Common use of DIP Conversion; Issuance and Delivery of Investor Shares Clause in Contracts

DIP Conversion; Issuance and Delivery of Investor Shares. (a) At 10:00 a.m., New York City time, on the Effective Date, the Company shall issue (and deliver as promptly as reasonably practicable thereafter), the Investor Shares to each Investor (or to such other Persons as any Investor may designate in accordance with this Agreement) subject to compliance by such Investor with its obligations under Section 3.4(b), contemporaneously with the release of the funds held in the escrow account maintained by the Subscription Agent (in accordance with the Rights Offering Procedures) and payment thereof to the DIP Agent on behalf of the Investors (in accordance with the Plan and the Contract to be entered between the Company and the Subscription Agent related to the establishment of an escrow account for the Rights Offering). (b) On or prior to the Effective Date, the Company and each Investor shall, and each Investor shall cause any of its Related Purchasers designated by such Investor to receive Investor Shares, to deliver an executed counterpart to the Stockholders Agreement. (c) Unless an Investor requests in writing delivery of a physical stock certificate, the entry of any Investor Shares to be delivered pursuant to this Agreement into the book entry account of an Investor (or to such other accounts as any Investor may designate in accordance with this Agreement) established with Computershare in its capacity as transfer agent to the Company (the “Transfer Agent”) pursuant to the Company’s book entry procedures and delivery to such Investor (or designated Person) of an account statement reflecting the book entry of such Investor Shares shall be deemed delivery of such Investor Shares for purposes of this Agreement. (d) All Investor Shares will be delivered with all issue, stamp, transfer, sales and use, or similar Taxes or duties that are due and payable (if any) in connection with such delivery duly paid by the Company. (e) The documents to be delivered on the Effective Date by or on behalf of the Parties and the Investor Shares will be delivered at the offices of Xxxxx Xxxxx L.L.P., 00 Xxxxxxxxxxx Xxxxx, Xxx Xxxx, Xxx Xxxx, 00000-0000 on the Effective Date. (f) Each certificate or book entry position evidencing shares of New Common Stock issued pursuant to this Agreement or the Plan, including the Rights Offering Shares but excluding shares of New Common Stock eligible for issuance pursuant to the exemption from the registration requirements under Section 5 of the Securities Act provided by section 1145 of the Bankruptcy Code including, to the extent applicable, the Term B Loans Conversion Shares and shares of New Common Stock issued under the Plan in respect of Financial Claims), shall, (i) in the case of book entry position, reflect, and (ii) in the case of certificates, be stamped or otherwise imprinted with a legend (the “Securities Act Legend”) in substantially the following form, with only such amendments, modifications, supplements or changes as are in form and substance satisfactory to the Company and the Requisite Investors: “THE SECURITIES REPRESENTED BY THIS CERTIFICATE WERE ORIGINALLY ISSUED ON [DATE OF ISSUANCE], HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR ANY OTHER APPLICABLE STATE SECURITIES LAWS, AND MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT OR AN AVAILABLE EXEMPTION FROM REGISTRATION THEREUNDER.” (g) Each certificate or book entry position evidencing shares of New Common Stock issued pursuant to this Agreement or the Plan, including the Rights Offering Shares and any Investor Shares and shares of New Common Stock issued in respect of Financial Claims or upon the exercise of New Warrants), shall, (i) in the case of book entry position, reflect, and

DIP Conversion; Issuance and Delivery of Investor Shares. (a) At 10:00 a.m., New York City time, on the Effective Date, the Company shall issue (and deliver as promptly as reasonably practicable thereafter), the Investor Shares to each Investor (or to such other Persons as any Investor may designate in accordance with this Agreement) subject to compliance by such Investor with its obligations under Section 3.4(b), contemporaneously with the release of the funds held in the escrow account maintained by the Subscription Agent (in accordance with the Rights Offering Procedures) and payment thereof to the DIP Agent on behalf of the Investors (in accordance with the Plan and the Contract to be entered between the Company and the Subscription Agent related to the establishment of an escrow account for the Rights Offering). (b) On or prior to the Effective Date, the Company and each Investor shall, and each Investor shall cause any of its Related Purchasers designated by such Investor to receive Investor Shares, to deliver an executed counterpart to the Stockholders Agreement. (c) Unless an Investor requests in writing delivery of a physical stock certificate, the entry of any Investor Shares to be delivered pursuant to this Agreement into the book entry account of an Investor (or to such other accounts as any Investor may designate in accordance with this Agreement) established with Computershare in its capacity as transfer agent to the Company (the “Transfer Agent”) pursuant to the Company’s book entry procedures and delivery to such Investor (or designated Person) of an account statement reflecting the book entry of such Investor Shares shall be deemed delivery of such Investor Shares for purposes of this Agreement. (d) All Investor Shares will be delivered with all issue, stamp, transfer, sales and use, or similar Taxes or duties that are due and payable (if any) in connection with such delivery duly paid by the Company. (e) The documents to be delivered on the Effective Date by or on behalf of the Parties and the Investor Shares will be delivered at the offices of Xxxxx Xxxxx L.L.P., 00 Xxxxxxxxxxx Xxxxx, Xxx Xxxx, Xxx Xxxx, 00000-0000 on the Effective Date. (f) Each certificate or book entry position evidencing shares of New Common Stock issued pursuant to this Agreement or the Plan, including the Rights Offering Shares but excluding shares of New Common Stock eligible for issuance pursuant to the exemption from the registration requirements under Section 5 of the Securities Act provided by section 1145 of the Bankruptcy Code including, to the extent applicable, the Term B Loans Conversion Shares and shares of New Common Stock issued under the Plan in respect of Financial Claims), shall, , (i) in the case of book entry position, reflect, and (ii) in the case of certificates, be stamped or otherwise imprinted with a legend (the “Securities Act Legend”) in substantially the following form, with only such amendments, modifications, supplements or changes as are in form and substance satisfactory to the Company and the Requisite Investors: “THE SECURITIES REPRESENTED BY THIS CERTIFICATE WERE ORIGINALLY ISSUED ON [DATE OF ISSUANCE], HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR ANY OTHER APPLICABLE STATE SECURITIES LAWS, AND MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT OR AN AVAILABLE EXEMPTION FROM REGISTRATION THEREUNDER.” (g) Each certificate or book entry position evidencing shares of New Common Stock issued pursuant to this Agreement or the Plan, including the Rights Offering Shares and any Investor Shares and shares of New Common Stock issued in respect of Financial Claims or upon the exercise of New Warrants), shall, (i) in the case of book entry position, reflect, andand (ii) in the case of certificates, be stamped or otherwise imprinted with a legend (the “Stockholder Agreement Legend”) in substantially the following form, with only such amendments, modifications, supplements or changes as are in form and substance satisfactory to the Company and the Requisite Investors: “THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE PROVISIONS OF A STOCKHOLDERS AGREEMENT, DATED AS OF [●], AND THE CERTIFICATE OF INCORPORATION AND BY-LAWS OF GLOBAL GEOPHYSICAL SERVICES, INC. (THE “COMPANY”), EACH AS MAY BE AMENDED FROM TIME TO TIME, INCLUDING CERTAIN RESTRICTIONS ON TRANSFER AND EXERCISE SET FORTH THEREIN. COPIES OF THE STOCKHOLDER AGREEMENT, THE CERTIFICATE OF INCORPORATION AND BY-LAWS ARE ON FILE AT THE PRINCIPAL EXECUTIVE OFFICES OF THE COMPANY.”

DIP Conversion; Issuance and Delivery of Investor Shares. (a) At 10:00 a.m., New York City time, on the Effective Date, the Company shall issue (and deliver as promptly as reasonably practicable thereafter), the Investor Shares to each Investor (or to such other Persons as any Investor may designate in accordance with this Agreement) subject to compliance by such Investor with its obligations under Section 3.4(b), contemporaneously with the release of the funds held in the escrow account maintained by the Subscription Agent (in accordance with the Rights Offering Procedures) and payment thereof to the DIP Agent on behalf of the Investors (in accordance with the Plan and the Contract to be entered between the Company and the Subscription Agent related to the establishment of an escrow account for the Rights Offering). (b) On or prior to the Effective Date, the Company and each Investor shall, and each Investor shall cause any of its Related Purchasers designated by such Investor to receive Investor Shares, to deliver an executed counterpart to the Stockholders Agreement. (c) Unless an Investor requests in writing delivery of a physical stock certificate, the entry of any Investor Shares to be delivered pursuant to this Agreement into the book entry account of an Investor (or to such other accounts as any Investor may designate in accordance with this Agreement) established with Computershare in its capacity as transfer agent to the Company (the “Transfer Agent”) pursuant to the Company’s book entry procedures and delivery to such Investor (or designated Person) of an account statement reflecting the book entry of such Investor Shares shall be deemed delivery of such Investor Shares for purposes of this Agreement. (d) All Investor Shares will be delivered with all issue, stamp, transfer, sales and use, or similar Taxes or duties that are due and payable (if any) in connection with such delivery duly paid by the Company. (e) The documents to be delivered on the Effective Date by or on behalf of the Parties and the Investor Shares will be delivered at the offices of Xxxxx Xxxxx L.L.P., 00 Xxxxxxxxxxx Xxxxx, Xxx Xxxx, Xxx Xxxx, 00000-0000 on the Effective Date. (f) Each certificate or book entry position evidencing shares of New Common Stock issued pursuant to this Agreement or the Plan, including the Rights Offering Shares but excluding shares of New Common Stock eligible for issuance pursuant to the exemption from the registration requirements under Section 5 of the Securities Act provided by section 1145 of the Bankruptcy Code including, to the extent applicable, the Term B Loans Conversion Shares and shares of New Common Stock issued under the Plan in respect of Financial Claims), shall, , (i) in the case of book entry position, reflect, and (ii) in the case of certificates, be stamped or otherwise imprinted with a legend (the “Securities Act Legend”) in substantially the following form, with only such amendments, modifications, supplements or changes as are in form and substance satisfactory to the Company and the Requisite InvestorsInvestors in consultation with the Committee: “THE SECURITIES REPRESENTED BY THIS CERTIFICATE WERE ORIGINALLY ISSUED ON [DATE OF ISSUANCE], HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR ANY OTHER APPLICABLE STATE SECURITIES LAWS, AND MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT OR AN AVAILABLE EXEMPTION FROM REGISTRATION THEREUNDER.” (g) Each certificate or book entry position evidencing shares of New Common Stock issued pursuant to this Agreement or the Plan, including the Rights Offering Shares and any Investor Shares and shares of New Common Stock issued in respect of Financial Claims or upon the exercise of New Warrants), shall, (i) in the case of book entry position, reflect, andand (ii) in the case of certificates, be stamped or otherwise imprinted with a legend (the “Stockholder Agreement Legend”) in substantially the following form, with only such amendments, modifications, supplements or changes as are in form and substance satisfactory to the Company and the Requisite Investors in consultation with the Committee: “THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE PROVISIONS OF A STOCKHOLDERS AGREEMENT, DATED AS OF [●], AND THE CERTIFICATE OF INCORPORATION AND BY-LAWS OF GLOBAL GEOPHYSICAL SERVICES, INC. (THE “COMPANY”), EACH AS MAY BE AMENDED FROM TIME TO TIME, INCLUDING CERTAIN RESTRICTIONS ON TRANSFER AND EXERCISE SET FORTH THEREIN. COPIES OF THE STOCKHOLDER AGREEMENT, THE CERTIFICATE OF INCORPORATION AND BY-LAWS ARE ON FILE AT THE PRINCIPAL EXECUTIVE OFFICES OF THE COMPANY”

DIP Conversion; Issuance and Delivery of Investor Shares. (a) (x) At 10:00 a.m., New York City time, on the Effective Date, GGS Holdings shall issue and contribute to the Company in accordance with Section 7.22(c) and (y) the Company shall issue (and deliver as promptly as reasonably practicable thereafter), the Investor Shares thereafter to each Investor (or to such other Persons as any Investor may designate in accordance with this Agreement) ), the Investor Shares subject to compliance by such Investor with its obligations under Section 3.4(b‎Section 3.4(c). (b) Immediately prior to the issuance of Investor Shares by GGS Holdings, contemporaneously with the Subscription Agent shall release of the funds held in the escrow account maintained by the Subscription Agent (in accordance with the Rights Offering Procedures) and payment thereof pay such funds to GGS Holdings (in accordance with the Plan and the Contract between the Company and the Subscription Agent related to Subscription Agent’s services in connection with the Plan), and immediately thereafter GGS Holdings shall contribute such funds and the Investor Shares to the Company as part of the Holdings Contribution in accordance with Section 7.22(c) and thereafter, the Company shall deliver such funds to the DIP Agent on behalf of the Investors (in accordance with the Plan this Agreement and the Contract to be entered between the Company and the Subscription Agent related to the establishment of an escrow account for the Rights Offering)Plan. (bc) On or prior to the Effective Date, the Company Company, GGS Holdings and each Investor shall, and each Investor shall cause any of its Related Purchasers designated by such Investor to receive Investor Shares, to deliver an executed counterpart to the Stockholders Amended and Restated Limited Liability Company Agreement. (cd) Unless an Investor requests in writing delivery of a physical stock unit certificate, the entry of any Investor Shares to be delivered pursuant to this Agreement into the book entry account of an Investor (or to such other accounts as any Investor may designate in accordance with this Agreement) established with Computershare in its capacity as transfer agent to the Company GGS Holdings (the “Transfer Agent”) pursuant to the Company’s GGS Holdings’ book entry procedures and delivery to such Investor (or designated Person) of an account statement reflecting the book entry of such Investor Shares shall be deemed delivery of such Investor Shares for purposes of this Agreement. (de) All Investor Shares will be delivered with all issue, stamp, transfer, sales and use, or similar Taxes or duties that are due and payable (if any) in connection with such delivery duly paid by the Company. (ef) The documents to be delivered on the Effective Date by or on behalf of the Parties and the Investor Shares will be delivered at the offices of Xxxxx Xxxxx L.L.P., 00 Xxxxxxxxxxx Xxxxx, Xxx Xxxx, Xxx Xxxx, 00000-0000 on the Effective Date. (fg) Each certificate or book entry position evidencing shares of New Common Stock Units issued pursuant to this Agreement or the Plan, including the Rights Offering Shares but excluding shares of the New Common Stock Units eligible for issuance pursuant to the exemption from the registration requirements under Section 5 of the Securities Act provided by section 1145 of the Bankruptcy Code including, to the extent applicable, the Term B Loans Conversion Shares and shares of the New Common Stock Units issued under the Plan in respect of Financial Claims), shall, , (i) in the case of book entry position, reflect, and (ii) in the case of certificates, be stamped or otherwise imprinted with a legend (the “Securities Act Legend”) in substantially the following form, with only such amendments, modifications, supplements or changes as are in form and substance satisfactory to the Company and the Requisite Investors: “THE SECURITIES UNITS REPRESENTED BY THIS CERTIFICATE HEREBY WERE ORIGINALLY ISSUED ON [DATE OF ISSUANCE], HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR ANY OTHER APPLICABLE SECURITIES LAWS OF ANY STATE SECURITIES LAWSOR FOREIGN JURISDICTION, AND MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT OR AN AVAILABLE EXEMPTION FROM REGISTRATION THEREUNDERTHEREUNDER AND EXCEPT IN COMPLIANCE WITH APPLICABLE STATE OR FOREIGN SECURITIES LAWS.” (gh) Each certificate or book entry position evidencing shares of New Common Stock Units issued pursuant to this Agreement or the Plan, including the Rights Offering Shares and any Investor Shares and shares of New Common Stock Units issued in respect of Financial Claims or upon the exercise of New Warrants), shall, (i) in the case of book entry position, reflect, andand (ii) in the case of certificates, be stamped or otherwise imprinted with a legend (the “LLC Agreement Legend”) in substantially the following form, with only such amendments, modifications, supplements or changes as are in form and substance satisfactory to the Company and the Requisite Investors: “THE UNITS REPRESENTED HEREBY ARE SUBJECT TO THE PROVISIONS OF THE AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT, DATED AS OF [●] (THE “AGREEMENT”), AND AN AMENDED AND RESTATED CERTIFICATE OF FORMATION (THE “CERTIFICATE”) OF GLOBAL GEOPHYSICAL SERVICES, LLC (THE “COMPANY”), EACH AS MAY BE AMENDED FROM TIME TO TIME. THE AGREEMENT CONTAINS PROVISIONS LIMITING THE RIGHTS OF CERTAIN HOLDERS, INCLUDING, WITHOUT LIMITATION, RESTRICTIONS ON SALES, TRANSFERS AND OTHER DISPOSITIONS OF UNITS (INCLUDING A PROHIBITION ON TRANSFERS THAT WOULD RESULT IN THE NUMBER OF RECORD HOLDERS OF ANY CLASS OF UNITS OF THE COMPANY TO EXCEED 275 HOLDERS OVERALL). COPIES OF THE CERTIFICATE AND THE AGREEMENT ARE ON FILE AT THE PRINCIPAL EXECUTIVE OFFICES OF THE COMPANY. HOLDERS OF THE UNITS SHOULD BE AWARE THAT THEY WILL BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THEIR INVESTMENT FOR AN INDEFINITE PERIOD OF TIME.”