriter with such conformed copies of such opinions, certificates, letters and documents as the Underwriter reasonably request. If any of the conditions hereinabove provided for in this Section 9 shall not have been satisfied when and as required by this Agreement, this Agreement may be terminated by the Underwriter by notifying the Company and each the Selling Shareholder of Eagle Geophysical Onshore, Inc., a Delaware corporation, and Eagle Geophysical Offshore, Inc. (formerly known as Horizon Seismic,such termination in writing or by telegram at or prior to the Time of Delivery. The Underwriter may in its sole discretion waive compliance with any conditions to its obligations hereunder.

Conditions of the Underwriters’ Obligations. The obligations of the several Underwriters to purchase and pay for the Firm Securities shall be subject, in the Representatives' sole discretion, to the accuracy of the representations and warranties of the parties hereto Company and the Selling Securityholders contained herein as of the date hereof and as of the Firm Closing Date, as if made on and as of the Firm Closing Date, to the accuracy of the statements of the Company Company's officers and the Selling Securityholders made pursuant to the provisions hereof, to the performance by the parties hereto Company and the Selling Securityholders of their respective covenants and agreements hereunder and to the following additional conditions: (a) If the Original Registration Statement or any amendment thereto filed prior to the Firm Closing Date has not been declared effective as of the time of execution hereof, the Original Registration Statement or such amendment and, if the Company has elected to rely upon Rule 462(b), the Rule 462(b) Registration Statement shall have been declared effective not later than the earlier of (i) 11:00 A.M., New York City time, on the date on which the amendment to the registration statement originally filed with respect to the Securities or to the Registration Statement, as the case may be, containing information regarding the initial public offering price of the Securities has been filed with the Commission and (ii) the time confirmations are sent or given as specified by Rule 462(b)(2)) or, or with respect to the Original Registration Statement, or such later time and date as shall have been consented to by the Representatives; if required, the Prospectus or any Term Sheet that constitutes a part thereof and any amendment or supplement thereto shall have been filed with the Commission in the manner and within the time period required by Rules 434 and 424(b) under the Act; no stop order suspending the effectiveness of the Registration Statement or any amendment thereto shall have been issued, and no proceedings for that purpose shall have been instituted or threatened or, to the knowledge of the Company or the Representatives, shall be contemplated by the Commission; and the Company shall have complied with any request of the Commission for additional information (to be included in the Registration Statement or the Prospectus or otherwise). (b) The Representatives shall have received an opinion, dated the Firm Closing Date, of Gardere Wynnx Xxxxxx Shumxxxx, Xxop & XiggxKendxxxx, X.L.P., counsel xxunsel for the Company, Seitel and EHI, to the effect that: (i) the Company, each of its subsidiaries and, to such counsel's knowledge, each Eye Care Entity have been duly organized and are validly existing as corporations in good standing under the laws of their respective jurisdictions of incorporation and are duly qualified to transact business as foreign corporations and are in good standing under the laws of all other jurisdictions where the ownership or leasing of their respective properties or the conduct of their respective businesses requires such qualification, except where the failure to be so qualified does not amount to a material liability or disability to the Company or any of its subsidiaries; (ii) the Company, each of its subsidiaries and, to such counsel's knowledge, each Eye Care Entity have corporate power to own or lease their respective properties and conduct their respective businesses as described in the Registration Statement and the Prospectus, and the Company has corporate power to enter into this Agreement and to carry out all the terms and provisions hereof to be carried out by it; (iii) the issued shares of capital stock of each of the Company's subsidiaries have been duly authorized and validly issued, are fully paid and nonassessable and are owned beneficially by the Company free and clear of any security interests, liens, encumbrances, equities or claims; (iv) the Company has an authorized, issued and outstanding capitalization as set forth in the Prospectus; all of the issued shares of capital stock of the Company have been duly authorized and validly issued and are fully paid and nonassessable and were not issued in violation of or subject to any preemptive rights or, to the best knowledge of such counsel, other rights to subscribe for or purchase securities; the Firm Securities have been duly authorized by all necessary corporate action of the Company and, when issued and delivered to and paid for by the Underwriters pursuant to this Agreement, will be validly issued, fully paid and nonassessable; the Firm Securities have been duly included for quotation on the Nasdaq National Market; no holders of outstanding shares of capital stock of the Company are entitled as such to any preemptive or, to the best knowledge of such counsel, to other rights to subscribe for any of the Securities; and, to the best knowledge of such counsel, except as described in the Registration Statement and the Prospectus, no holders of securities of the Company are entitled to have such securities registered under the Registration Statement; (v) the statements set forth under the heading "Description of Capital Stock" in the Prospectus, insofar as such statements purport to summarize the material provisions of the capital stock of the Company, provide a summary of such material provisions to the extent required by the Act, and the statements set forth under the headings "Business - Management Agreements," "Business - Governmental Regulations" and "Certain Transactions" in the Prospectus, insofar as such statements constitute a summary of the agreements and matters referred to therein, provide a summary of such agreements and matters to the extent required by the Act; (vi) the execution and delivery of this Agreement have been duly authorized by all necessary corporate action of the Company and each this Agreement has been duly executed and delivered by the Company; (vii) (A) to the best knowledge of Eagle Geophysical Onshoresuch counsel, Inc.no legal or governmental proceedings are pending to which the Company, any of its subsidiaries or any of the Eye Care Entities is a Delaware corporationparty or to which the property of the Company, any of its subsidiaries or any of the Eye Care Entities is subject that are required to be described in the Registration Statement or the Prospectus and Eagle Geophysical Offshoreare not described therein, Inc. and, to the best knowledge of such counsel, no such proceedings have been threatened against the Company, any of its subsidiaries or any of the Eye Care Entities or with respect to any of their respective properties and (formerly known B) such counsel does not know of any contract or other document of a character that is required to be described in the Registration Statement or the Prospectus or to be filed as Horizon Seismic,an exhibit to the Registration Statement that is not described therein or filed as required; (viii) the issuance, offering and sale of the Securities to the Underwriters by the Company pursuant to this Agreement, the compliance by the Company with the other provisions of this Agreement and the consummation of the other transactions herein contemplated do not (A) require the consent, approval, authorization, registration or

Conditions of the Underwriters’ Obligations. The obligations of the Underwriters under this Agreement are several and not joint. The respective obligations of the Underwriters to purchase and pay for the Firm Securities shall be subject, in the Representatives' sole discretion, Shares are subject to the accuracy each of the representations following terms and warranties of the parties hereto contained herein as of the date hereof and as of the Firm Closing Date, as if made on and as of the Firm Closing Date, to the accuracy of the statements of the Company and the Selling Securityholders made pursuant to the provisions hereof, to the performance by the parties hereto of their respective covenants and agreements hereunder and to the following additional conditions: (a) If Notification that the Original Registration Statement or any amendment thereto filed prior to the Firm Closing Date has not been declared become effective as of the time of execution hereof, the Original Registration Statement or such amendment and, if the Company has elected to rely upon Rule 462(b), the Rule 462(b) Registration Statement shall have been declared effective not later than received by the earlier of (i) 11:00 A.M., New York time, on Representatives and the date on which the amendment to the registration statement originally filed with respect to the Securities or to the Registration Statement, as the case may be, containing information regarding the initial public offering price of the Securities has been filed with the Commission and (ii) the time confirmations are sent or given as specified by Rule 462(b)(2), or with respect to the Original Registration Statement, or such later time and date as Prospectus shall have been consented to by the Representatives; if required, the Prospectus or any Term Sheet that constitutes a part thereof and any amendment or supplement thereto shall have been timely filed with the Commission in accordance with Section 6(A)(i) of this Agreement. (b) No order preventing or suspending the manner use of any preliminary prospectus or the Prospectus shall have been or shall be in effect, and within the time period required by Rules 434 and 424(b) under the Act; no stop order suspending the effectiveness of the Registration Statement or any amendment thereto shall have been issuedbe in effect, and no proceedings for that such purpose shall have been instituted be pending before or threatened or, to the knowledge of the Company or the Representatives, shall be contemplated by the Commission; , and any requests for additional information on the Company shall have complied with any request part of the Commission for additional information (to be included in the Registration Statement or the Prospectus or otherwise)) shall have been complied with to the satisfaction of the Commission and the reasonable satisfaction of the Representatives. (bc) The representations and warranties of the Company contained in this Agreement and in the certificates delivered pursuant to Section 5(d) shall be true and correct when made and on and as of each Closing Date as if made on such date, and the Company shall have performed all covenants and agreements and satisfied all the conditions contained in this Agreement required to be performed or satisfied by it at or before such Closing Date. (d) The Representatives shall have received an opinionon each Closing Date a certificate, addressed to the Representatives and dated the Firm such Closing Date, of Gardere Wynnx Xxxxxx & Xiggxthe chief executive or chief operating officer and the chief financial officer or chief accounting officer of the Company to the effect that (i) the signers of such certificates have carefully examined the Registration Statement, X.L.P.the Prospectus and this Agreement, counsel for and that the Companyrepresentations and warranties of the Company in this Agreement are true and correct on and as of such Closing Date with the same effect as if made on such Closing Date, Seitel (ii) the Company has performed all covenants and EHIagreements and satisfied all conditions contained in this Agreement required to be performed or satisfied by it at or prior to such Closing Date and (iii) no stop order suspending the effectiveness of the Registration Statement has been issued and, to their best knowledge, no proceedings for that purpose have been instituted or are pending under the Securities Act. (e) The Representatives shall have received on the Effective Date, at the time this Agreement is executed and on each Closing Date a signed letter from PricewaterhouseCoopers, LLP addressed to the Representatives and dated, respectively, the Effective Date, the date of this Agreement and each such Closing Date, in form and substance reasonably satisfactory to the Representatives, confirming that they are independent accountants within the meaning of the Securities Act and the Rules, and stating in effect that: (i) in their opinion, the financial statements and financial statement schedules of the Company and each its subsidiaries, Calder Race Course, Inc. and Tropical Park, Inc. included or incorporated by reference in the Registration Statement and the Prospectus and audited by them comply as to form in all material respects with the applicable accounting requirements of Eagle Geophysical Onshorethe Securities Act and the Rules; (ii) they have read the unaudited pro forma condensed consolidated balance sheet of the Company as of March 31, Inc.1999, and the unaudited pro forma condensed consolidated statements of income for the Company for the year ended December 31, 1998, and the three-month period ended March 31, 1999, included in the Registration Statement, inquired of officials of the Company who have responsibility for financial and accounting matters about (A) the basis for their determination of the pro forma adjustments and (B) whether the unaudited pro forma condensed consolidated financial statements referred to in this paragraph (ii) comply as to form in all material respects with the applicable accounting requirements of Rule 11-02 of Regulation S-X and proved the arithmetic accuracy of the application of the pro forma adjustments to the historical amounts in the unaudited pro forma condensed consolidated financial statements; (iii) on the basis of the review referred to in clause (ii) above, nothing came to their attention that caused them to believe that (a) the unaudited pro forma condensed consolidated financial statements referred to in (ii) above do not comply as to form in all material respects with the applicable accounting requirements of Rule 11-02 of Regulation S-X and (b) the pro forma adjustments have not been properly applied to the historical amounts in the compilation of those statements; (iv) they have performed the procedures specified by the American Institute of Certified Public Accountants for a review of interim financial information as described in Statement of Auditing Standards No. 71, INTERIM FINANCIAL INFORMATION, on the unaudited condensed interim financial statements of the Company and its subsidiaries, Calder Race Course, Inc. and Tropical Park, Inc. included in the Registration Statement; (v) on the basis of the review referred to in clause (iv) above, a Delaware corporationreading of the latest available interim financial statements of the Company, inquiries of officials of the Company who have responsibility for financial and Eagle Geophysical Offshoreaccounting matters and other specified procedures, Inc. nothing came to their attention that caused them to believe that: (formerly known 1) the unaudited financial statements included in the Registration Statement do not comply as Horizon Seismicto form in all material respects with the applicable accounting requirements of the Act and the related published Rules and Regulations or any material modifications should be made to such unaudited financial statements for them to be in conformity with generally accepted accounting principles; (2) at a specified date not more than three business days prior to the date of the letter, there was any change in the capital stock or any increase in the short-term or long-term indebtedness of the Company and its consolidated subsidiaries or, at the date of the latest available balance sheet read by such accountants, there was any decrease in consolidated net current assets or net assets, as compared with amounts shown on the latest balance sheet included in the Prospectus; or (3) for the period from the closing date of the latest income statement included in the Prospectus to the closing date of the latest available income statement read by such accountants there were any decreases, as compared with the corresponding period of the previous year and with the period of corresponding length ended the date of the latest income statement included in the Prospectus, in consolidated net sales or net operating income in the total or per share amounts of consolidated net income; except in all cases set forth in clauses (2) and (3) above for changes, increases or decreases which the Prospectus discloses have occurred or may occur or which are described in such letter; (vi) they have performed certain other procedures as a result of which they determined that certain information of an accounting, financial or statistical nature (which is limited to accounting, financial or statistical information derived from the general accounting records of the Company) set forth in the Registration Statement and the Prospectus and reasonably specified by the Representatives agrees with the accounting records of the Company; and (vii) they have performed certain other procedures as a result of which they determined that the information set forth in the Prospectus under the captions "Summary Consolidated Selected Financial Information," "Capitalization," "Selected Consolidated Financial Information," "Management's Discussion and Analysis of Financial Condition and Results of Operations" and "Business" which is expressed in dollars (or percentages derived from dollar amounts) and has been obtained from accounting records which are subject to financial reporting controls or which have been derived directly from such accounting records by analysis or computation, is in agreement with the records or computations made therefrom. References to the Registration Statement and the Prospectus in this paragraph (e) are to such documents as amended and supplemented at the date of the letter.

Conditions of the Underwriters’ Obligations. The obligations of the several Underwriters to purchase and pay for the Firm Securities shall be subject, in the Representatives' sole discretion, Underwriter hereunder are subject to the accuracy accuracy, when made and on the Delivery Date, of the representations and warranties of the parties hereto contained herein as of the date hereof and as of the Firm Closing Date, as if made on and as of the Firm Closing Date, to the accuracy of the statements of the Company and the Selling Securityholders made pursuant to the provisions hereofStockholder contained herein, to the performance by the parties hereto Company and the Selling Stockholder of their respective covenants and agreements hereunder obligations hereunder, and to each of the following additional terms and conditions: (a) If the Original Registration Statement or any amendment thereto filed prior to the Firm Closing Date has not been declared effective as of the time of execution hereof, the Original Registration Statement or such amendment and, if the Company has elected to rely upon Rule 462(b), the Rule 462(b) Registration Statement The Prospectus Supplement shall have been declared effective not later than the earlier of (i) 11:00 A.M., New York time, on the date on which the amendment to the registration statement originally filed with respect to the Securities or to the Registration Statement, as the case may be, containing information regarding the initial public offering price of the Securities has been filed with the Commission and (ii) the time confirmations are sent or given as specified by Rule 462(b)(2), or with respect to the Original Registration Statement, or such later time and date as shall have been consented to by the Representatives; if required, the Prospectus or any Term Sheet that constitutes a part thereof and any amendment or supplement thereto shall have been timely filed with the Commission in the manner and within the time period required by Rules 434 and 424(b) under the Actaccordance with Section 6(a); no stop order suspending the effectiveness of the Registration Statement or any amendment thereto part thereof shall have been issued, issued and no proceedings proceeding for that purpose shall have been instituted initiated or threatened or, to the knowledge of the Company or the Representatives, shall be contemplated by the Commission; and the Company shall have complied with any request of the Commission for inclusion of additional information (to be included in the Registration Statement or the Prospectus or otherwise)otherwise shall have been complied with. (b) The Representatives Underwriter shall not have received discovered and shall not have disclosed to the Company on or prior to the Delivery Date that the Registration Statement or the Prospectus or any amendment or supplement thereto contains an opinionuntrue statement of a fact which, dated in the Firm Closing Date, opinion of Gardere Wynnx Sidley Xxxxxx Xxxxx & Xiggx, X.L.P.Xxxx LLP, counsel for the Underwriter, is material or omits to state a fact which, in the opinion of such counsel, is material and is required to be stated therein or is necessary to make the statements therein not misleading. (c) All corporate proceedings and other legal matters incident to the authorization, form and validity of this Agreement, the Stock, the Registration Statement and the Prospectus, and all other legal matters relating to this Agreement and the transactions contemplated hereby shall be reasonably satisfactory in all material respects to counsel for the Underwriter, and the Company and the Selling Stockholder shall have furnished to such counsel all documents and information that they may reasonably request to enable them to pass upon such matters. (d) Xxxxxxxx & Xxxxx LLP shall have furnished to the Underwriter its written opinion, as counsel to the Company and the Selling Stockholder, addressed to the Underwriter and dated the Delivery Date, in substantially the form of Exhibit A hereto and Fulbright & Xxxxxxxx, LLP shall have furnished its written opinion, as counsel to the Company, Seitel and EHI, addressed to the effect Underwriter and dated the Delivery Date, in substantially the form of Exhibit B hereto. (e) The Underwriter shall have received from Sidley Xxxxxx Xxxxx & Xxxx LLP, counsel for the Underwriter, such opinion or opinions, dated the Delivery Date, with respect to the Registration Statement, the Prospectus and other related matters as the Underwriter may reasonably require, and the Company shall have furnished to such counsel such documents as they reasonably request for the purpose of enabling them to pass upon such matters. (f) At the Delivery Date, the Underwriter shall receive from Ernst & Young LLP a letter, in form and substance satisfactory to the Underwriter, addressed to the Underwriter and dated the Delivery Date (i) confirming that they are independent public accountants within the meaning of the Securities Act and are in compliance with the applicable requirements relating to the qualification of accountants under Rule 2-01 of Regulation S-X of the Commission, and (ii) stating, as of the date of such letter (or, with respect to matters involving changes or developments since the respective dates as of which specified financial information is given in the Prospectus, as of a date not more than five days prior to the date of such letter), the conclusions and findings of such firm with respect to the financial information and other matters ordinarily covered by accountants’ “comfort letters” to underwriters in connection with registered public offerings. (g) The Company shall have furnished to the Underwriter a certificate, dated the Delivery Date, of its Chairman of the Board, its President or a Vice President and its Chief Financial Officer stating that: (i) The representations, warranties and agreements of the Company in Section 1 are true and correct as of the Delivery Date; the Company has complied with all its agreements contained herein as well as satisfied all conditions on its part to be performed or satisfied hereunder, including, but not limited to, the conditions set forth in Sections 9(a) and 9(l), have been fulfilled; and (ii) They have carefully examined the Registration Statement and the Prospectus Supplement and, in their opinion (A) the Registration Statement and any amendments thereto, as of the Effective Date and as of the date the Company’s most recent Annual Report on Form 10-K was filed with the Commission, and the Prospectus and any amendments or supplements thereto, as of the date thereof and as of the Delivery Date, did not and do not include any untrue statement of a material fact and did not and do not omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading, and (B) since the Effective Date no event has occurred which should have been set forth in a supplement or amendment to the Registration Statement or the Prospectus. (h) The Selling Stockholder shall have furnished to the Underwriter on the Delivery Date a certificate, dated the Delivery Date, signed by, or on behalf of, the Selling Stockholder stating that the representations, warranties and agreements of the Selling Stockholder contained herein are true and correct as of the Delivery Date and that the Selling Stockholder has complied with all agreements contained herein to be performed by the Selling Stockholder at or prior to the Delivery Date. (i) Neither the Company nor any of its subsidiaries shall have sustained since the date of the latest audited financial statements included or incorporated by reference in the Prospectus any loss or interference with its business from fire, explosion, flood or other calamity, whether or not covered by insurance, or from any labor dispute or court or governmental action, order or decree, otherwise than as set forth or contemplated in the Prospectus or (ii) since such date there shall not have been any change in the capital stock (other than grants or exercises pursuant to employee stock option plans or issuances pursuant to employee stock purchase plans from shares reserved for issuance under such plans as described in the Prospectus) or change in long-term debt of the Company or any of its subsidiaries (other than borrowings under the Credit Agreement), or any change, or any development involving a prospective change, in or affecting the general affairs, management, financial position, stockholders’ equity, results of operations or business of the Company and each its subsidiaries, otherwise than as set forth or contemplated in the Prospectus, the effect of Eagle Geophysical Onshorewhich, Inc.in any such case described in clause (i) or (ii), is, in the judgment of the Underwriter, so material and adverse as to make it impracticable or inadvisable to proceed with the public offering or the delivery of the Stock being delivered on the Delivery Date on the terms and in the manner contemplated in the Prospectus. (j) Subsequent to the execution and delivery of this Agreement (i) no downgrading shall have occurred in the rating accorded the Company’s debt securities by any “nationally recognized statistical rating organization,” as that term is defined by the Commission for purposes of Rule 436(g)(2) of the Rules and Regulations and (ii) no such organization shall have publicly announced that it has under surveillance or review, with possible negative implications, its rating of any of the Company’s debt securities. (k) Subsequent to the execution and delivery of this Agreement there shall not have occurred any of the following: (i) trading in securities generally on the New York Stock Exchange, the American Stock Exchange, the Nasdaq National Market or in the over-the-counter market, or trading in any securities of the Company on any exchange or in the over-the-counter market, shall have been suspended or the settlement of such trades generally shall have been materially disrupted or minimum prices shall have been established on any such exchange or such market by the Commission, by such exchange or by any other regulatory body or governmental authority having jurisdiction, (ii) a Delaware corporationbanking moratorium shall have been declared by Federal or state authorities, (iii) the United States shall have become engaged in hostilities (other than the current hostilities in Afghanistan and Eagle Geophysical OffshoreIraq), Inc. there shall have been a significant escalation in hostilities involving the United States or there shall have been a declaration of a national emergency or war by the United States or (formerly known iv) there shall have occurred such a material adverse change in general economic, political or financial conditions, including without limitation as Horizon Seismic,a result of terrorist activities after the date hereof (or the effect of international conditions on the financial markets in the United States shall be such) as to make it, in the judgment of the Underwriter, impracticable or inadvisable to proceed with the public offering or delivery of the Stock being delivered on the Delivery Date on the terms and in the manner contemplated in the Prospectus. (l) The Stock to be delivered on the Delivery Date is listed on the Nasdaq National Market.

Conditions of the Underwriters’ Obligations. The several obligations of the several Underwriters hereunder to purchase the Shares on the Closing Date and pay for the Firm Securities shall be subject, in the Representatives' sole discretion, to the accuracy of the representations and warranties of the parties hereto contained herein as of the date hereof and as of the Firm each Option Closing Date, as if made on and as of the Firm Closing Datecase may be, to the accuracy of the statements of the Company and the Selling Securityholders made pursuant to the provisions hereof, are subject to the performance by the parties hereto Company and each of the Selling Shareholders of their respective covenants and agreements obligations hereunder and to the following additional conditions: (a) If The Prospectus shall have been filed with the Original Registration Statement or any amendment thereto Commission pursuant to Rule 424(b) under the Securities Act within the applicable time period prescribed for such filing by the Securities Act and in accordance with Section 4(a)(i) hereof; all material required to be filed prior by the Company pursuant to Rule 433(d) under the Firm Closing Date has not Securities Act shall have been declared effective as of filed with the Commission within the applicable time of execution hereof, period prescribed for such filing by Rule 433 under the Original Registration Statement or such amendment and, Securities Act; if the Company has elected to rely upon Rule 462(b)) under the Securities Act, the Rule 462(b) Registration Statement shall have been declared become effective not later than the earlier of (i) 11:00 A.M.by 10:00 p.m., New York City time, on the date on which the amendment to the registration statement originally filed with respect to the Securities or to of this Agreement; the Registration Statement, as the case may be, containing information regarding the initial public offering price of the Securities Statement has been filed with the Commission become effective and (ii) the time confirmations are sent or given as specified by Rule 462(b)(2), or with respect to the Original Registration Statement, or such later time and date as shall have been consented to by the Representatives; if required, the Prospectus or any Term Sheet that constitutes a part thereof and any amendment or supplement thereto shall have been filed with the Commission in the manner and within the time period required by Rules 434 and 424(b) under the Act; no stop order suspending the effectiveness of the Registration Statement or any amendment thereto part thereof, the Prospectus or any part thereof or any Issuer Free Writing Prospectus shall have been issued, issued and no proceedings proceeding for that purpose shall have been instituted initiated or threatened or, to the knowledge of the Company or the Representatives, shall be contemplated by the CommissionCommission or any state securities commission; and all requests for additional information on the Company shall have complied with any request part of the Commission for additional information (shall have been complied with to be included in the Registration Statement or the Prospectus or otherwise)your reasonable satisfaction. (b) The respective representations and warranties of the Company, the Bank and each Selling Shareholder contained herein are true and correct on and as of the Closing Date (and each Option Closing Date, as the case may be, with respect to the Company and the Bank), as if made on and as of the Closing Date (and each Option Closing Date, as the case may be, with respect to the Company and the Bank), and each of the Company, the Bank and each Selling Shareholder shall have complied with all agreements and all conditions on its part to be performed or satisfied hereunder at or prior to the Closing Date (and each Option Closing Date, as the case may be, with respect to the Company and the Bank). (c) Subsequent to the execution and delivery of this Agreement and prior to the Closing Date and each Option Closing Date, as the case may be, there shall not have occurred any downgrading, nor shall any notice have been given of (i) any downgrading, (ii) any intended or potential downgrading, or (iii) any review or possible change that does not indicate an improvement, in the rating accorded any securities of or guaranteed by the Company or any Subsidiary by any “nationally recognized statistical rating organization,” as such term is defined for purposes of Rule 436(g)(2) under the Securities Act. (i) Neither the Company nor any Subsidiary shall have sustained since the date of the latest audited financial statements included in the Pricing Prospectus any material loss or interference with its business from fire, explosion, flood or other calamity, whether or not covered by insurance, or from any labor dispute or court or governmental action, order or decree, otherwise than as set forth or contemplated in the Pricing Prospectus, and (ii) since the respective dates as of which information is given in the Registration Statement, the Pricing Disclosure Package and the Prospectus, (A) there shall not have been any change in the capital stock or long-term debt of the Company or any Subsidiary, (B) there shall not have been any Material Adverse Effect, and (C) neither the Company nor any of its Subsidiaries has entered into any transaction or agreement (whether or not in the ordinary course of business) that is material to the Company and its Subsidiaries taken as a whole or incurred any liability or obligation, direct or contingent, that is material to the Company and its Subsidiaries taken as a whole, the effect of which, in any such case described in clause (i) or (ii), is in the judgment of the Representatives so material and adverse as to make it impracticable or inadvisable to proceed with the public offering or the delivery of the Shares being delivered at such Closing Date or Option Closing Date, as the case may be, on the terms and in the manner contemplated in the Pricing Prospectus. (e) The Representatives shall have received an opinion, dated on and as of the Firm Closing Date and each Option Closing Date, as the case may be, a certificate of Gardere Wynnx Xxxxxx two executive officers of the Company, at least one of whom has specific knowledge about the Company’s financial matters, satisfactory to the Representatives, to the effect (i) set forth in Section 6(b) (with respect to the respective representations, warranties, agreements and conditions of the Company and the Bank) and Section 6(c), (ii) that none of the situations set forth in clause (i) or (ii) of Section 6(d) shall have occurred, and (iii) that no stop order suspending the effectiveness of the Registration Statement has been issued and to the knowledge of the Company, no proceedings for that purpose have been instituted or are pending or contemplated by the Commission. (f) The Representatives shall have received on and as of the Closing Date (i) a certificate executed by [the/a] Attorney[s]-in-Fact of each Selling Shareholder, satisfactory to the Representatives, to the effect set forth in Section 6(b) (with respect to the respective representations, warranties, agreements and conditions of such Selling Shareholder), and (ii) if any Selling Shareholder is not a U.S. person for U.S. federal income tax purposes, the Company will deliver to each Underwriter (or its agent), on or before the Closing Date, (A) a certificate with respect to the Company’s status as a “United States real property holding corporation,” dated not more than 30 days prior to the Closing Date, as described in Treasury Regulations Sections 1.897-2(h) and 1.1445-2(c)(3), and (B) proof of delivery to the IRS of the required notice, as described in Treasury Regulations 1.897-2(h)(2). (g) On the Closing Date and each Option Closing Date, as the case may be, Holland & Xiggx, X.L.P.Knight LLP, counsel for the Company, Seitel shall have furnished to the Representatives their favorable written opinion and EHInegative assurance letter, dated the Closing Date or such Option Closing Date, in form and substance satisfactory to counsel for the Underwriters, to the effect that:set forth in Exhibit A hereto and to such further effect as counsel for the Underwriters may reasonably request. (h) On the Closing Date Holland & Knight LLP,counsel for the Selling Shareholders, shall have furnished to the Representatives their favorable written opinion, dated the Closing Date, in form and substance satisfactory to counsel for the Underwriters, to the effect set forth in Exhibit B hereto and to such further effect as counsel for the Underwriters may reasonably request. (i) Each of (i) Xxxxxxx Xxxxx, LLC and (ii) Xxxxxx & Company, LLP shall have furnished to the Representatives a letter, dated the date of this Agreement, in form and substance satisfactory to the Representatives, containing statements and information of the type customarily included in accountants’ “comfort letters” to underwriters with respect to the financial statements and certain financial information contained in the Registration Statement, the Pricing Disclosure Package and each Issuer Free Writing Prospectus, if any. (j) On the Closing Date and each Option Closing Date, as the case may be, the Representatives shall have received from each of (i) Xxxxxxx Xxxxx, LLC and (ii) Xxxxxx & Company, LLP a letter, dated the Closing Date or such Option Closing Date, as the case may be, to the effect that each such accounting firm reaffirms the statements made in its letter or letters furnished pursuant to Section 6(i), except that the specified date referred to therein for the carrying out of procedures shall be not more than three business days prior to the Closing Date or such Option Closing Date, as the case may be. (k) On the Closing Date and each Option Closing Date, as the case may be, the Representatives shall have received the opinion, dated the Closing Date or such Option Closing Date, as the case may be, of Xxxxxxxxx & Xxxxxxx LLP, counsel for the Underwriters, in connection with the offer and sale of the Shares, in form and substance satisfactory to the Underwriters. (l) The Shares to be delivered on the Closing Date and each Option Closing Date, as the case may be, shall have been approved for listing on Nasdaq, subject to official notice of issuance. (m) FINRA shall have confirmed that it has not raised any objection with respect to the fairness and reasonableness of the underwriting terms and conditions. (n) The Representatives shall have received “lock-up” agreements, each in the form of Exhibit C hereto, from (i) each Selling Shareholder and (ii) each officer, director and shareholder of the Company listed on Exhibit C-1 hereto, and each such agreement shall be in full force and effect on the Closing Date and each Option Closing Date, as the case may be. (o) On or prior to the Closing Date and each Option Closing Date, as the case may be, the Company shall have furnished to the Representatives such further information, certificates and documents as the Representatives shall reasonably request, and on or prior to the Closing Date, each Selling Shareholder shall have furnished to the Representatives such further information, certificates and documents as the Representatives shall reasonably request. (p) On or prior to the date hereof, the Selling Shareholders shall have furnished for review by the Representatives copies of the Power of Attorney and Custody Agreements duly executed by each Selling Shareholder and such further information, certificates and documents as the Representatives may request. (q) On or after the Applicable Time, there shall not have occurred any of the events, circumstances or occurrences set forth in Section 12. (r) On or before the date of this Agreement, the Representatives shall have received a certificate satisfying the beneficial ownership due diligence requirements of the Financial Crimes Enforcement Network from the Company and each Selling Shareholder that is not an individual in form and substance satisfactory to the Representatives. (s) No action shall have been taken and no statute, rule, regulation or order shall have been enacted, adopted or issued by any federal, state or foreign governmental or regulatory authority that would, as of Eagle Geophysical Onshorethe Closing Date or any Option Closing Date, Inc.as the case may be, a Delaware corporationprevent the issuance or sale of the Shares; and no injunction or order of any federal, state or foreign court shall have been issued that would, as of the Closing Date, or any Option Closing Date, as the case may be, prevent the sale of the Shares. (t) The Representatives shall have received, on and as of the Closing Date, satisfactory evidence of the good standing of the Company and its Subsidiaries in their respective jurisdictions of organization and their good standing in such other jurisdictions as the Representatives may reasonably request, in each case in writing or any standard form of telecommunication from the appropriate governmental authorities of such jurisdictions. (u) Prior to the Closing Date, the Shares shall be eligible for clearance, settlement and trading in book-entry-only form through the facilities of DTC. (v) Upon request of any Underwriter, the Company shall furnish, or cause to be furnished, to such Underwriter an electronic version of the Company’s trademarks, service marks and corporate logo for use on the website, if any, operated by such Underwriter for the purpose of facilitating the on-line offering of the Shares (the “License”); provided, that the License shall be used solely for the purpose described above, is granted without any fee and may not be assigned or transferred. (w) On the date of this Agreement and on the Closing Date and any Option Closing Date, as the case may be, the Company shall have furnished to the Representatives certificates of the chief financial officer of the Company, dated the respective date of delivery, in form and substance satisfactory to the Representatives. If any condition specified in this Section 6 shall not have been fulfilled when and as required to be fulfilled, this Agreement may be terminated, subject to the provisions of Section 13, by the Representatives by notice to the Company and the Selling Shareholders at any time at or prior to the Closing Date or any Option Closing Date, as the case may be, and Eagle Geophysical Offshoresuch termination shall be without liability of any party to any other party, Inc. (formerly known except as Horizon Seismic,provided in Section 5, Section 8, Section 9 and Section 13.

Conditions of the Underwriters’ Obligations. The obligations obligation of the several Underwriters to purchase and pay for the Firm Securities shall be subject, in the Representatives' sole discretion, Shares is subject to the continuing accuracy in all material respects of the representations and warranties of the parties hereto contained Company herein as of the date hereof and as of the Firm Closing Date, Date as if they had been made on and as of the Firm Closing Date, to ; the accuracy in all material respects on and as of the Closing Date of the statements of officers of the Company and the Selling Securityholders made pursuant to the provisions hereof, to subsection (f) below; the performance in all material respects by the parties hereto Company on and as of their respective the Closing Date of its covenants and agreements hereunder hereunder; and to the following additional conditions: (a) If the Original Registration Statement or any amendment thereto filed prior to the Firm Closing Date has not been declared effective as of the time of execution hereof, the Original Registration Statement or such amendment and, if the Company has elected to rely upon on Rule 462(b)430A under the Act, the Registration Statement shall have been declared effective and the Prospectus containing the information omitted pursuant to Rule 462(b) 430A shall have been filed with the Commission not later than the Commission's close of business on the second business day following the date hereof or such later time and date to which the Representative shall have consented; if the Company does not elect to rely on Rule 430A, the Registration Statement shall have been declared effective not later than the earlier of (i) 11:00 A.M.a.m., New York City time, on the date on which the amendment to the registration statement originally filed with respect to the Securities or to the Registration Statement, as the case may be, containing information regarding the initial public offering price of the Securities has been filed with the Commission and (ii) the time confirmations are sent or given as specified by Rule 462(b)(2), or with respect to the Original Registration Statement, hereof or such later time and date as to which the Representative shall have been consented to by the Representativesconsented; if required, in the case of any changes in or amendments or supplements to the Prospectus or any Term Sheet that constitutes a part thereof and any amendment or supplement thereto in addition to those contemplated above, the Company shall have been filed such Prospectus as amended or supplemented with the Commission in the manner and within the time period required by Rules 434 and Rule 424(b) under the Act; no stop order suspending the effectiveness of the Registration Statement or any amendment thereto shall have been issued, and no proceedings for that purpose shall have been instituted or threatened or, to the knowledge of the Company or the RepresentativesRepresentative, shall be threatened or contemplated by the Commission; and the Company shall have complied with any request of the Commission for additional information (to be included in the Registration Statement or the Prospectus or otherwise). (b) The Representatives Representative shall not have in good faith advised the Company that the Registration Statement or any amendment thereto contains an untrue statement of a material fact or omits to state any material fact required to be stated therein or is necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. (c) On or prior to the Closing Date, the Representative shall have received an opinionthe favorable opinion of Xxxxx Xxxxxxxxxx, dated counsel to the Firm Underwriters, with respect to the issuance and sale of the Shares, the Registration Statement, the Prospectus and such other related matters as the Representative reasonably may request, and such counsel may rely, as to all matters governed by the laws of jurisdictions other than the law of the State of New York, the general corporate law of the State of Delaware and the federal law of the United States, upon the opinions of counsel satisfactory to the Representative and such counsel shall have received such documents and other information as they request to enable them to pass upon such matters. (d) On the Closing Date, the Representative shall have received the opinion of Gardere Wynnx Xxxxxx Xxxxxxxxxxx & Xiggx, X.L.P.Xxxxxxxx LLP, counsel for to the Company, Seitel and EHI, to addressing the effect thatmatters set forth below: (i) Each of the Company and each the Subsidiaries (A) is a duly incorporated (other than ______ (the "Other Subsidiaries") as to which no opinion need be given as to due incorporation) and validly existing corporation in good standing under the laws of Eagle Geophysical Onshoreits jurisdiction of incorporation, Inc., a Delaware corporationwith the corporate power and authority to own or lease its properties and to conduct its business as described in the Registration Statement or the Prospectus, and Eagle Geophysical Offshore(B) is duly qualified to do business as a foreign corporation and is in good standing in each jurisdiction (x) in which the conduct of its business requires such qualification or (y) in which it owns or leases property, Inc. in each case except for those jurisdictions in which the failure to so qualify has not had and is not reasonably likely to have a Material Adverse Effect. (formerly known ii) The Company has the authorized capital stock set forth in the Prospectus; the Securities conform as Horizon Seismic,to legal matters in all material respects to the descriptions thereof contained in the Prospectus; the outstanding shares of Common Stock have been duly authorized and validly issued by the Company, are fully paid and nonassessable, and are free of any preemptive or similar rights to subscribe for any of the Shares; the Company has duly authorized the issuance and sale of the Shares to be sold by it hereunder; such Shares, when issued by the Company and paid for in accordance with the terms hereof, will be validly issued, fully paid and nonassessable and will conform as to legal matters in all material respects to the description thereof contained in the Prospectus and will not be subject to any preemptive or similar rights; the Shares have been approved for listing on the ASE, subject to official notice of issuance; and, to such counsel's knowledge, there are no outstanding warrants, options or other rights granted by the Company to purchase shares of its Common Stock or other securities other than as described in the Prospectus. (iii) The Registration Statement is effective under the Act; any required filing of the Prospectus pursuant to Rule 424(b) has been made in the manner and within the time period required by Rule 424(b); and no stop order suspending the effectiveness of the Registration Statement or any amendment thereto has been issued; and no proceedings for that purpose, to the knowledge of such counsel, have been instituted or are pending or are threatened or contemplated under the Act. The Registration Statement and the Prospectus (except for the financial statements, schedules and other financial, market and statistical data included therein and information provided by the Underwriters for inclusion therein (which for the purposes hereof shall be the information described in Section 8(b)(ii) below, as to all of which such counsel need not express any opinion), complied as to form in all material respects with the requirements of the Act and the Rules and Regulations; the descriptions contained and summarized in the Registration Statement or the Prospectus of contracts and other documents as they pertain to legal matters are accurate and fairly represent in all material respects the information required to be shown by the Act and the Rules and Regulations; to the knowledge of such counsel, there are no contracts or documents which are required by the Act to be described in the Registration Statement or the Prospectus or to be filed as exhibit to the Registration Statement which are not so described or filed as required by the Act and the Rules and Regulations; to the knowledge of such counsel, there are no statutes or regulations and there is not pending or threatened against the Company or any Subsidiary any action, suit, proceeding or investigation before or by any court, regulatory body, or administrative agency or any other governmental agency or body, domestic or foreign, of a character required to be disclosed in the Registration Statement or the Prospectus which is not so

Conditions of the Underwriters’ Obligations. The obligations of the several Underwriters to purchase and pay for the Firm Securities shall be subject, in the Representatives' sole discretion, to the accuracy of the representations and warranties of the parties hereto Company, the Selling Securityholder and the Nortex Owners contained herein as of the date hereof and as of the Firm Closing Date, as if made on and as of the Firm Closing Date, to the accuracy of the statements of the Company and the Selling Securityholders Company's officers made pursuant to the provisions hereof, to the performance by the parties hereto Company, the Selling Securityholder and the Nortex Owners of their respective covenants and agreements hereunder and to the following additional conditions: (a) If the Original Registration Statement or any amendment thereto filed prior to the Firm Closing Date has not been declared effective as of the time of execution hereof, the Original Registration Statement or such amendment and, if the Company has elected to rely upon Rule 462(b), the Rule 462(b) Registration Statement shall have been declared effective not later than the earlier of (i) 11:00 A.M., New York time, on the date on which the amendment to the registration statement originally filed with respect to the Securities or to the Registration Statement, as the case may be, containing information regarding the initial public offering price of the Securities has been filed with the Commission and (ii) the time confirmations are sent or given as specified by Rule 462(b)(2), or with respect to the Original Registration Statement, or such later time and date as shall have been consented to by the Representatives; if required, the Prospectus or any Term Sheet that constitutes a part thereof and any Integrated Prospectus and any amendment or supplement thereto shall have been filed with the Commission in the manner and within the time period required by Rules 434 and 424(b) under the Act; no stop order suspending the effectiveness of the Registration Statement or any post-effective amendment thereto and no order directed at any document incorporated by reference in the Registration Statement, the Prospectus or any Integrated Prospectus shall have been issued, and no proceedings for that purpose shall have been instituted or threatened or, to the knowledge of the Company or the Representatives, shall be contemplated by the Commission; and the Company shall have complied with any request of the Commission for additional information (to be included in the Registration Statement Statement, the Prospectus or the any Integrated Prospectus or otherwise). (b) The Representatives shall have received an opinion, dated the Firm Closing Date, of Gardere Wynnx Xxxxxx Proskauer Xxxx Xxxxx & Xiggx, X.L.P.Xxxxxxxxxx LLP, counsel for the Company, Seitel and EHI, to the effect that: (i) the Company and each of Eagle Geophysical Onshore, Inc., a Delaware corporationits subsidiaries listed in [Exhibit 22] to the Registration Statement (the "Subsidiaries") have been duly organized and are validly existing as corporations in good standing under the laws of their respective jurisdictions of incorporation and are duly qualified to transact business as foreign corporations and are in good standing under the laws of the jurisdictions listed on Schedule 2 to this Agreement; (ii) the Company and each of the Subsidiaries have corporate power to own or lease their respective properties and conduct their respective businesses as described in the Registration Statement and the Prospectus or any Integrated Prospectus, and Eagle Geophysical Offshorethe Company has corporate power to enter into this Agreement and to carry out all the terms and provisions hereof to be carried out by it; (iii) the issued shares of capital stock of each of the Subsidiaries have been duly authorized and validly issued, Inc. are fully paid and nonassessable and are held of record by the Company or another Subsidiary and, to such counsel's knowledge, beneficially by the Company, to such counsel's knowledge free and clear of any adverse claims (formerly within the meaning of Section 8-302 of the New York Uniform Commercial Code); (iv) the Company has authorized, issued and outstanding capital stock as set forth in the Prospectus or any Integrated Prospectus; all of the issued shares of capital stock of the Company, including the Selling Securityholder Firm Securities and the Option Securities, have been duly authorized and validly issued and are fully paid and nonassessable, have been issued in compliance with all applicable federal and state securities laws and were not issued in violation of or subject to any preemptive rights or other rights to subscribe for or purchase securities created by statute or the Company's certificate of incorporation; the Company Firm Securities have been duly authorized by all necessary corporate action of the Company and, when issued and delivered to and paid for by the Underwriters pursuant to this Agreement, will be validly issued, fully paid and nonassessable; the Securities have been duly included for trading on the Nasdaq National Market; no holders of outstanding shares of capital stock of the Company are entitled under statute or the Company's certificate of incorporation as such to any preemptive or other rights to subscribe for any of the Securities; and, to such counsel's knowledge, no holders of securities of the Company are entitled to have such securities registered under the Registration Statement; (v) the statements set forth in the Company's registration statement on Form 8-A, insofar as such statements purport to summarize certain provisions of the capital stock of the Company, provide a fair summary of such provisions; and the statements set forth under the headings "Business -- Trademarks, Patents, Copyrights", "Business -- Environmental Matters" and "Business -- Legal Proceedings" in the Prospectus and any Integrated Prospectus, insofar as such statements constitute a summary of the legal matters, documents or proceedings referred to therein, provide a fair summary of such legal matters, documents and proceedings; (vi) the execution and delivery of this Agreement have been duly authorized by all necessary corporate action of the Company and this Agreement has been duly executed and delivered by the Company; (vii) to the knowledge of such counsel, (A) no legal or governmental proceedings are pending to which the Company or any of the Subsidiaries is a party or to which the property of the Company or any of the Subsidiaries is subject that are required to be described in the Registration Statement, the Prospectus and any Integrated Prospectus and are not described therein, and, to the best knowledge of such counsel, no such proceedings have been threatened against the Company or any of the Subsidiaries or with respect to any of their respective properties and (B) no contract or other document is required to be described in the Registration Statement, the Prospectus and any Integrated Prospectus to be filed as an exhibit to the Registration Statement or incorporated therein by reference that is not described therein or filed or incorporated as required; (viii) the issuance, offering and sale of the Securities to the Underwriters by the Company pursuant to this Agreement, the compliance by the Company with the other provisions of this Agreement and the consummation of the other transactions herein contemplated do not (A) require the consent, approval, authorization, registration or qualification of or with any governmental authority, except such as have been obtained and such as may be required under state securities or blue sky laws, or (B) conflict with or result in a breach or violation of any of the terms and provisions of, or constitute a default under, any indenture, mortgage, deed of trust, lease or other agreement or instrument, filed as an exhibit to the Registration Statement or incorporated by reference therein, or the charter documents or by-laws of the Company or any of the Subsidiaries, or any statute or any judgment, decree, order, rule or regulation of any court or other governmental authority or any arbitrator known as Horizon Seismic,to such counsel and applicable to the Company or any of the Subsidiaries; (ix) the records of the United States Patent and Trademark office indicate that the Company is the owner of U.S. Patent application serial no. 08-457,757 and that the United States Patent and Trademark Office has approved such application; such counsel has no knowledge of asserted or

Conditions of the Underwriters’ Obligations. The respective obligations of the several Underwriters to purchase and pay for the Firm Securities Shares and Option Shares, shall be subject, in the Representatives' sole their reasonable discretion, to the accuracy of the representations and warranties of the parties hereto contained Company and the Selling Shareholders herein as of the date hereof and as of the Firm Closing Date, Date as if made on and as of the Firm Closing Date, to the accuracy of the statements of the Company and the Selling Securityholders Company's officers made pursuant to the provisions hereof, to the performance by the parties hereto Company and the Selling Shareholders of all of their respective covenants and agreements hereunder hereunder, and to the following additional conditions: (a) If the Original The Registration Statement or any amendment and all post-effective amendments thereto filed prior to the Firm Closing Date has not been declared effective as of the time of execution hereof, the Original Registration Statement or such amendment and, if the Company has elected to rely upon Rule 462(b), the Rule 462(b) Registration Statement shall have been declared become effective not later than the earlier of (i) 11:00 A.M.5:30 P.M., New York Washington, D.C. time, on the day following the date on which the amendment to the registration statement originally filed with respect to the Securities or to the Registration Statement, as the case may be, containing information regarding the initial public offering price of the Securities has been filed with the Commission and (ii) the time confirmations are sent or given as specified by Rule 462(b)(2), or with respect to the Original Registration Statementthis Agreement, or such later time and date as shall have been consented to by the Representatives; if requiredRepresentatives and all filings required by Rules 424, 430A, and 434 of the Prospectus or any Term Sheet that constitutes a part thereof Rules and any amendment or supplement thereto Regulations shall have been filed with the Commission in the manner and within the time period required by Rules 434 and 424(b) under the Actmade; no stop order suspending the effectiveness of the Registration Statement or any amendment thereto shall have been issued, issued and no proceedings for that purpose shall have been instituted or threatened or, to the knowledge of the Company or the RepresentativesUnderwriters, shall be contemplated by the Commission; and the Company shall have complied with any request of the Commission for additional information (to be included in the Registration Statement or the Final Prospectus or otherwise)) shall have been complied with to your satisfaction; and the NASD, upon review of the terms of the public offering of the Shares, shall not have objected to such offering, such terms or the Underwriters' participation in the same. (b) No Underwriter shall have advised the Company that the Registration Statement, Preliminary Prospectus, the Effective Prospectus, or the Final Prospectus, or any amendment or any supplement thereto, contains an untrue statement of fact which, in your judgment, is material, or omits to state a fact which, in your judgment, is material and is required to be stated therein or necessary to make the statements therein not misleading and the Company shall not have cured such untrue statement of fact or stated a statement of fact required to be stated therein. (c) The Representatives shall have received an opinion, dated the Firm Closing Date, of Gardere Wynnx Xxxxxx from: (i) Harwxxx Xxxaxx Xxxx Xxxxxxx & XiggxXanner, X.L.P.P.C., counsel for the Company, Seitel Company and EHIthe Selling Shareholders, to the effect that: (iA) The Company has been duly organized and is validly existing in good standing as a corporation under the laws of the State of Tennessee, with corporate power and authority to own its properties and conduct its business as now conducted. (B) Each of the Company's subsidiaries that are "significant" as such term is defined in Regulation S-X promulgated by the Commission has been duly organized and is validly existing under the laws of its jurisdiction of incorporation or organization, as applicable, with the corporate or partnership power and authority to own its properties and conduct its business as now conducted. The issued and outstanding shares of capital stock of the Company's corporate subsidiaries have been duly and validly authorized and issued, are fully paid and nonassessable, and are owned beneficially and of record by the Company in the amounts set forth on Exhibit 1(f) hereto and each to such counsel's knowledge are owned free and clear of Eagle Geophysical Onshoreliens, Inc.claims, a Delaware corporationencumbrances, security interests, voting trusts or other defects of title whatsoever. All interests in partnership subsidiaries of the Company are owned beneficially and Eagle Geophysical Offshoreof record in the percentages set forth on Exhibit 1(f) hereto and, Inc. to such counsel's knowledge, are owned free and clear of liens, claims, encumbrances, security interests, or other defects of title whatsoever. (formerly known C) As of the dates specified therein, the Company had authorized and issued capital stock as Horizon Seismic,set forth under the caption "Capitalization" in the Final

Conditions of the Underwriters’ Obligations. The obligations of ------------------------------------------- the several Underwriters to purchase and pay for the Firm Securities shall be subject, in the Representatives' sole discretion, to the accuracy of the representations and warranties of the parties hereto Company and the Operating Partnership contained herein as of the date hereof and as of the Firm Closing Date, as if made on and as of the Firm Closing Date, to the accuracy of the statements of the Company and the Selling Securityholders Company's officers made pursuant to the provisions hereof, to the performance by the parties hereto Company and the Operating Partnership of their respective covenants and agreements hereunder and to the following additional conditions: (a) If the Original Registration Statement or any amendment thereto filed prior to the Firm Closing Date has not been declared effective as of the time of execution hereof, the Original Registration Statement or such amendment and, if the Company has elected to rely upon Rule 462(b), the Rule 462(b) Registration Statement shall have been declared effective not later than the earlier of (i) 11:00 A.M., New York time, on the date on which the amendment to the registration statement originally filed with respect to the Securities or to the Registration Statement, as the case may be, containing information regarding the initial public offering price of the Securities has been filed with the Commission and (ii) the time confirmations are sent or given as specified by Rule 462(b)(2), or with respect to the Original Registration Statement, or such later time and date as shall have been consented to by the Representatives; if required, the Prospectus or any Term Sheet that constitutes a part thereof and any amendment or supplement thereto shall have been filed with the Commission in the manner and within the time period required by Rules 434 and 424(b) under the Act; no stop order suspending the effectiveness of the Registration Statement or any amendment thereto shall have been issued, and no proceedings for that purpose shall have been instituted or threatened or, to the knowledge of the Company or the Representatives, shall be contemplated by the Commission; and the Company shall have complied with any request of the Commission for additional information (to be included in the Registration Statement or the Prospectus or otherwise). (b) The Representatives shall have received an opinion, dated the Firm Closing Date, of Gardere Wynnx Xxxxxx Xxxxx & Xiggx, X.L.P.Xxxx LLP, counsel for the Company, Seitel Company and EHIthe Operating Partnership, to the effect that: (i) the Company has been duly formed and is validly existing as a real estate investment trust in good standing under the laws of the State of Maryland and is duly qualified to transact business as a foreign business trust and is in good standing under the laws of all other jurisdictions where the ownership or leasing of its properties or the conduct of its business requires such qualification, except where the failure to be so qualified would not have a Material Adverse Effect. The Operating Partnership has been duly organized and is validly existing as a limited partnership in good standing under the laws of the State of Delaware and is duly qualified to transact business as a foreign limited partnership and is in good standing under the laws of all other jurisdictions where the ownership or leasing of its properties or the conduct of its business requires such qualification, except where the failure to be so qualified would not have a Material Adverse Effect. The Advisor has been duly formed and is validly existing as a corporation in good standing under the laws of Maryland and is duly qualified to transact business as a foreign corporation and is in good standing under the laws of all other jurisdictions where the ownership or leasing of its properties or the conduct of its business requires such qualification, except where the failure to be so qualified would not have a Material Adverse Effect. The Affiliated Lessee has been duly formed and is validly existing as a corporation in good standing under the laws of Illinois and is duly qualified to transact business as a foreign corporation and is in good standing under the laws of all other jurisdictions where the ownership or leasing of its properties or the conduct of its business requires such qualification, except where the failure to be so qualified would not have a Material Adverse Effect; (ii) the Company, the Operating Partnership and the Advisor have the requisite trust, corporate or partnership power (as applicable) to own or lease their respective properties and conduct their respective businesses as described in the Registration Statement and the Prospectus, and each of Eagle Geophysical Onshorethe Company and the Operating Partnership has the requisite trust or partnership power (as applicable) to enter into this Agreement and to perform its obligations hereunder; (iii) the authorized, Inc.issued and outstanding capitalization of the Company is as set forth under the caption "Capitalization" in the Prospectus; all necessary and proper trust proceedings have been taken in order to authorize validly the Common Shares referred to therein; all outstanding Common Shares (including the Firm Securities, when issued and paid for by the Underwriters in accordance with the terms of this Agreement) have been (or, in the case of the Firm Securities, will be) duly and validly issued, are fully paid and nonassessable, were not issued in violation of or subject to, under the Company's declaration of trust or Maryland law or any agreement to which the Company is a Delaware corporationparty and which is known to such counsel, any preemptive rights or other rights to subscribe for or purchase any securities, and Eagle Geophysical Offshoreconform to the description thereof contained in the Prospectus; no holders of outstanding shares of capital stock of the Company are entitled under the Company's declaration of trust or Maryland law or any agreement to which the Company is a party, Inc. to any preemptive or other rights to subscribe for any of the Firm Securities; and no holders of securities of the Company are entitled to have such securities registered under the Registration Statement; the Securities have been duly authorized for listing, subject to official notice of issuance, on the New York Stock Exchange; (formerly known iv) the OP Units to be issued in connection with the Formation Transactions, including, without limitation, the OP Units issued to the Company, were duly authorized for issuance by the Operating Partnership to the holders thereof; the OP Units issued to the Company, upon contribution of cash in the amount specified in the Operating Partnership Agreement, will be validly issued. The terms of the OP Units conform in all material respects to (x) the description thereof contained in the Prospectus and (y) all statements related thereto contained in the Prospectus. The issuances of securities described in Items 31 and 32 of the Registration Statement were not at the time of issue, and are not as Horizon Seismicof the Firm Closing Date, required to be registered under the Act; (v) except as disclosed in the Registration Statement and the Prospectus, there are no outstanding (A) securities, equity interests or obligations of the Company or the Operating Partnership convertible into or exchangeable for any capital stock or equity interests (as the case may be) of the Company or the Operating Partnership, (B) warrants, rights or options to subscribe for or purchase from the Company to or the Operating Partnership any such capital stock or equity interests or any such convertible or exchangeable securities, equity interests or obligations, or (C) obligations of the Company or the Operating Partnership to issue an shares of capital stock, equity interests, any such convertible or exchangeable securities, equity interests or obligations, or any such warrants, rights or options; (vi) the statements in the Prospectus set forth under the headings "The Initial Hotels - Legal Proceedings," "Shares of Beneficial Interest," "Structure and Formation of the Company," "Certain Relationships and Transactions," "Partnership Agreement," "Certain Provisions of Maryland Law and of the Company's Declaration of Trust and Bylaws," "Partnership Agreement," "Shares Eligible for Future Sale," "Principal Shareholders" and "Federal Income Tax Consequences", insofar as such statements describe statutes, rules or regulations, legal conclusions with respect to their application or provisions of the organizational documents of the Company or the Operating Partnership, are accurate in all material respects and fairly present the information required to be disclosed therein;

Conditions of the Underwriters’ Obligations. The obligations of the several Underwriters to purchase and pay for the Firm Securities hereunder shall be subject, in the Representatives' sole discretion, subject to the continuing accuracy of each of the representations and warranties of the parties hereto Company and the Selling Shareholders contained herein as of the date hereof and as of the Firm Closing Date and each Option Closing Date, if any, as if it had been made on and as of the Firm Closing Date or each Option Closing Date, to as the case may be; the accuracy on and as of the Closing Date or Option Closing Date, if any, of the statements of the officers of the Company and the Selling Securityholders made pursuant to the provisions hereof, to ; and the performance by the parties hereto Company and each of the Selling Shareholders on and as of the Closing Date and each Option Closing Date, if any, of their respective covenants and agreements obligations hereunder and to the following additional further conditions: (a) If the Original Registration Statement or any amendment thereto filed prior to the Firm Closing Date has not been declared effective as of the time of execution hereof, the Original Registration Statement or such amendment and, if the Company has elected to rely upon Rule 462(b), the Rule 462(b) The Registration Statement shall have been declared become effective not later than the earlier of (i) 11:00 A.M.12:00 Noon, New York time, on the date on which the amendment to the registration statement originally filed with respect to the Securities or to the Registration Statement, as the case may be, containing information regarding the initial public offering price of the Securities has been filed with the Commission and (ii) the time confirmations are sent or given as specified by Rule 462(b)(2), or with respect to the Original Registration Statement, this Agreement or such later date and time and date as shall have been be consented to in writing by the Representatives; Underwriters, and, at the Closing Date and each Option Closing Date, if requiredany, the Prospectus or any Term Sheet that constitutes a part thereof and any amendment or supplement thereto shall have been filed with the Commission in the manner and within the time period required by Rules 434 and 424(b) under the Act; no stop order suspending the effectiveness of the Registration Statement or any amendment thereto shall have been issued, issued and no proceedings for that purpose shall have been instituted or threatened or, to the knowledge of the Company or the Representatives, shall be pending or contemplated by the Commission; Commission and the Company shall have complied with any request on the part of the Commission for additional information (shall have been complied with to be included in the reasonable satisfaction of Underwriters' Counsel. If the Company has elected to rely upon Rule 430A of the Regulations, the price of the Shares and any price-related information previously omitted from the effective Registration Statement pursuant to such Rule 430A shall have been transmitted to the Commission for filing pursuant to Rule 424(b) of the Rules and Regulations within the prescribed time period, and prior to the Closing Date the Company shall have provided evidence satisfactory to the Underwriters of such timely filing, or a post-effective amendment providing such information shall have been promptly filed and declared effective in accordance with the Prospectus or otherwise)requirements of Rule 430A of the Rules and Regulations. (b) The Representatives Underwriters shall not have advised the Company that the Registration Statement, or any amendment thereto, contains an untrue statement of fact which, in the Underwriters' opinion, is material, or omits to state a fact which, in the Underwriters' opinion, is material and is required to be stated therein or is necessary to make the statements therein not misleading, or that the Prospectus, or any supplement thereto, contains an untrue statement of fact which, in the Underwriters' opinion, is material, or omits to state a fact which, in the Underwriters' opinion, is material and is required to be stated therein or is necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. (c) On or prior to the Closing Date, the Underwriters shall have received an opinionfrom Underwriters' Counsel, such opinion or opinions with respect to the organization of the Company, the validity of the Securities, the Underwriters' Warrants, the Registration Statement, the Prospectus and other related matters as the Underwriters requests and Underwriters' Counsel shall have received such papers and information as they request to enable them to pass upon such matters. (d) At Closing Date, the Underwriters shall have received the favorable opinion of Greexxxxx Xxxuxxx, X.A., counsel to the Company, dated the Firm Closing Date, of Gardere Wynnx Xxxxxx & Xiggx, X.L.P., counsel for addressed to the Company, Seitel Underwriters and EHIin form and substance satisfactory to Underwriters' Counsel, to the effect that: (i) each of the Company and each the Subsidiaries (A) has been duly organized, except as to the Subsidiaries which shall be to the knowledge of Eagle Geophysical Onshore, Inc., a Delaware corporationCounsel, and Eagle Geophysical Offshorebased upon certificates of good standing or authorization or the like received from applicable jurisdictions, Inc. is validly existing as a corporation in good standing under the laws of its jurisdiction, (formerly known B) is duly qualified and licensed and in good standing as Horizon Seismic,a foreign corporation in each jurisdiction in which its ownership or leasing of any properties or the character of its operations requires such qualification or licensing, except where the failure to be so qualified and in good standing has no material adverse effect on the Company, and (C) has all requisite corporate power and authority; and the Company has

Conditions of the Underwriters’ Obligations. The Except as otherwise ------------------------------------------- provided in Schedule 1, the obligations of the several Underwriters to purchase and pay for the Firm Securities shall be subject, in the Representatives' sole discretion, to the accuracy of the representations and warranties of the parties hereto Company and each Selling Securityholder contained herein as of the date hereof and as of the Firm Closing Date, as if made on and as of the Firm Closing Date, to the accuracy of the statements of the Company Company's and the each Selling Securityholders Securityholder's officers made pursuant to the provisions hereof, to the performance by the parties hereto Company and each Selling Securityholder of their respective its covenants and agreements hereunder and to the following additional conditions: (a) If the Original Registration Statement or any amendment thereto filed prior to the Firm Closing Date has not been declared effective as of the time of execution hereof, the Original Registration Statement or such amendment and, if the Company has elected to rely upon Rule 462(b), the Rule 462(b) Registration Statement shall have been declared effective not later than the earlier of (i) 11:00 A.M., New York time, on the date on which the amendment to the registration statement originally filed with respect to the Securities or to the Registration Statement, as the case may be, containing information regarding the initial public offering price of the Securities has been filed with the Commission and (ii) the time confirmations are sent or given as specified by Rule 462(b)(2), or with respect to the Original Registration Statement, or such later time and date as shall have been consented to by the Representatives; if required, the Prospectus or any Term Sheet that constitutes a part thereof and any amendment or supplement thereto shall have been filed with the Commission in the manner and within the time period required by Rules Rule 434 and 424(b) under the Act; no stop order suspending the effectiveness of the Registration Statement or any post-effective amendment thereto and no order directed at any document incorporated by reference in the Registration Statement, the Prospectus or any amendment or supplement thereto shall have been issued, issued and no proceedings for that purpose shall have been instituted or threatened or, to the knowledge of the Company or the Representatives, shall be contemplated by the Commission; and the Company shall have complied with any request of the Commission for additional information (to be included in the Registration Statement or the Prospectus or otherwise). (b) The Representatives shall have received an opinion, dated the Firm Closing Date, of Gardere Wynnx Xxxxxx Rothgerber, Appel, Powers & Xiggx, X.L.P.Xxxxxxx LLP, counsel for the Company, Seitel and EHI, to the effect that: (i) the Company and each of Eagle Geophysical Onshoreits subsidiaries (the "Subsidiaries") have been duly incorporated and are validly existing as corporations in good standing under the laws of their respective jurisdictions of incorporation and are duly qualified to transact business as foreign corporations and are in good standing under the laws of all other jurisdictions where the ownership or leasing of their respective properties or the conduct of their respective businesses requires such qualification, Inc.except where the failure to be so qualified does not amount to a material liability or disability to the Company and the Subsidiaries, taken as a Delaware corporationwhole; (ii) the Company and each of the Subsidiaries have corporate power to own or lease their respective properties and conduct their respective businesses as described in the Registration Statement and the Prospectus, and Eagle Geophysical Offshorethe Company has corporate power to enter into this Agreement and to carry out all the terms and provisions hereof and thereof to be carried out by it; (iii) the issued shares of capital stock of each of the Company and the Subsidiaries have been duly authorized and validly issued, Inc. are fully paid and nonassessable and, except for directors' qualifying shares and as otherwise set forth in each of the Prospectus, and are owned beneficially by the Company free and clear of any perfected security interests or, to the best knowledge of such counsel, any other security interests, liens, encumbrances, equities or claims; (formerly known iv) the Company has an authorized, issued and outstanding capitalization as Horizon Seismic,set forth in each of the Prospectus; all of the issued shares of capital stock of the Company have been duly authorized and validly issued and are fully paid and nonassessable, have been issued in compliance with all applicable federal and state securities laws and were not issued in violation of or subject to any preemptive rights or other rights to subscribe for or purchase securities; the Securities have been duly authorized for listing, subject to official notice of issuance, on the New York Stock Exchange; (v) the Offered Common Stock has been duly authorized and, when issued and delivered to and paid for by the Underwriters, will be validly issued, fully paid and nonassessable. All corporate action required to be taken for the issuance, delivery and sale of such Offered Common Stock has been validly taken. No holders of outstanding shares of capital stock of the Company are entitled as such to any preemptive or other rights to subscribe for any shares of Offered Common Stock; and no holders of securities of the Company are entitled to have such securities registered under the Registration Statement;

Conditions of the Underwriters’ Obligations. The obligations of the several Underwriters to purchase and pay for the Firm Securities shall be subject, in the Representatives' sole discretion, under this Agreement are subject to the accuracy of performance by the representations and warranties of the parties hereto contained herein as of the date hereof and as of the Firm Closing Date, as if made Company on and as of the Firm Closing DateDate or any later date on which Option Stock is to be purchased, to as the accuracy case may be, of the statements of the Company and the Selling Securityholders made pursuant to the provisions hereof, to the performance by the parties hereto of their respective its covenants and agreements hereunder hereunder, and to the following additional conditions: (a) If the Original Registration Statement or any amendment thereto filed prior to the Firm Closing Date has not been declared effective as of the time of execution hereof, the Original Registration Statement or such amendment and, if the Company has elected to rely upon Rule 462(b), the Rule 462(b) The Registration Statement shall have been declared effective not later than the earlier of (i) 11:00 A.M.become effective, New York time, on the date on which the amendment to the registration statement originally filed with respect to the Securities or to the Registration Statement, as the case may be, containing information regarding the initial public offering price of the Securities has been filed with the Commission and (ii) the time confirmations are sent or given as specified by Rule 462(b)(2), or with respect to the Original Registration Statement, or such later time and date as shall have been consented to by the Representatives; if required, the Prospectus or any Term Sheet that constitutes a part thereof and any amendment or supplement thereto shall have been filed with the Commission in the manner and within the time period required by Rules 434 and 424(b) under the Act; no stop order suspending the effectiveness of the Registration Statement or any amendment thereto shall have been issued, and no proceedings for that purpose shall have been instituted or threatened or, to the knowledge of the Company or the RepresentativesUnderwriter, shall be contemplated by the Commission; and the Company shall have complied with any request of the Commission for additional information (to be included in the Registration Statement or the Prospectus or otherwise). (b) The Representatives Underwriters shall be satisfied that (i) as of the Effective Date, the statements made in the Registration Statement and the Prospectus were true and correct and neither the Registration Statement nor the Prospectus omitted to state a fact required to be stated therein or is necessary to make the statements therein not misleading; (ii) since the Effective Date, no event has occurred that should have been set forth in a supplement or amendment to the Prospectus that has not been set forth in an effective supplement or amendment; (iii) since the respective dates as of which information is given in the Registration Statement in the form in which it originally became effective and the Prospectus contained therein, there has not been any material adverse change or any development involving a prospective material adverse change in the business, properties, financial condition or results of operations of the Company and its subsidiaries, taken as a whole, whether or not arising from transactions in the ordinary course of business, and since such dates, except in the ordinary course of business, neither the Company nor any of its subsidiaries has entered into any material transaction not referred to in the Registration Statement in the form in which it originally became effective and the Prospectus contained therein; (iv) neither the Company nor any of its subsidiaries has any material contingent obligations that are not disclosed in the Registration Statement and the Prospectus; (v) there are no pending or, to the Company's knowledge, threatened legal proceedings to which the Company or any of its subsidiaries is a party or of which property of the Company or any of its subsidiaries is subject that are material and that are not disclosed in the Registration Statement and the Prospectus; (vi) there are not any franchises, contracts, leases or other documents that are required to be filed as exhibits to the Registration Statement that have not been filed as required; and (vii) the representations and warranties of the Company herein are true and correct in all material respects as of the Closing Date or any later date on which Option Stock is to be purchased, as the case may be. (c) On or prior to the Closing Date, the legality and sufficiency of the sale of the Shares hereunder and the validity and form of the certificates representing the Shares, all corporate proceedings and other legal matters incident to the foregoing, and the form of the Registration Statement and of the Prospectus (except as to the financial statements contained therein), shall have been approved at or prior to the Closing Date by Morxxxxx & Foexxxxx XXP, counsel for the Underwriters. The Underwriters shall have received from counsel to the Underwriters such opinion or opinions with respect to the issuance and sale of the Shares, the Registration Statement and the Prospectus and such other related matters as the Underwriters reasonably may request and such counsel shall have received such documents and other information as they request to enable them to pass upon such matters. (d) On the Closing Date, and if Option Stock is purchased at any date after the Closing Date, on such later date, the Underwriters shall have received an opinionopinion addressed to the Underwriters, dated the Firm Closing DateDate or, if related to the later sale of Option Stock, such later date, of Gardere Wynnx Xxxxxx Bass, Berxx & Xiggx, X.L.P.Simx XXC, counsel for to the Company, Seitel and EHI, to the effect that:set forth in Exhibit A hereto. In rendering any such opinion, such counsel may rely, as to matters of fact, to the extent such counsel deems proper, on certificates of responsible officers of the Company and public officials. References to the Registration Statement and the Prospectus in this paragraph (d) shall include any amendment or supplement thereto at the date of such opinion. (e) You shall have received from Deloitte & Touche LLP a letter addressed to the Underwriters and dated the Closing Date and any later date on which Option Stock is purchased, confirming that Deloitte & Touche LLP are independent public accountants with respect to the Company within the meaning of the Securities Act and the applicable published rules and regulations thereunder and based upon the procedures described in their letter delivered to the Underwriters concurrently with the execution of this Agreement (the "Original Letter"), but carried out to a date not more than three business days prior to the Closing Date or such later date on which Option Stock is purchased (i) confirming, to the extent true, that the statements and conclusions set forth in the Original Letter are accurate as of the Closing Date or such later date, as the case may be; and (ii) setting forth any revisions and additions to the statements and conclusions set forth in the Original Letter that are necessary to reflect any changes in the facts described in the Original Letter since the date of the Original Letter or to reflect the availability of more recent financial statements, data or information. The letters shall not disclose any change, or any development involving a prospective change, in or affecting the business or properties of the Company or any of its subsidiaries, which in your sole judgment, makes it impractical or inadvisable to proceed with the public offering of the Shares or the purchase of the Option Stock as contemplated by the Prospectus. (f) You shall have received from Deloitte & Touche LLP a letter stating that their review of the Company's internal accounting controls, to the extent they deemed necessary in establishing the scope of their examination of the Company's financial statements as of June 30, 1999 and 2000, did not disclose any weakness in internal controls that they considered to be material weaknesses. (g) On the Closing Date, and on any later date on which Option Stock is purchased, you shall have received a certificate, dated the Closing Date or such later date, as the case may be, signed by the Chief Executive Officer and Chief Financial Officer of the Company stating that the respective signers of said certificate have carefully examined the Registration Statement in the form in which it originally became effective and the Prospectus contained therein and any amendments or supplements thereto and this Agreement, and that the statements included in paragraph (b) of this Section 7 are true and correct. (h) Prior to the Closing Date, the Company shall have furnished to the Representatives such further information, certificates and documents as the Representatives may reasonably request. (i) You shall have been furnished evidence in usual written or electronic form from the appropriate authorities of the several jurisdictions, or other evidence satisfactory to you, of the qualification referred to in paragraph (f) of Section 6 hereof. (j) Prior to the Closing Date, the Shares shall have been duly authorized for inclusion on the Nasdaq National Market upon official notice of issuance. (k) On or prior to the Closing Date, the Underwriters shall have received from all directors and executive officers agreements, reasonably satisfactory to W.R. Xxxxxxxxx + Co, LLC, stating that such person or entity will not, without the prior written consent of W.R. Xxxxxxxxx + Co, LLC, offer, sell, contract to sell, pledge, or otherwise dispose of, (or enter into any transaction which is designed to, or might reasonably be expected to, result in the disposition (whether by actual disposition or effective economic disposition due to cash settlement or otherwise) by such person or entity or any affiliate of such person or entity or any person in privity with such person or entity or any affiliate of such person or entity) directly or indirectly, including the filing (or participation in the filing) of a registration statement with the Commission in respect of, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Exchange Act, any other shares of Common Stock or any securities convertible into, or exercisable, or exchangeable for, shares of Common Stock; or publicly announce an intention to effect any such transaction, for a period of 180 days after the Closing Date. In case any of the conditions specified in this Section 7 shall not be fulfilled, this Agreement may be terminated by you by giving notice to the Company. Any such termination shall be without liability of the Company to the Underwriters and each without liability of Eagle Geophysical Onshorethe Underwriters to the Company; provided, Inc.however, that (i) in the event of such termination, the Company agrees to indemnify and hold harmless the Underwriters from all costs or expenses incident to the performance of the obligations of the Company under this Agreement, including all costs and expenses referred to in paragraph (g) of Section 6 hereof; and (ii) if this Agreement is terminated by you because of any refusal or failure on the part of the Company to perform any agreement herein, to fulfill any of the conditions herein, or to comply with any provision hereof other than by reason of a Delaware corporationdefault by any of the Underwriters, the Company will reimburse the Underwriters severally upon demand for all out-of-pocket expenses (including reasonable fees and Eagle Geophysical Offshore, Inc. (formerly known as Horizon Seismic,disbursements of counsel) that shall have been incurred by them in connection with the transactions contemplated hereby.

Conditions of the Underwriters’ Obligations. The obligations of the several Underwriters to purchase and pay for the Firm Securities shall be subject, in the Representatives' sole discretion, hereunder are subject to the accuracy of the representations and warranties of the parties hereto contained Company herein as of the date hereof and as of the Firm Closing Date, as if made on and as of the Firm Closing Date, to the accuracy of the statements of the Company and the Selling Securityholders made pursuant to the provisions hereofcontained, to the performance by the parties hereto Company of their respective covenants and agreements hereunder its obligations hereunder, and to the following additional further conditions: (a) If At Closing Time no stop order suspending the Original Registration Statement or any amendment thereto filed prior to the Firm Closing Date has not been declared effective as effectiveness of the time of execution hereof, the Original Registration Statement or such amendment and, if the Company has elected to rely upon Rule 462(b), the Rule 462(b) Registration Statement shall have been declared effective not later than issued under the earlier of (i) 11:00 A.M., New York time, on the date on which the amendment to the registration statement originally filed with respect to the Securities 1933 Act or to the Registration Statement, as the case may be, containing information regarding the initial public offering price of the Securities has been filed with the Commission and (ii) the time confirmations are sent proceedings therefor initiated or given as specified by Rule 462(b)(2), or with respect to the Original Registration Statement, or such later time and date as shall have been consented to threatened by the Representatives; if required, Commission. A prospectus containing the Prospectus or any Term Sheet that constitutes a part thereof and any amendment or supplement thereto Rule 430B Information shall have been filed with the Commission in the manner and within the time period required by Rules 434 and Rule 424(b) under without reliance on Rule 424(b)(8) (or a post-effective amendment providing such information shall have been filed and become effective in accordance with the requirements of Rule 430B) and any required filing of each Issuer Free Writing Prospectus pursuant to Rule 433 has been made in the manner and within the time period required by Rule 433(d). (b) At Closing Time the Representatives shall have received the favorable opinion, dated as of Closing Time, of Xxxxxxxx & Worcester LLP, counsel for the Company, in form and substance reasonably satisfactory to counsel for the Underwriters, together with signed or reproduced copies of such letter for each of the other Underwriters, to the effect set forth in Exhibit A hereto. In rendering their opinion, Xxxxxxxx & Worcester LLP may rely upon an opinion, dated as of Closing Time, of Xxxxxxx LLP as to matters governed by Maryland law, provided that such reliance is expressly authorized by such opinion. In addition, in rendering such opinion, such counsel may state that their opinion as to laws of the State of Delaware is limited to the Delaware General Corporation Law, the Delaware Revised Uniform Limited Partnership Act and the Delaware Limited Liability Company Act; no stop order suspending , that their opinions, if any, with respect to subsidiaries organized in jurisdictions other than Massachusetts or Delaware are based on their review of statutes of such jurisdictions comparable to such Delaware statutes, and that their opinion with respect to the effectiveness qualification of the Company and its subsidiaries to do business in jurisdictions other than their respective jurisdictions of organization is based solely upon certificates to such effect issued by an appropriate official of the applicable jurisdictions (c) At Closing Time the Representatives shall have received the favorable opinion, dated as of Closing Time, of Xxxxxxx LLP, special Maryland counsel for the Company, in form and substance reasonably satisfactory to counsel for the Underwriters, together with signed or reproduced copies of such letter for each of the other Underwriters to the effect set forth in Exhibit B hereto. (d) The Representatives shall have received at Closing Time an opinion, dated as of Closing Time, of Sidley Austin LLP, counsel for the Underwriters, together with signed or reproduced copies of such letter for each of the other Underwriters, in form and substance reasonably satisfactory to the Representatives. In rendering their opinion as aforesaid, Sidley Austin LLP may rely upon an opinion, dated as of Closing Time, of Xxxxxxx LLP as to matters governed by Maryland law, and the opinion of Xxxxxxxx & Worcester LLP referred to above as to matters governed by Massachusetts law. In addition, in rendering such opinion, such counsel may state that its opinion as to laws of the State of Delaware is limited to the Delaware General Corporation Law. (e) At Closing Time (i) the Registration Statement or any amendment thereto and the Prospectus shall have been issuedcontain all statements which are required to be stated therein in accordance with the 1933 Act and the 1933 Act Regulations and in all material respects shall conform to the requirements of the 1933 Act and the 1933 Act Regulations, and neither the Registration Statement nor the Prospectus shall contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading and no action, suit or proceeding at law or in equity shall be pending or to the knowledge of the Company threatened against the Company which would be required to be set forth in the Prospectus other than as set forth therein, (ii) there shall not have been, since the respective dates as of which information is given in the Registration Statement, the Prospectus, or the General Disclosure Package, any material adverse change in the condition, financial or otherwise, of the Company and its subsidiaries, taken as a whole, or in their earnings, business affairs or business prospects, whether or not arising in the ordinary course of business from that set forth in the Registration Statement, the Prospectus or the General Disclosure Package, and (iii) no proceedings for that purpose shall have been instituted or threatened be pending or, to the knowledge of the Company, threatened against the Company before or by any federal, state or other commission, board or administrative agency wherein an unfavorable decision, ruling or finding would materially and adversely affect the Representativesbusiness, shall be contemplated by property, financial condition or income of the CommissionCompany other than as set forth in the Prospectus; and the Company Representatives shall have complied with any request received, at Closing Time, a certificate of the Commission for additional President and Chief Operating Officer and the Chief Financial Officer of the Company, dated as of Closing Time, evidencing compliance with the provisions of this subsection (e) and stating that the representations and warranties set forth in Section 1(a) hereof are accurate as though expressly made at and as of Closing Time. (f) At Closing Time, there shall not have been, since the respective dates as of which information (to be included is given in the Registration Statement and the Prospectus, or since the Prospectus respective dates as of which information is given in the General Disclosure Package, any material adverse change in the business, operations, earnings, prospects, properties or condition (financial or otherwise) of the Manager, whether or not arising in the ordinary course of business; and the Representatives shall have received, at Closing Time, a certificate of the President of the Manager evidencing compliance with this subsection (f). (bg) The Concurrently with the execution and delivery of this Agreement, and at Closing Time prior to payment and delivery of the Shares, Ernst & Young LLP shall have furnished to the Representatives a letter, dated the date of its delivery, addressed to the Underwriters and in form and substance satisfactory to the Representatives, confirming that they are an independent registered public accounting firm with respect to the Company as required by the 1933 Act and the 1933 Act Regulations and with respect to the financial and other statistical and numerical information contained in the Registration Statement and the Prospectus or incorporated by reference therein. Each such letter shall contain information of the type customarily included in accountants’ comfort letters to underwriters. (h) At the date hereof, the Underwriters shall have received an opinionagreement substantially in the form of Exhibit C hereto signed by the persons listed on Schedule C hereto. (i) Subsequent to the execution and delivery of this Agreement and prior to Closing Time, there shall not have occurred any downgrading, nor shall any notice have been given of (i) any intended or potential downgrading or (ii) any review or possible change that indicates anything other than a stable outlook, in the rating accorded any securities of or guaranteed by the Company by any “nationally recognized statistical rating organization,” as such term is defined for purposes of Rule 436(g)(2) under the 1933 Act; and the Preferred Shares shall be rated BBB- by Standard and Poor’s Ratings Services and Baa3 by Xxxxx’x Investors Service, Inc. (j) At Closing Time counsel for the Underwriters shall have been furnished with such documents and opinions as they may reasonably require for the purpose of enabling them to pass upon the issuance and sale of the Shares as herein contemplated and related proceedings, or in order to evidence the accuracy of any of the representations or warranties, or the fulfillment of any of the conditions, herein contained; and all proceedings taken by the Company in connection with the issuance and sale of the Shares as herein contemplated shall be reasonably satisfactory in form and substance to the Representatives and counsel for the Underwriters. (k) In the event the Representatives exercise the option described in Section 2 hereof to purchase all or any portion of the Option Shares, the representations and warranties of the Company included herein and the statements in any certificates furnished by the Company hereunder shall be true and correct as of the Date of Delivery, and the Underwriters shall have received: (i) A certificate of the President and Chief Operating Officer and the Chief Financial Officer of the Company, dated the Firm such Date of Delivery, confirming that their certificate delivered at Closing Date, Time pursuant to Section 5(e) hereof remains true as of Gardere Wynnx Xxxxxx such Date of Delivery. (ii) The favorable opinion of Xxxxxxxx & Xiggx, X.L.P.Worcester LLP, counsel for the Company, Seitel in form and EHIsubstance reasonably satisfactory to counsel for the Underwriters, dated such Date of Delivery, relating to the Option Shares and otherwise to the same effect that:as the opinion required by Section 5(b) hereof. (iiii) The favorable opinion of Xxxxxxx LLP, special Maryland counsel for the Company, in form and substance reasonably satisfactory to counsel for the Underwriters, dated such Date of Delivery, relating to the Option Shares and otherwise to the same effect as the opinion required by Section 5(c) hereof. (iv) The favorable opinion of Sidley AustinLLP, counsel for the Underwriters, dated such Date of Delivery, relating to the Option Shares and otherwise to the same effect as the opinion required by Section 5(d) hereof. (v) A certificate of the President of the Manager confirming that his certificate delivered at Closing Time pursuant to Section 5(f) hereof remains true as of such Date of Delivery. (vi) A letter from Ernst & Young LLP, in form and substance satisfactory to the Representatives, dated such Date of Delivery, substantially the same in scope and substance as the letter furnished to the Underwriters pursuant to Section 5(g) hereof. If any condition specified in this Section 5 shall not have been fulfilled when and as required to be fulfilled, this Agreement may be terminated by the Representatives by notice to the Company and each of Eagle Geophysical Onshore, Inc., a Delaware corporationat any time at or prior to Closing Time, and Eagle Geophysical Offshore, Inc. (formerly known such termination shall be without liability of any party to any other party except as Horizon Seismic,provided in Section 4 hereof.

Conditions of the Underwriters’ Obligations. The obligations of the several Underwriters to purchase and pay for the Firm Securities shall be subject, in the Representatives' sole discretion, hereunder are subject to the accuracy of the representations and warranties of the parties hereto contained Company herein as of the date hereof and as of the Firm Closing Date, as if made on and as of the Firm Closing Date, to the accuracy of the statements of the Company and the Selling Securityholders made pursuant to the provisions hereofcontained, to the performance by the parties hereto Company of their respective covenants and agreements hereunder its obligations hereunder, and to the following additional further conditions: (a) If At Closing Time no stop order suspending the Original Registration Statement or any amendment thereto filed prior to the Firm Closing Date has not been declared effective as effectiveness of the time of execution hereof, the Original Registration Statement or such amendment and, if the Company has elected to rely upon Rule 462(b), the Rule 462(b) Registration Statement shall have been declared effective not later than issued under the earlier of (i) 11:00 A.M., New York time, on the date on which the amendment to the registration statement originally filed with respect to the Securities 1933 Act or to the Registration Statement, as the case may be, containing information regarding the initial public offering price of the Securities has been filed with the Commission and (ii) the time confirmations are sent proceedings therefor initiated or given as specified by Rule 462(b)(2), or with respect to the Original Registration Statement, or such later time and date as shall have been consented to threatened by the Representatives; if required, Commission. A prospectus containing the Prospectus or any Term Sheet that constitutes a part thereof and any amendment or supplement thereto Rule 430B Information shall have been filed with the Commission in the manner and within the time period required by Rules 434 and Rule 424(b) under without reliance on Rule 424(b)(8) (or a post-effective amendment providing such information shall have been filed and become effective in accordance with the requirements of Rule 430B) and any required filing of each Issuer Free Writing Prospectus pursuant to Rule 433 has been made in the manner and within the time period required by Rule 433(d). (b) At Closing Time the Representatives shall have received the favorable opinion, dated as of Closing Time, of Xxxxxxxx & Worcester LLP, counsel for the Company, in form and substance reasonably satisfactory to counsel for the Underwriters, together with signed or reproduced copies of such letter for each of the other Underwriters. In rendering their opinion, Xxxxxxxx & Worcester LLP may rely upon an opinion, dated as of Closing Time, of Xxxxxxx LLP as to matters governed by Maryland law, provided that such reliance is expressly authorized by such opinion. In addition, in rendering such opinion, such counsel may state that their opinion as to laws of the State of Delaware is limited to the Delaware General Corporation Law, the Delaware Revised Uniform Limited Partnership Act and the Delaware Limited Liability Company Act; no stop order suspending , that their opinions, if any, with respect to subsidiaries organized in jurisdictions other than Massachusetts or Delaware are based on their review of statutes of such jurisdictions comparable to such Delaware statutes, and that their opinion with respect to the effectiveness qualification of the Company and its subsidiaries to do business in jurisdictions other than their respective jurisdictions of organization is based solely upon certificates to such effect issued by an appropriate official of the applicable jurisdictions. (c) At Closing Time the Representatives shall have received the favorable opinion, dated as of Closing Time, of Xxxxxxx LLP, special Maryland counsel for the Company, in form and substance reasonably satisfactory to counsel for the Underwriters, together with signed or reproduced copies of such letter for each of the other Underwriters. (d) The Representatives shall have received at Closing Time an opinion, dated as of Closing Time, of Sidley Austin LLP, counsel for the Underwriters, together with signed or reproduced copies of such letter for each of the other Underwriters, in form and substance reasonably satisfactory to the Representatives. In rendering their opinion as aforesaid, Sidley Austin LLP may rely upon an opinion, dated as of Closing Time, of Xxxxxxx LLP as to matters governed by Maryland law, and the opinion of Xxxxxxxx & Worcester LLP referred to above as to matters governed by Massachusetts law. In addition, in rendering such opinion, such counsel may state that its opinion as to laws of the State of Delaware is limited to the Delaware General Corporation Law. (e) At Closing Time (i) the Registration Statement and the Prospectus shall contain all statements which are required to be stated therein in accordance with the 1933 Act and the 1933 Act Regulations and in all material respects shall conform to the requirements of the 1933 Act and the 1933 Act Regulations, and neither the Registration Statement nor the Prospectus shall contain any untrue statement of a material fact or omit to state any amendment thereto shall have been issuedmaterial fact required to be stated therein or necessary to make the statements therein not misleading, and no action, suit or proceeding at law or in equity shall be pending or to the knowledge of the Company threatened against the Company which would be required to be set forth in the Prospectus other than as set forth therein, (ii) there shall not have been, since the respective dates as of which information is given in the Registration Statement, the Prospectus, or the General Disclosure Package, any material adverse change in the condition, financial or otherwise, of the Company and its subsidiaries, taken as a whole, or in their earnings, business affairs or business prospects, whether or not arising in the ordinary course of business from that set forth in the Registration Statement, the Prospectus or the General Disclosure Package and (iii) no proceedings for that purpose shall have been instituted or threatened be pending or, to the knowledge of the Company, threatened against the Company before or by any federal, state or other commission, board or administrative agency wherein an unfavorable decision, ruling or finding would materially and adversely affect the Representativesbusiness, shall be contemplated by property, financial condition or income of the CommissionCompany other than as set forth in the General Disclosure Package and the Prospectus; and the Company Representatives shall have complied with any request received, at Closing Time, a certificate of the Commission for additional President and Chief Investment Officer and the Chief Financial Officer of the Company, dated as of Closing Time, evidencing compliance with the provisions of this subsection (e) and stating that the representations and warranties set forth in Section 1(a) hereof are accurate as though expressly made at and as of Closing Time. (f) At Closing Time, there shall not have been, since the respective dates as of which information (to be included is given in the Registration Statement and the Prospectus, or since the Prospectus respective dates as of which information is given in the General Disclosure Package, any material adverse change in the business, operations, earnings, prospects, properties or condition (financial or otherwise) of the Manager, whether or not arising in the ordinary course of business; and the Representatives shall have received, at Closing Time, a certificate of the President or any Vice President of the Manager evidencing compliance with this subsection (f). (bg) The Concurrently with the execution and delivery of this Agreement, and at Closing Time prior to payment and delivery of the Initial Shares, Ernst & Young LLP shall have furnished to the Representatives a letter, dated the date of its delivery, addressed to the Underwriters and in form and substance satisfactory to the Representatives, confirming that they are an independent registered public accounting firm with respect to the Company as required by the 1933 Act and the 1933 Act Regulations and with respect to the financial and other statistical and numerical information contained in the Registration Statement and the Prospectus or incorporated by reference therein. Each such letter shall contain information of the type customarily included in accountants’ comfort letters to underwriters as of a specified date not more than three days prior to the date of such letter. (h) At the date hereof, the Representatives shall have received an opinionagreement substantially in the form of Exhibit A hereto signed by the persons listed on Schedule C hereto. (i) At Closing Time counsel for the Underwriters shall have been furnished with such documents and opinions as they may reasonably require for the purpose of enabling them to pass upon the issuance and sale of the Shares as herein contemplated and related proceedings, or in order to evidence the accuracy of any of the representations or warranties, or the fulfillment of any of the conditions, herein contained; and all proceedings taken by the Company in connection with the issuance and sale of the Shares as herein contemplated shall be reasonably satisfactory in form and substance to the Representatives and counsel for the Underwriters. (j) In the event the Underwriters exercise their option provided in Section 2(b) hereof to purchase all or any portion of the Option Shares, the representations and warranties of the Company contained herein and the statements in any certificates furnished by the Company hereunder shall be true and correct as of the Date of Delivery and at the Date of Delivery the Underwriters shall have received: (i) A certificate of the President and Chief Operating Officer and the Chief Financial Officer of the Company, dated the Firm such Date of Delivery, confirming that their certificate delivered at Closing Date, Time pursuant to Section 5(e) hereof remains true and correct as of Gardere Wynnx Xxxxxx such Date of Delivery. (ii) The favorable opinion of Xxxxxxxx & Xiggx, X.L.P.Worcester LLP, counsel for the Company, Seitel in form and EHIsubstance reasonably satisfactory to counsel for the Underwriters, dated such Date of Delivery, relating to the Option Shares to be purchased on such Date of Delivery and otherwise to the same effect that:as the opinion required by Section 5(b) hereof. (iiii) The favorable opinion of Xxxxxxx LLP, special Maryland counsel for the Company, in form and substance reasonably satisfactory to counsel for the Underwriters, dated such Date of Delivery, relating to the Option Shares to be purchased on such Date of Delivery and otherwise to the same effect as the opinion required by Section 5(c) hereof. (iv) The favorable opinion of Sidley Austin LLP, counsel for the Underwriters, dated such Date of Delivery, relating to the Option Shares to be purchased on such Date of Delivery and otherwise to the same effect as the opinion required by Section 5(d) hereof. (v) A certificate of the President of the Manager confirming that his certificate delivered at Closing Time pursuant to Section 5(f) hereof remains true as of such Date of Delivery. (vi) A letter from Ernst & Young LLP, in form and substance satisfactory to the Representatives, dated such Date of Delivery, substantially the same in scope and substance as the letter furnished to the Underwriters pursuant to Section 5(g) hereof, except that the “specified date” in each letter furnished pursuant to this paragraph shall be a date not more than three days prior to such Date of Delivery. If any condition specified in this Section 5 shall not have been fulfilled when and as required to be fulfilled, this Agreement, or in the case of any condition to the purchase of Option Shares on a Date of Delivery that is after the Closing Time, the obligations of the Underwriters to purchase the relevant Option Shares, may be terminated by the Representatives by notice to the Company and each at any time at or prior to Closing Time, or such Date of Eagle Geophysical OnshoreDelivery, Inc., a Delaware corporationas the case may be, and Eagle Geophysical Offshore, Inc. (formerly known such termination shall be without liability of any party to any other party except as Horizon Seismic,provided in Section 4 hereof.

Conditions of the Underwriters’ Obligations. The obligations of the several Underwriters to purchase and pay for the Firm Securities shall be subject, in the Representatives' sole discretion, to the accuracy of the representations and warranties of the parties hereto Company contained herein as of the date hereof and as of the Firm Closing Date, as if made on and as of the Firm Closing Date, to the accuracy of the statements of the Company and the Selling Securityholders Company's officers made pursuant to the provisions hereof, to the performance by the parties hereto Company of their respective its covenants and agreements hereunder and to the following additional conditions: (a) If the Original Registration Statement or any amendment thereto filed prior to the Firm Closing Date has not been declared effective as of the time of execution hereof, the Original Registration Statement or such amendment and, if the Company has elected to rely upon Rule 462(b), the Rule 462(b) Registration Statement shall have been declared effective not later than the earlier of (i) 11:00 A.M., New York time, on the date on which the amendment to the registration statement originally filed with respect to the Securities or to the Registration Statement, as the case may be, containing information regarding the initial public offering price of the Securities has been filed with the Commission and (ii) the time confirmations are sent or given as specified by Rule 462(b)(2), or with respect to the Original Registration Statement, or such later time and date as shall have been consented to by the Representatives; if required, the Prospectus or any Term Sheet that constitutes a part thereof and any amendment or supplement thereto shall have been filed with the Commission in the manner and within the time period required by Rules 434 and 424(b) under the Act; no stop order suspending the effectiveness of the Registration Statement or any amendment thereto shall have been issued, and no proceedings for that purpose shall have been instituted or threatened or, to the knowledge of the Company or the Representatives, shall be contemplated by the Commission; and the Company shall have complied with any request of the Commission for additional information (to be included in the Registration Statement or the Prospectus or otherwise). (b) The Representatives shall have received an opinion, dated the Firm Closing Date, of Gardere Wynnx Xxxxxx Gray Xxxy Xxxx & Xiggx, X.L.P.Xreidenrich, counsel for the Company, Seitel and EHI, to the effect that: (i) the Company and each of Eagle Geophysical Onshoreits subsidiaries listed in Schedule 2 hereto (the "Subsidiaries") have been duly organized and are validly existing as corporations in good standing under the laws of their respective jurisdictions of incorporation and are duly qualified to transact business as foreign corporations and are in good standing under the laws of all other jurisdictions where the ownership or leasing of their respective properties or the conduct of their respective businesses requires such qualification, Inc.except where the failure to be so qualified does not amount to a material liability or disability to the Company and the Subsidiaries, taken as a Delaware corporationwhole; (ii) the Company and each of the Subsidiaries have corporate power to own or lease their respective properties and conduct their respective businesses as described in the Registration Statement and the Prospectus, and Eagle Geophysical Offshorethe Company has (iii) the issued shares of capital stock of each of the Subsidiaries have been duly authorized and validly issued, Inc. are fully paid and nonassessable and are owned beneficially by the Company free and clear of any perfected security interests or, to the best knowledge of such counsel, any other security interests, liens, encumbrances, equities or claims; (formerly iv) the Company has an authorized, issued and outstanding capitalization as set forth in the Prospectus; all of the issued shares of capital stock of the Company have been duly authorized and validly issued and are fully paid and nonassessable, have been issued in compliance with all applicable federal and state securities laws and were not issued in violation of or subject to any preemptive rights or other rights to subscribe for or purchase securities, the Firm Securities have been duly authorized by all necessary corporate action of the Company and, when issued and delivered to and paid for by the Underwriters pursuant to this Agreement, will be validly issued, fully paid and nonassessable; the Securities have been duly included for trading on the Nasdaq National Market; no holders of outstanding shares of capital stock of the Company are entitled as such to any preemptive or other rights to subscribe for any of the Securities; and no holders of securities of the Company are entitled to have such securities registered under the Registration Statement; (v) the statements set forth under the heading "Description of Capital Stock" in the Prospectus, insofar as such statements purport to summarize certain provisions of the capital stock of the Company, provide a fair summary of such provisions; (vi) the execution and delivery of this Agreement have been duly authorized by all necessary corporate action of the Company and this Agreement has been duly executed and delivered by the Company; (vii) (A) no legal or governmental proceedings are pending to which the Company or any of the Subsidiaries is a party or to which the property of the Company or any of the Subsidiaries is subject that are required to be described in the Registration Statement or the Prospectus and are not described therein, and, to the best knowledge of such counsel, no such proceedings have been threatened against the Company or any of the Subsidiaries or with respect to any of their respective properties and (B) no contract or other document is required to be described in the Registration Statement or the Prospectus or to be filed as an exhibit to the Registration Statement that is not described therein or filed as required; (viii) the issuance, offering and sale of the Securities to the Underwriters by the Company pursuant to this Agreement, the compliance by the Company with the other provisions of this Agreement and the consummation of the other transactions herein contemplated do not (A) require the consent, approval, authorization, registration or qualification of or with any governmental authority, except such as have been obtained and such as may be required under state securities or blue sky laws, or (B) conflict with or result in a breach or violation of any of the terms and provisions of, or constitute a default under, any indenture, mortgage, deed of trust, lease or other agreement or instrument, known to such counsel, to which the Company or any of the Subsidiaries is a party or by which the Company or any of the Subsidiaries or any of their respective properties are bound, or the charter documents or by-laws of the Company or any of the 14 Subsidiaries, or any statute or any judgment, decree, order, rule or regulation of any court or other governmental authority or any arbitrator known to such counsel and applicable to the Company or Subsidiaries; (ix) the Company and each of its subsidiaries have good and marketable title in fee simple to all items of real property and marketable title to all personal property owned by each of them, in each case free and clear of any security interests, liens, encumbrances, equities, claims and other defects, except such as Horizon Seismic,do not materially and adversely affect the value of such property and do not interfere with the use made or proposed to be made of such property by the Company or such subsidiary, and any real property and buildings held under lease by the Company or any such subsidiary are held under valid, subsisting and enforceable leases, with such exceptions as are not material and do not interfere with the use made or proposed to be made of such property and buildings by the Company or such subsidiary, in each case except as described in or contemplated by the Prospectus (or, if the Prospectus is not in existence, the most recent Preliminary Prospectus); (x) the Company and its subsidiaries own or possess, or can acquire on reasonable terms, all material patents, patent applications, trademarks, service marks, trade names, licenses, copyrights and proprietary or other confidential information currently employed by them in connection with their respective businesses, and neither the Company nor any such subsidiary has received any notice of infringement of or conflict with asserted rights of any third party with respect to any of the foregoing which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would result in a material adverse change in the condition (financial or otherwise), business prospects, net worth or results of operations of the Company and its subsidiaries, except as described in or contemplated by the Prospectus (or, if the Prospectus is not in existence, the most recent Preliminary Prospectus); (xi) no subsidiary of the Company is currently prohibited, directly or indirectly, from paying any dividends to the Company, from making any other distribution on such subsidiary's capital stock, from repaying to the Company any loans or advances to such subsidiary from the Company or from transferring any of such subsidiary's property or assets to the Company or any other subsidiary of the Company, except as described in or contemplated by the Prospectus (or, if the Prospectus is not in existence, the most recent Preliminary Prospectus); (xii) to the best of such counsel's knowledge, the Company and the Subsidiaries possess all certificates, authorizations and permits issued by the appropriate federal, state or foreign regulatory authorities necessary to conduct their respective businesses, and neither the Company nor any such Subsidiary has received any notice of proceedings relating to the revocation or modification of any such certificate, authorization or permit which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would result in a material adverse change in the condition (financial or otherwise), business prospects, net worth or results of operations of the Company, and its subsidiaries, except as described in or contemplated by the Prospectus (or, if the Prospectus is not in existence, the most recent Preliminary Prospectus); (xiii) the Company is not an "investment company" or an entity "controlled" by an "investment company", as such terms are defined in the Investment Company Act of 1940;

Conditions of the Underwriters’ Obligations. The obligations of the several Underwriters to purchase and pay for the Firm Securities Shares shall be subject, in the RepresentativesUnderwriters' sole discretion, to the accuracy of the representations and warranties of the parties hereto Company and the Selling Shareholder contained herein as of the date hereof and as of the Firm Closing Date, Date as if made on and as of the Firm Closing Date, to the accuracy of the statements of the Company and the Selling Securityholders Company's officers made pursuant to the provisions hereof, to the performance by the parties hereto Company of their respective its covenants and agreements hereunder and to the following additional conditions: (a) If the Original Registration Statement or any amendment thereto filed prior to the Firm Closing Date registration statement, as heretofore amended, has not been declared effective as of the time of execution hereof, the Original Registration Statement registration statement, as heretofore amended or such as amended by an amendment andthereto to be filed prior to the Firm Closing Date, if the Company has elected to rely upon Rule 462(b), the Rule 462(b) Registration Statement shall have been declared effective not later than the earlier of (i) 11:00 A.M.5:30 P.M., New York City time, on the date on which the amendment to the such registration statement originally filed with respect to the Securities or to the Registration Statement, as the case may be, containing information regarding the initial public offering price of the Securities has been filed with the Commission and (ii) the time confirmations are sent or given as specified by Rule 462(b)(2), or with respect to the Original Registration StatementCommission, or such later time and date as shall have been consented to by the RepresentativesUnderwriters; if required, the Prospectus or any Term Sheet that constitutes a part thereof and any amendment or supplement thereto shall have been filed with the Commission in the manner and within the time period required by Rules 434 and Rule 424(b) under the Act; , no stop order suspending the effectiveness of the Registration Statement or any amendment thereto shall have been issued, and no proceedings for that purpose shall have been instituted or threatened or, to the knowledge of the Company or the RepresentativesUnderwriters, shall be contemplated by the Commission; and the Company shall have complied with any request of the Commission for additional information (to be included in the Registration Statement or the Prospectus or otherwise). (b) The Representatives Underwriters shall have received an opinion, dated the Firm Closing Date, of Gardere Wynnx Xxxxxx Ruskin, Moscow, Xxxxx & XiggxFaltishek, X.L.P.P.C., counsel for to the Company, Seitel and EHI, to the effect that: (i1) the Company has been duly organized and is validly existing as a corporation in good standing under the laws of the jurisdiction of its organization and is duly qualified to transact business as a foreign corporation and is in good standing under the laws of each other jurisdiction in which its ownership or leasing of any properties or the conduct of its business requires such qualification, except where the failure to so qualify would not have a materially adverse effect upon the Company; (2) the Company has full corporate power and authority to own or lease its property and conduct its business as now being conducted and as proposed to be conducted, as described in the Registration Statement and the Prospectus, and the Company has full corporate power and authority to enter into this Agreement, the Warrant Agreement and the Representative's Warrant Agreement and to carry out all the terms and provisions hereof and thereof to be carried out by it; (3) to the knowledge of such counsel, there are no outstanding options, warrants or other rights granted by the Company to purchase shares of its Common Stock, preferred stock or other securities other than as described in the Prospectus; the Shares have been duly authorized and the Warrant Shares and the Representative's Warrant Shares have been duly reserved for issuance by all necessary corporate action on the part of the Company and, the Shares when issued and delivered to and paid for by the Underwriters, pursuant to this Agreement, the Warrant Shares when issued upon payment of the exercise price specified in the Warrants, the Representative's Warrant when issued and delivered and paid for in accordance with this Agreement and the Representative's Warrant Agreement by the Underwriters and the Warrant Shares when issued upon payment of the exercise price specified in the Representative's Warrant, will be validly issued, fully paid, nonassessable and free of preemptive rights and will conform to the description thereof in the Prospectus; to the knowledge of such counsel, no holder of outstanding securities of the Company is entitled as such to any preemptive or other right to subscribe for any of the Shares, the Warrant Shares or the Representative's Warrant Shares; and to the knowledge of such counsel, no person is entitled to have securities registered by the Company under the Registration Statement or otherwise under the Act other than as described in the Prospectus; (4) the execution and delivery of this Agreement, the Warrant Agreement, the Representative's Warrant Agreement and the Financial Advisory and Investment Banking Agreement have been duly authorized by all necessary corporate action on the part of the Company and this Agreement, the Warrant Agreement, the Representative's Warrant Agreement and the Financial Advisory and Investment Banking Agreement have been duly executed and delivered by the Company, and each is a valid and binding agreement of Eagle Geophysical Onshorethe Company, Inc.enforceable against the Company in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium and other similar laws affecting creditors' rights generally and to general principles of equity (regardless of whether enforcement is considered in a Delaware corporationproceeding in equity or at law) and except as rights to indemnity and contribution under this Agreement, the Warrant Agreement and the Representative's Warrant Agreement may be limited by applicable securities laws and the public policy underlying such laws; (5) the Representative's Warrant conform to the description thereof in the Registration Statement and in the Prospectus and are duly authorized and upon payment of the purchase price therefore specified in Section 2(d) of this Agreement are validly issued and constitute valid and binding obligations of the Company entitled to the benefits of the Representative's Warrant Agreement; and the certificates representing the Securities are in due and proper form under law; (6) the statements set forth in the Prospectus under the caption "Description of Securities" insofar as those statements purport to summarize the terms of the capital stock and warrants of the Company, provide a fair summary of such terms; the statements set forth in the Prospectus describing statutes and regulations and the descriptions of the consequences to the Company under such statutes and regulations are fair summaries of the information set forth therein and are accurate in all material respects; the statements in the Prospectus, insofar as those statements constitute summaries of the contracts, instruments, leases or licenses referred to therein, constitute a fair summary of those contracts, instruments, leases or licenses and include all material terms thereof, as applicable; (7) none of (A) the execution and delivery of this Agreement, the Warrant Agreement and the Representative's Warrant Agreement, (B) the issuance, offering and sale by the Company to the Underwriters of the Securities pursuant to this Agreement and the Representative's Warrant Securities pursuant to the Representative's Warrant Agreement, nor (C) the compliance by the Company with the other provisions of this Agreement, the Warrant Agreement and the Representative's Warrant Agreement and the consummation of the transactions contemplated hereby and thereby, (1) requires the consent, approval, authorization, registration or qualification of or with any court or governmental authority known to us, except such as have been obtained and such as may be required under state blue sky or securities laws, (2) conflicts with or results in a breach or violation of, or constitutes a default under, any material contract, indenture, mortgage, deed of trust, loan agreement, note, lease or other material agreement or instrument known to such counsel to which the Company is a party or by which the Company or any of its property is bound or subject, or the certificate of incorporation or by-laws of the Company, or any material statute or any judgment, decree, order, rule or regulation of any court or other governmental or regulatory authority known to us applicable to the Company, or (3) subjects the Company or investors in the Securities to any tax imposed by Canada or any political subdivision thereof. (8) to the knowledge of such counsel, (A) no legal or governmental proceedings are pending to which the Company is a party or to which the property of the Company is subject except those arising on the ordinary course of business and fully covered by insurance and (B) no contract or other document is required to be described in the Registration Statement or the Prospectus or to be filed as an exhibit to the Registration Statement that is not described therein or filed as required; (9) the Company possesses adequate licenses, orders, authorizations, approvals, certificates or permits issued by the appropriate federal, state or local regulatory agencies or bodies necessary to conduct its business as described in the Registration Statement and the Prospectus, and, to the knowledge of such counsel, there are no pending or threatened proceedings relating to the revocation or modification of any such license, order, authorization, approval, certificate or permit, except as disclosed in the Registration Statement and the Prospectus; (10) The Company is not in violation or breach of, or in default with respect to, any term of its certificate of incorporation or by-laws, and Eagle Geophysical Offshoreto the knowledge of such counsel, Inc. the Company is not in (formerly known i) violation in any material respect of any law, statute, regulation, ordinance, rule, order, judgment or decree of any court or any governmental or regulatory authority applicable to it, or (ii) default in any material respect in the performance or observance of any obligation, agreement, covenant or condition contained in any material contract, indenture, mortgage, deed of trust, loan agreement, note, lease or other material agreement or instrument to which it is a party or by which it or any of its property may be bound or subject, and no event has occurred which with notice, lapse of time or both would constitute such a default; (11) the Shares have been approved for inclusion on The Nasdaq SmallCap Market and the Boston Stock Exchange; (12) to the knowledge of such counsel, neither the Company is not in default in any material respect in the performance or observance of any obligation, agreement, covenant or condition contained in any material contract, indenture, mortgage, deed of trust, loan agreement, note, lease or other material agreement or instrument to which it is a party or by which it or any of its property may be bound or subject, and no event has occurred which with notice, lapse of time or both would constitute such a default; (13) the statements in the Prospectus under the caption "Description of Securities" in the Prospectus, insofar as Horizon Seismic,such statements purport to summarize the terms of the capital stock and warrants of the Company, provide a fair summary of such terms; and the statements in the Prospectus, insofar as those statements constitute matters of law or legal conclusions, or summaries of the contracts, agreement instruments, leases or licenses referred to therein, constitute a fair summary of those matters, legal conclusions, contracts, agreement instruments, leases or licenses and include all material terms thereof as applicable; (14) the Registration Statement is effective under the Act; any required filing of the Prospectus pursuant to Rule 424(b) has been made in the manner and within the time period required by Rule 424(b); and no stop order suspending the effectiveness of the Registration Statement or any amendment thereto has been issued, and no proceedings for that purpose have been instituted or threatened or, to the best knowledge of such counsel, are contemplated by the Commission; (15) the registration statement originally filed with respect to the Securities and each amendment thereto and the Prospectus (in each case, other than the financial statements and schedules and other financial and statistical information contained therein, as to which such counsel need express no opinion) comply as to form in all material respects with the applicable requirements of the Act and the rules and regulations of the Commission thereunder; and (16) the Company is not an "investment company" as defined in Section 3(a) of the Investment Company Act and, if the Company conducts its business as set forth in the Prospectus, it will not become an "investment company" and will not be required to register under the Investment Company Act; and

Conditions of the Underwriters’ Obligations. The obligations of the several Underwriters to purchase and pay for the Firm Securities Shares shall be subject, in the RepresentativesUnderwriters' sole discretion, to the accuracy of the representations and warranties of the parties hereto Company and the Selling Shareholder contained herein as of the date hereof and as of the Firm Closing Date, Date as if made on and as of the Firm Closing Date, to the accuracy of the statements of the Company and the Selling Securityholders Company's officers made pursuant to the provisions hereof, to the performance by the parties hereto Company of their respective its covenants and agreements hereunder and to the following additional conditions: (a) If the Original Registration Statement or any amendment thereto filed prior to the Firm Closing Date registration statement, as heretofore amended, has not been declared effective as of the time of execution hereof, the Original Registration Statement registration statement, as heretofore amended or such as amended by an amendment andthereto to be filed prior to the Firm Closing Date, if the Company has elected to rely upon Rule 462(b), the Rule 462(b) Registration Statement shall have been declared effective not later than the earlier of (i) 11:00 A.M.5:30 P.M., New York City time, on the date on which the amendment to the such registration statement originally filed with respect to the Securities or to the Registration Statement, as the case may be, containing information regarding the initial public offering price of the Securities has been filed with the Commission and (ii) the time confirmations are sent or given as specified by Rule 462(b)(2), or with respect to the Original Registration StatementCommission, or such later time and date as shall have been consented to by the RepresentativesUnderwriters; if required, the Prospectus or any Term Sheet that constitutes a part thereof and any amendment or supplement thereto shall have been filed with the Commission in the manner and within the time period required by Rules 434 and Rule 424(b) under the Act; , no stop order suspending the effectiveness of the Registration Statement or any amendment thereto shall have been issued, and no proceedings for that purpose shall have been instituted or threatened or, to the knowledge of the Company or the RepresentativesUnderwriters, shall be contemplated by the Commission; and the Company shall have complied with any request of the Commission for additional information (to be included in the Registration Statement or the Prospectus or otherwise). (b) The Representatives Underwriters shall have received an opinion, dated the Firm Closing Date, of Gardere Wynnx Xxxxxx Ruskin, Moscou, Xxxxx & XiggxFaltischek, X.L.P.P.C., counsel for to the Company, Seitel and EHI, to the effect that: (i1) the Company has been duly organized and is validly existing as a corporation in good standing under the laws of the jurisdiction of its organization and is duly qualified to transact business as a foreign corporation and is in good standing under the laws of each other jurisdiction in which its ownership or leasing of any properties or the conduct of its business requires such qualification, except where the failure to so qualify would not have a materially adverse effect upon the Company; (2) the Company has full corporate power and authority to own or lease its property and conduct its business as now being conducted and as proposed to be conducted, as described in the Registration Statement and the Prospectus, and the Company has full corporate power and authority to enter into this Agreement, the Warrant Agreement and the Representative's Warrant Agreement and to carry out all the terms and provisions hereof and thereof to be carried out by it; (3) to the knowledge of such counsel, there are no outstanding options, warrants or other rights granted by the Company to purchase shares of its Common Stock, preferred stock or other securities other than as described in the Prospectus; the Company Shares have been duly authorized and the Warrant Shares and the Representative's Warrant Shares have been duly reserved for issuance by all necessary corporate action on the part of the Company and the Company Shares when issued and delivered to and paid for by the Underwriters, pursuant to this Agreement, the Warrant Shares when issued upon payment of the exercise price specified in the Warrants, the Representative's Warrant when issued and delivered and paid for in accordance with this Agreement and the Representative's Warrant Agreement by the Underwriters and the Warrant Shares when issued upon payment of the exercise price specified in the Representative's Warrant, will be validly issued, fully paid, nonassessable and free of preemptive rights and will conform to the description thereof in the Prospectus; to the knowledge of such counsel, no holder of outstanding securities of the Company is entitled as such to any preemptive or other right to subscribe for any of the Company Shares, the Warrant Shares or the Representative's Warrant Shares; and to the knowledge of such counsel, no person is entitled to have securities registered by the Company under the Registration Statement or otherwise under the Act other than as described in the Prospectus; (4) the execution and delivery of this Agreement, the Warrant Agreement, the Representative's Warrant Agreement and the Financial Advisory and Investment Banking Agreement have been duly authorized by all necessary corporate action on the part of the Company and this Agreement, the Warrant Agreement, the Representative's Warrant Agreement and the Financial Advisory and Investment Banking Agreement have been duly executed and delivered by the Company, and each is a valid and binding agreement of Eagle Geophysical Onshorethe Company, Inc.enforceable against the Company in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium and other similar laws affecting creditors' rights generally and to general principles of equity (regardless of whether enforcement is considered in a Delaware corporationproceeding in equity or at law) and except as rights to indemnity and contribution under this Agreement, the Warrant Agreement and the Representative's Warrant Agreement may be limited by applicable securities laws and the public policy underlying such laws; (5) the Representative's Warrant conform to the description thereof in the Registration Statement and in the Prospectus and are duly authorized and upon payment of the purchase price therefore specified in Section 2(d) of this Agreement are validly issued and constitute valid and binding obligations of the Company entitled to the benefits of the Representative's Warrant Agreement; and the certificates representing the Securities are in due and proper form under law; (6) the statements set forth in the Prospectus under the caption "Description of Securities" insofar as those statements purport to summarize the terms of the capital stock and warrants of the Company, provide a fair summary of such terms; the statements set forth in the Prospectus describing statutes and regulations and the descriptions of the consequences to the Company under such statutes and regulations are fair summaries of the information set forth therein and are accurate in all material respects; the statements in the Prospectus, insofar as those statements constitute summaries of the contracts, instruments, leases or licenses referred to therein, constitute a fair summary of those contracts, instruments, leases or licenses and include all material terms thereof, as applicable; (7) none of (A) the execution and delivery of this Agreement, the Warrant Agreement and the Representative's Warrant Agreement, (B) the issuance, offering and sale by the Company to the Underwriters of the Securities pursuant to this Agreement and the Representative's Warrant Securities pursuant to the Representative's Warrant Agreement, nor (C) the compliance by the Company with the other provisions of this Agreement, the Warrant Agreement and the Representative's Warrant Agreement and the consummation of the transactions contemplated hereby and thereby, (1) requires the consent, approval, authorization, registration or qualification of or with any court or governmental authority known to us, except such as have been obtained and such as may be required under state blue sky or securities laws or (2) conflicts with or results in a breach or violation of, or constitutes a default under, any material contract, indenture, mortgage, deed of trust, loan agreement, note, lease or other material agreement or instrument known to such counsel to which the Company is a party or by which the Company or any of its property is bound or subject, or the certificate of incorporation or by-laws of the Company, or any material statute or any judgment, decree, order, rule or regulation of any court or other governmental or regulatory authority known to us applicable to the Company. (8) to the knowledge of such counsel, (A) no legal or governmental proceedings are pending to which the Company is a party or to which the property of the Company is subject except those arising on the ordinary course of business and fully covered by insurance and (B) no contract or other document is required to be described in the Registration Statement or the Prospectus or to be filed as an exhibit to the Registration Statement that is not described therein or filed as required; (9) the Company possesses adequate licenses, orders, authorizations, approvals, certificates or permits issued by the appropriate federal, state or local regulatory agencies or bodies necessary to conduct its business as described in the Registration Statement and the Prospectus, and, to the knowledge of such counsel, there are no pending or threatened proceedings relating to the revocation or modification of any such license, order, authorization, approval, certificate or permit, except as disclosed in the Registration Statement and the Prospectus; (10) The Company is not in violation or breach of, or in default with respect to, any term of its certificate of incorporation or by-laws, and Eagle Geophysical Offshoreto the knowledge of such counsel, Inc. the Company is not in (formerly known i) violation in any material respect of any law, statute, regulation, ordinance, rule, order, judgment or decree of any court or any governmental or regulatory authority applicable to it, or (ii) default in any material respect in the performance or observance of any obligation, agreement, covenant or condition contained in any material contract, indenture, mortgage, deed of trust, loan agreement, note, lease or other material agreement or instrument to which it is a party or by which it or any of its property may be bound or subject, and no event has occurred which with notice, lapse of time or both would constitute such a default; (11) the Shares and Warrants have been approved for inclusion on The Nasdaq SmallCap Market and the Boston Stock Exchange; (12) to the knowledge of such counsel, neither the Company is not in default in any material respect in the performance or observance of any obligation, agreement, covenant or condition contained in any material contract, indenture, mortgage, deed of trust, loan agreement, note, lease or other material agreement or instrument to which it is a party or by which it or any of its property may be bound or subject, and no event has occurred which with notice, lapse of time or both would constitute such a default; (13) the statements in the Prospectus under the caption "Description of Securities" in the Prospectus, insofar as Horizon Seismic,such statements purport to summarize the terms of the capital stock and warrants of the Company, provide a fair summary of such terms; and the statements in the Prospectus, insofar as those statements constitute matters of law or legal conclusions, or summaries of the contracts, agreement instruments, leases or licenses referred to therein, constitute a fair summary of those matters, legal conclusions, contracts, agreement instruments, leases or licenses and include all material terms thereof as applicable; (14) the Registration Statement is effective under the Act; any required filing of the Prospectus pursuant to Rule 424(b) has been made in the manner and within the time period required by Rule 424(b); and no stop order suspending the effectiveness of the Registration Statement or any amendment thereto has been issued, and no proceedings for that purpose have been instituted or threatened or, to the best knowledge of such counsel, are contemplated by the Commission; (15) the registration statement originally filed with respect to the Securities and each amendment thereto and the Prospectus (in each case, other than the financial statements and schedules and other financial and statistical information contained therein, as to which such counsel need express no opinion) comply as to form in all material respects with the applicable requirements of the Act and the rules and regulations of the Commission thereunder; and (16) the Company is not an "investment company" as defined in Section 3(a) of the Investment Company Act and, if the Company conducts its business as set forth in the Prospectus, it will not become an "investment company" and will not be required to register under the Investment Company Act; and