Common use of Proxy and Power of Attorney Clause in Contracts

Proxy and Power of Attorney. Pursuant to that certain Irrevocable Proxy Agreement by and between the undersigned (a “Founder”) and CLCH, LLC (“CLCH”) dated June 24, 2013 (the “Agreement”), Founder, holder and owner of the number of shares of common stock of SAExploration Holdings, Inc. (formerly known as Trio Merger Corp.), a Delaware corporation (the “Corporation”), set forth below (the “Shares”), does hereby irrevocably appoint CLCH and any designee of CLCH as Founder’s proxy and attorneys-in-fact, with full power of substitution and resubstitution, to represent and vote the Shares, whether at a meeting of shareholders or by any consent to any action taken without a meeting, with respect to any matter presented to the shareholders of the Corporation for vote or action without a meeting. This proxy and power of attorney granted by Founder shall be irrevocable during its term, shall be deemed to be coupled with an interest sufficient in law to support an irrevocable proxy and shall revoke any and all prior proxies granted by Founder with respect to the Shares. Founder authorizes CLCH to file this Irrevocable Proxy and any substitution or revocation with the Corporation so that the existence of this Irrevocable Proxy is noted on the books and records of the Corporation. The power of attorney granted by Founder herein is a durable power of attorney and shall survive the dissolution, bankruptcy, death or incapacity of the Founder. During the effectiveness of this Irrevocable Proxy, CLCH has all the power that Founder would possess with respect to the voting of the Shares or granting of consent as holder of the Shares. Founder hereby ratifies and confirms all acts that such Founder’s proxy will do or cause to be done by virtue of and within the limitations set forth in this Irrevocable Proxy. This Irrevocable Proxy is binding on Founder’s heirs, estate, executors, personal representatives, successors, and assigns (including any transferee of any of the Shares) to the fullest extent permitted under applicable law. This Irrevocable Proxy shall terminate upon the earlier of the disposition of the Shares by the Founder or the date on which the Founder receives notice from Xxxx Xxxxxxxx and Xxxxx X. Xxxxxx that they beneficially own more than 51% of the outstanding common stock of the Corporation without the assistance of this Irrevocable Proxy and any similar irrevocable proxies granted by other founders of the Corporation on the date hereof. Founder has executed this Irrevocable Proxy on June 24, 2013. Signature Name Number of Shares Subject to Proxy Schedule to Exhibit 99.5 Form of Irrevocable Proxy Agreement, Irrevocable Proxy and Power of Attorney Separate Irrevocable Proxy Agreements, each with an Irrevocable Proxy and Power of Attorney in the form attached as Exhibit B thereto, substantially identical in all material respects to Exhibit 99.5 have been executed by certain stockholders of the Issuer in favor of CLCH, LLC. Each Irrevocable Proxy Agreement, Irrevocable Proxy and Power of Attorney differs from the form attached as Exhibit 99.5 as set forth below: Irrevocable Proxy Agreement: Name of Holder Common Stock Current Warrants Tendered Warrant Shares Xxxx Xxxxxxxxx 1,092,374 2,314,912 231,491 Xxxxx Xxxx 155,250 22,807 2,280 Arnaud Ajdler 155,250 34,211 3,421 Xxxxxxx X. Xxxxxxx 77,626 22,807 2,280 Xxxxx Xxxxx 18,000 171,053 17,105 Xxxx Xxxxxx 18,000 171,053 17,105 Xxxxx Xxxxx 18,000 171,053 17,105 Xxxx Xxxxxxxxxx 18,000 171,053 17,105 Irrevocable Proxy and Power of Attorney: Name of Founder/Signatory Number of Shares of Common Stock Subject to Proxy Xxxx Xxxxxxxxx 1,092,374 Xxxxx Xxxx 155,250 Arnaud Ajdler 155,250 Xxxxxxx X. Xxxxxxx 77,626 Xxxxx Xxxxx 18,000 Xxxx Xxxxxx 18,000 Xxxxx Xxxxx 18,000 Xxxx Xxxxxxxxxx 18,000

Proxy and Power of Attorney. Pursuant to that certain Irrevocable Proxy Agreement by and between the undersigned (a “Founder”) and CLCH, LLC (“CLCH”) dated June 24________, 2013 2012 (the “Agreement”), Founder, holder and owner of the number of shares of common stock of SAExploration Holdings, Inc. (formerly known as [Trio Merger Corp.)], a Delaware corporation (the “Corporation”), ) set forth below (the “Shares”), does hereby irrevocably appoint CLCH and any designee of CLCH as Founder’s proxy and attorneys-in-fact, with full power of substitution and resubstitution, to represent and vote the Shares, whether at a meeting of shareholders or by any consent to any action taken without a meeting, with respect to any matter presented to the shareholders of the Corporation for vote or action without a meeting. This proxy and power of attorney granted by Founder shall be irrevocable during its term, shall be deemed to be coupled with an interest sufficient in law to support an irrevocable proxy and shall revoke any and all prior proxies granted by Founder with respect to the Shares. Founder authorizes CLCH to file this Irrevocable Proxy and any substitution or revocation with the Corporation so that the existence of this Irrevocable Proxy is noted on the books and records of the Corporation. The power of attorney granted by Founder herein is a durable power of attorney and shall survive the dissolution, bankruptcy, death or incapacity of the Founder. During the effectiveness of this Irrevocable Proxy, CLCH has all the power that Founder would possess with respect to the voting of the Shares or granting of consent as holder of the Shares. Founder hereby ratifies and confirms all acts that such Founder’s proxy will do or cause to be done by virtue of and within the limitations set forth in this Irrevocable Proxy. This Irrevocable Proxy is binding on Founder’s heirs, estate, executors, personal representatives, successors, and assigns (including any transferee of any of the Shares) to the fullest extent permitted under applicable law. This Irrevocable Proxy shall terminate upon the earlier of the disposition of the Shares by the Founder or the date on which the Founder receives notice from Xxxx Jxxx Xxxxxxxx and Xxxxx Bxxxx X. Xxxxxx that they beneficially own more than 51% of the outstanding common stock of the Corporation without the assistance of this Irrevocable Proxy and any similar irrevocable proxies granted by other founders of the Corporation on the date hereof. Founder has executed this Irrevocable Proxy on June 24______________, 2013201__. Signature Name Number of Shares Subject to Proxy Schedule to Exhibit 99.5 Form of Irrevocable Proxy Agreement, Irrevocable Proxy and Power of Attorney Separate Irrevocable Proxy Agreements, each with an Irrevocable Proxy and Power of Attorney in the form attached as Exhibit B thereto, substantially identical in all material respects to Exhibit 99.5 have been executed by certain stockholders of the Issuer in favor of CLCH, LLC. Each Irrevocable Proxy Agreement, Irrevocable Proxy and Power of Attorney differs from the form attached as Exhibit 99.5 as set forth below: Irrevocable Proxy Agreement: Name of Holder Common Stock Current Warrants Tendered Warrant Shares Xxxx Xxxxxxxxx 1,092,374 2,314,912 231,491 Xxxxx Xxxx 155,250 22,807 2,280 Arnaud Ajdler 155,250 34,211 3,421 Xxxxxxx X. Xxxxxxx 77,626 22,807 2,280 Xxxxx Xxxxx 18,000 171,053 17,105 Xxxx Xxxxxx 18,000 171,053 17,105 Xxxxx Xxxxx 18,000 171,053 17,105 Xxxx Xxxxxxxxxx 18,000 171,053 17,105 Irrevocable Proxy and Power of Attorney: Name of [Founder/Signatory ] Number of Shares of Common Stock Subject to Proxy Xxxx Xxxxxxxxx 1,092,374 Xxxxx Xxxx 155,250 Arnaud Ajdler 155,250 Xxxxxxx X. Xxxxxxx 77,626 Xxxxx Xxxxx 18,000 Xxxx Xxxxxx 18,000 Xxxxx Xxxxx 18,000 Xxxx Xxxxxxxxxx 18,000Held: ____________

Proxy and Power of Attorney. Pursuant The Stockholder, with respect to that certain Irrevocable Proxy Agreement by and between the undersigned (Subject Shares, irrevocably grants a “Founder”) and CLCH, LLC (“CLCH”) dated June 24, 2013 (proxy appointing the “Agreement”), Founder, holder and owner of the number of shares of common stock of SAExploration Holdings, Inc. (formerly known as Trio Merger Corp.), a Delaware corporation (the “Corporation”), set forth below (the “Shares”), does hereby irrevocably appoint CLCH Company and any designee of CLCH as Founder’s proxy the Company, and attorneys-in-fact, each of them individually and with full power of substitution substitution, as the Stockholder’s true and resubstitutionlawful attorney-in-fact and proxy, for and in the Stockholder’s name, place and stead, to represent be counted as represented by proxy and vote vote, at any time during the SharesApplicable Period, whether each Subject Share as the Stockholder’s proxy, at every Meeting (including at any adjournment or postponement thereof) and to execute and deliver on behalf of the Stockholder any written expression of consent or dissent relating to the Subject Shares and the Company Convertible Notes or the rights of a meeting holder thereof in connection with the matters set forth in Section 1.01 hereof in order to cause the Stockholder to perform the covenants set forth in this Agreement. The proxy described in this Section 1.02, if it becomes effective, is limited solely to the voting of shareholders Subject Shares or by any consent to any action taken without a meeting, taking actions with respect to any matter presented the Company Convertible Notes (or, in each case, expressing consent or dissent in writing with respect to such Subject Shares or Company Convertible Notes) solely in order to cause the shareholders Stockholder to perform the covenants set forth in this Agreement. The Stockholder hereby affirms that the irrevocable proxy set forth in this Section 1.02, if it becomes effective, is given in connection with the execution of the Corporation for vote or action without a meetingMerger Agreement and such irrevocable proxy is given to secure the performance of the obligations of the Stockholder under this Agreement. This The proxy and power of attorney granted by Founder shall be irrevocable during its termdescribed in this Section 1.02, shall be deemed to be if it becomes effective, is coupled with an interest sufficient in law to support an irrevocable proxy and shall revoke any and interest, including for the purposes of Section 212 of the DGCL, revokes all prior proxies granted by Founder the Stockholder with respect to the Shares. Founder authorizes CLCH to file Subject Shares and the Company Convertible Notes and is irrevocable, provided that this Irrevocable Proxy and any substitution or revocation with proxy shall automatically terminate at the Corporation so that the existence of this Irrevocable Proxy is noted on the books and records of the CorporationExpiration Date. The power of attorney granted by Founder herein the Stockholder, if it becomes effective, is a durable power of attorney and shall survive the bankruptcy, dissolution, bankruptcy, death or incapacity of the Founder. During Stockholder and shall be binding upon the effectiveness of this Irrevocable Proxy, CLCH has all the power that Founder would possess with respect to the voting of the Shares or granting of consent as holder of the Shares. Founder hereby ratifies and confirms all acts that such Founder’s proxy will do or cause to be done by virtue of and within the limitations set forth in this Irrevocable Proxy. This Irrevocable Proxy is binding on Founder’s heirs, estate, executors, personal representatives, successors, and assigns of the Stockholder and any other holder of record of the Stockholder’s Subject Shares as to which this proxy has been granted (including any transferee of any such Subject Shares). For Subject Shares or Company Convertible Notes as to which the Stockholder is the beneficial owner but not the holder of record, the Shares) Stockholder shall cause any holder of record of such Subject Shares or Company Convertible Notes to grant to the fullest extent permitted under applicable law. This Irrevocable Proxy shall terminate upon Company a proxy to the earlier of the disposition of the Shares by the Founder or the date on which the Founder receives notice from Xxxx Xxxxxxxx and Xxxxx X. Xxxxxx same effect as that they beneficially own more than 51% of the outstanding common stock of the Corporation without the assistance of described in this Irrevocable Proxy and any similar irrevocable proxies granted by other founders of the Corporation on the date hereof. Founder has executed this Irrevocable Proxy on June 24, 2013. Signature Name Number of Shares Subject to Proxy Schedule to Exhibit 99.5 Form of Irrevocable Proxy Agreement, Irrevocable Proxy and Power of Attorney Separate Irrevocable Proxy Agreements, each with an Irrevocable Proxy and Power of Attorney in the form attached as Exhibit B thereto, substantially identical in all material respects to Exhibit 99.5 have been executed by certain stockholders of the Issuer in favor of CLCH, LLC. Each Irrevocable Proxy Agreement, Irrevocable Proxy and Power of Attorney differs from the form attached as Exhibit 99.5 as set forth below: Irrevocable Proxy Agreement: Name of Holder Common Stock Current Warrants Tendered Warrant Shares Xxxx Xxxxxxxxx 1,092,374 2,314,912 231,491 Xxxxx Xxxx 155,250 22,807 2,280 Arnaud Ajdler 155,250 34,211 3,421 Xxxxxxx X. Xxxxxxx 77,626 22,807 2,280 Xxxxx Xxxxx 18,000 171,053 17,105 Xxxx Xxxxxx 18,000 171,053 17,105 Xxxxx Xxxxx 18,000 171,053 17,105 Xxxx Xxxxxxxxxx 18,000 171,053 17,105 Irrevocable Proxy and Power of Attorney: Name of Founder/Signatory Number of Shares of Common Stock Subject to Proxy Xxxx Xxxxxxxxx 1,092,374 Xxxxx Xxxx 155,250 Arnaud Ajdler 155,250 Xxxxxxx X. Xxxxxxx 77,626 Xxxxx Xxxxx 18,000 Xxxx Xxxxxx 18,000 Xxxxx Xxxxx 18,000 Xxxx Xxxxxxxxxx 18,000Section 1.02.

Proxy and Power of Attorney. Pursuant to that certain Irrevocable Proxy Agreement by and between The undersigned hereby appoints the undersigned (a “Founder”) and CLCH, LLC (“CLCH”) dated June 24, 2013 (the “Agreement”), Founder, holder and owner of the number of shares of common stock of SAExploration Holdings, Inc. (formerly known as Trio Merger Corp.), a Delaware corporation (the “Corporation”), set forth below (the “Shares”), does hereby irrevocably appoint CLCH Purchaser and any designee of CLCH the Purchaser, as Founderthe undersigned’s agent, proxy and attorneysattorney-in-fact, with full power of substitution and resubstitution, to represent and vote the Shares, whether at a meeting of shareholders or act by any written consent to any action taken without a meeting, with respect to any matter presented and all of the undersigned’s Shares in accordance with the preceding paragraph. The undersigned agrees to take such further action or execute such other instruments as may be requested and necessary to effectuate the intent of this proxy. The undersigned affirms that the irrevocable proxy set forth in this Letter Agreement is given in connection with, and in consideration of, the execution of the Agreement, and that such irrevocable proxy is given to the shareholders Purchaser by the undersigned to secure the performance of the Corporation for vote or action without a meetingundersigned’s duties under the Agreement. This The proxy and power of attorney granted pursuant to this Letter Agreement to the Purchaser by Founder the undersigned shall (a) be irrevocable during its termirrevocable, shall (b) be deemed to be coupled with an interest sufficient in law to support an irrevocable proxy proxy, and shall (c) revoke any and all prior proxies and powers of attorney granted by Founder the undersigned with respect to the Shares. Founder authorizes CLCH undersigned’s Shares and the undersigned shall not give any subsequent proxy or power of attorney with respect to file this Irrevocable Proxy and any substitution the undersigned’s Shares with respect to the matters addressed hereby or revocation with that would otherwise result in the Corporation so that undersigned being unable to perform the existence of this Irrevocable Proxy is noted on the books and records of the Corporationundersigned’s obligations hereunder. The power of attorney granted by Founder the undersigned herein is a durable power of attorney and shall survive the undersigned’s dissolution, bankruptcy, death or incapacity and shall be binding upon the undersigned’s heirs, personal representatives, successors or assigns. It is agreed that the Purchaser and any designee of the FounderPurchaser shall use the irrevocable proxy granted hereby only in accordance with applicable Law. During For the effectiveness avoidance of this Irrevocable Proxydoubt, CLCH has all the power that Founder would possess vote of the Purchaser or any designee of the Purchaser shall control with respect to the voting matters addressed hereby in any conflict between the vote by the Purchaser or any designee of the Purchaser of the Shares and any other vote by the undersigned or granting of consent as holder any other Person of the Shares. Founder hereby ratifies and confirms all acts that such Founder’s proxy will do or cause to be done by virtue of and within the limitations set forth in this Irrevocable Proxy. This Irrevocable Proxy is binding on Founder’s heirs, estate, executors, personal representatives, successors, and assigns (including any transferee of any of the Shares) to the fullest extent permitted under applicable law. This Irrevocable Proxy shall terminate upon the earlier of the disposition of the Shares by the Founder or the date on which the Founder receives notice from Xxxx Xxxxxxxx and Xxxxx X. Xxxxxx that they beneficially own more than 51% of the outstanding common stock of the Corporation without the assistance of this Irrevocable Proxy and any similar irrevocable proxies granted by other founders of the Corporation on the date hereof. Founder has executed this Irrevocable Proxy on June 24, 2013. Signature Name Number of Shares Subject to Proxy Schedule to Exhibit 99.5 Form of Irrevocable Proxy Agreement, Irrevocable Proxy and Power of Attorney Separate Irrevocable Proxy Agreements, each with an Irrevocable Proxy and Power of Attorney in the form attached as Exhibit B thereto, substantially identical in all material respects to Exhibit 99.5 have been executed by certain stockholders of the Issuer in favor of CLCH, LLC. Each Irrevocable Proxy Agreement, Irrevocable Proxy and Power of Attorney differs from the form attached as Exhibit 99.5 as set forth below: Irrevocable Proxy Agreement: Name of Holder Common Stock Current Warrants Tendered Warrant Shares Xxxx Xxxxxxxxx 1,092,374 2,314,912 231,491 Xxxxx Xxxx 155,250 22,807 2,280 Arnaud Ajdler 155,250 34,211 3,421 Xxxxxxx X. Xxxxxxx 77,626 22,807 2,280 Xxxxx Xxxxx 18,000 171,053 17,105 Xxxx Xxxxxx 18,000 171,053 17,105 Xxxxx Xxxxx 18,000 171,053 17,105 Xxxx Xxxxxxxxxx 18,000 171,053 17,105 Irrevocable Proxy and Power of Attorney: Name of Founder/Signatory Number of Shares of Common Stock Subject to Proxy Xxxx Xxxxxxxxx 1,092,374 Xxxxx Xxxx 155,250 Arnaud Ajdler 155,250 Xxxxxxx X. Xxxxxxx 77,626 Xxxxx Xxxxx 18,000 Xxxx Xxxxxx 18,000 Xxxxx Xxxxx 18,000 Xxxx Xxxxxxxxxx 18,000.