5,000,000 Units TRIO MERGER CORP. UNDERWRITING AGREEMENTUnderwriting Agreement • April 28th, 2011 • Trio Merger Corp. • Blank checks • New York
Trio Merger Corp., a Delaware corporation (the “Company”), hereby confirms its agreement with EarlyBirdCapital, Inc. (the “Representative”) and with the other underwriters named on Schedule A hereto, for which the Representative is acting as representative (the Representative, with such other underwriters being collectively referred to herein as the “Underwriters” or, individually, an “Underwriter”) as follows:
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • April 28th, 2011 • Trio Merger Corp. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of the ____ day of _______, 2011, by and among Trio Merger Corp., a Delaware corporation (the “Company”) and the undersigned parties listed under Investor on the signature page hereto (each, an “Investor” and collectively, the “Investors”).
THE REGISTERED HOLDER OF THIS PURCHASE OPTION BY ITS ACCEPTANCE HEREOF, AGREES THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS PURCHASE OPTION EXCEPT AS HEREIN PROVIDED AND THE REGISTERED HOLDER OF THIS PURCHASE OPTION AGREES THAT IT WILL NOT SELL,...Trio Merger Corp. • April 28th, 2011 • Blank checks • New York
THIS PURCHASE OPTION IS NOT EXERCISABLE PRIOR TO THE LATER OF THE CONSUMMATION BY TRIO MERGER CORP. (“COMPANY”) OF A MERGER, CAPITAL SHARE EXCHANGE, ASSET ACQUISITION, PLAN OF ARRANGEMENT, RECAPITALIZATION, REORGANIZATION OR OTHER SIMILAR BUSINESS COMBINATION (“BUSINESS COMBINATION”)(AS DESCRIBED MORE FULLY IN THE COMPANY’S REGISTRATION STATEMENT (DEFINED HEREIN)) AND ________________, 2012. VOID AFTER 5:00 P.M. NEW YORK CITY LOCAL TIME, ON ______________, 2016.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • July 9th, 2014 • SAExploration Holdings, Inc. • Oil & gas field exploration services • New York
SAExploration Holdings, Inc., a Delaware corporation (the “Company”), is issuing and selling to Jefferies LLC (the “Initial Purchaser”) upon the terms set forth in the Purchase Agreement dated June 25, 2014, by and among the Company, the Initial Purchaser and the subsidiary guarantors named therein (the “Purchase Agreement”), $150,000,000 aggregate principal amount of 10% Senior Secured Notes due 2019 issued by the Company (each, a “Note” and collectively, the “Notes”). As an inducement to the Initial Purchaser to enter into the Purchase Agreement, the Company and the subsidiary guarantors listed in the signature pages hereto agree with the Initial Purchaser, for the benefit of the Holders (as defined below) of the Notes (including, without limitation, the Initial Purchaser), as follows:
SAEXPLORATION HOLDINGS, INC. AND EACH OF THE GUARANTORS PARTY HERETO 10.000% SENIOR SECURED SECOND LIEN NOTES DUE 2019 INDENTURE Dated as of July 27, 2016 WILMINGTON SAVINGS FUND SOCIETY, FSB as Trustee and Noteholder Collateral AgentIndenture • August 1st, 2016 • SAExploration Holdings, Inc. • Oil & gas field exploration services • New York
INDENTURE, dated as of July 27, 2016 among SAExploration Holdings, Inc., a Delaware corporation (the “Company” or the “Issuer”), the Guarantors (as defined herein) and Wilmington Savings Fund Society, FSB, and any and all successors thereto, as trustee (in such capacity, the “Trustee”) and as Noteholder Collateral Agent (in such capacity, the “Noteholder Collateral Agent”).
DIRECTOR AND OFFICER INDEMNIFICATION AGREEMENTDirector and Officer Indemnification Agreement • August 1st, 2016 • SAExploration Holdings, Inc. • Oil & gas field exploration services • Delaware
This Director and Officer Indemnification Agreement, dated as of July 27, 2016 (this “Agreement”), is made by and between SAExploration Holdings, Inc., a Delaware corporation (the “Company”), and (“Indemnitee”).
SAEXPLORATION HOLDINGS, INC. AND EACH OF THE GUARANTORS PARTY HERETO 10.000% SENIOR SECURED NOTES DUE 2019 INDENTURE Dated as of July 2, 2014 U.S. BANK NATIONAL ASSOCIATION as Trustee and Noteholder Collateral AgentIndenture • July 9th, 2014 • SAExploration Holdings, Inc. • Oil & gas field exploration services • New York
INDENTURE, dated as of July 2, 2014 among SAExploration Holdings, Inc., a Delaware corporation, the Guarantors (as defined herein) and U.S. Bank National Association, and any and all successors thereto, as trustee (in such capacity, the “Trustee”) and as Noteholder Collateral Agent (in such capacity, the “Noteholder Collateral Agent”).
INDEMNIFICATION AGREEMENTIndemnification Agreement • June 28th, 2013 • SAExploration Holdings, Inc. • Blank checks • Delaware
THIS INDEMNIFICATION AGREEMENT (the “Agreement”) is effective as of June 24, 2013, by and between SAExploration Holdings, Inc., a Delaware corporation (the “Company”), and [NAME] (the “Indemnitee”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • May 23rd, 2011 • Trio Merger Corp. • Blank checks • New York
This Agreement is made as of ___________, 2011 by and between Trio Merger Corp. (the “Company”) and Continental Stock Transfer & Trust Company (“Trustee”).
WARRANT AGREEMENT dated as of January 29, 2018 between SAExploration Holdings, Inc. and Continental Stock Transfer & Trust Company, as Warrant AgentWarrant Agreement • February 1st, 2018 • SAExploration Holdings, Inc. • Oil & gas field exploration services • New York
Warrant Agreement (as it may be amended from time to time, this “Warrant Agreement”), dated as of January 29, 2018, between SAExploration Holdings, Inc., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Warrant Agent”).
AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • August 9th, 2016 • SAExploration Holdings, Inc. • Oil & gas field exploration services • Texas
THIS AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENT (the “Agreement”), effective as of the Effective Date (as defined below), is entered into by and between SAExploration Holdings, Inc., a Delaware corporation (the “Employer” or the “Company”), and Brent Whiteley, an individual residing in Houston, Texas (the “Executive”) and amends, restates and replaces in its entirety the Executive Employment Agreement dated as of June 24, 2013, other than the provisions of the Non-Disclosure Agreement (as such term is defined herein) (the “Original Employment Agreement”). The Employer and the Executive may be referred to singularly as “Party” or collectively as “Parties.” Unless otherwise specified, capitalized terms have the meanings set forth herein.
FIRST AMENDMENT TO AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • March 16th, 2018 • SAExploration Holdings, Inc. • Oil & gas field exploration services
EARLYBIRDCAPITAL, INC. New York, New York 10016Trio Merger Corp. • April 28th, 2011 • Blank checks • New York
This is to confirm our agreement whereby Trio Merger Corp. (“Company”) has requested EarlyBirdCapital, Inc. (“EBC”) to assist it in connection with the Company’s consummation of an acquisition, through a merger, capital stock exchange, asset acquisition, stock purchase, reorganization, exchangeable share transaction or other similar business transaction (in each case, a “Business Combination”) with one or more companies or businesses (“Target”):
Re: Initial Public OfferingUnderwriting Agreement • April 28th, 2011 • Trio Merger Corp. • Blank checks
This letter is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and between Trio Merger Corp., a Delaware corporation (the “Company”), and EarlyBirdCapital, Inc., as Representative (the “Representative”) of the several Underwriters named in Schedule I thereto (the “Underwriters”), relating to an underwritten initial public offering (the “IPO”) of the Company’s units (the “Units”), each comprised of one share of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), and one warrant, each warrant exercisable for one share of Common Stock (each, a “Warrant”). Certain capitalized terms used herein are defined in paragraph [15] hereof.
WARRANT AGREEMENT dated as of December 11, 2019 between SAExploration Holdings, Inc. and Continental Stock Transfer & Trust Company, as Warrant AgentWarrant Agreement • December 12th, 2019 • SAExploration Holdings, Inc. • Oil & gas field exploration services • New York
Warrant Agreement (as it may be amended from time to time, this “Warrant Agreement”), dated as of December 11, 2019, between SAExploration Holdings, Inc., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Warrant Agent”).
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • June 28th, 2013 • SAExploration Holdings, Inc. • Blank checks • Texas
THIS EXECUTIVE EMPLOYMENT AGREEMENT (the “Agreement”), effective as of June 24, 2013 (the “Effective Date”), is entered into by and between SAExploration Holdings, Inc. (formerly known as Trio Merger Corp.), a Delaware corporation (the “Employer” or the “Company”), and Brian Beatty, an individual residing in the Province of British Columbia (the “Executive”). The Employer and the Executive may be referred to singularly as “Party” or collectively as “Parties.”
CREDIT AND SECURITY AGREEMENT by and among SAExploration, Inc., as Borrower, and SAExploration Holdings, Inc., and SAExploration Sub, Inc., and NES, LLC, and SAExploration Seismic Services (US), LLC as Guarantors, and Wells Fargo Bank, National...Credit and Security Agreement • November 12th, 2014 • SAExploration Holdings, Inc. • Oil & gas field exploration services • Oregon
THIS CREDIT AND SECURITY AGREEMENT (this “Agreement”), is entered into as of this 6th day of November, 2014, by and among Wells Fargo Bank, National Association, a national banking association (“Lender”), SAExploration, Inc., a Delaware corporation (“Borrower”), and SAExploration Holdings, Inc., a Delaware corporation, SAExploration Sub, Inc., a Delaware corporation, NES, LLC, an Alaska limited liability company, and SAExploration Seismic Services (US), LLC, a Delaware limited liability company (collectively, the “Guarantors”).
WARRANT AGREEMENTWarrant Agreement • June 24th, 2011 • Trio Merger Corp. • Blank checks • New York
WHEREAS, the Company has received binding commitments from its initial stockholders to purchase an aggregate of 6,500,000 warrants (the “Insider Warrants”) and from EarlyBirdCapital, Inc. (“EBC”), the representative of the underwriters of its Public Offering (as defined below) to purchase 600,000 warrants (the “EBC Warrants”), pursuant to Subscription Agreements dated as of March 13, 2011 (the “Subscription Agreements”); and
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • June 28th, 2013 • SAExploration Holdings, Inc. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of the 24th day of June, 2013, by and among SAExploration Holdings, Inc. (formerly known as Trio Merger Corp.), a Delaware corporation (the “Company”) and CLCH, LLC, an Alaska limited liability company (the “Stockholder”).
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • May 1st, 2020 • SAExploration Holdings, Inc. • Oil & gas field exploration services • Texas
THIS EXECUTIVE EMPLOYMENT AGREEMENT (the “Agreement”), between SAExploration Holdings, Inc., a Delaware corporation (the “Employer” or the “Company”), and John A. Simmons, an individual residing in Houston, Texas (the “Executive”), is entered into on May 1, 2020 (the “Effective Date”). The Employer and the Executive may be referred to singularly as “Party” or collectively as “Parties.” Unless otherwise specified, capitalized terms have the meanings set forth herein.
AMENDMENT NO. 1 TO CREDIT AGREEMENTCredit Agreement • October 10th, 2013 • SAExploration Holdings, Inc. • Oil & gas field exploration services • New York
This AMENDMENT NO. 1 (this “Amendment”), dated as of December 5, 2012, is entered into among SAExploration Holdings, Inc., a Delaware corporation (“Parent”), SAExploration, Inc., a Delaware corporation (“SAE”), SAExploration Seismic Services (US), LLC, a Delaware limited liability company (the “Delaware Subsidiary Borrower”) and NES, LLC, an Alaskan limited liability company (the “Alaskan Subsidiary Borrower” and, together with Parent, SAE and the Delaware Subsidiary Borrower, the “Credit Parties”) the Lenders party hereto, and CP Admin Co LLC, as Administrative Agent (the “Administrative Agent”), amends the Credit Agreement dated as of November 28, 2012 (the “Credit Agreement”) entered into among the Credit Parties, the Administrative Agent and the Lenders party thereto. Capitalized terms used herein and not otherwise defined herein shall have the meanings ascribed to them in the Credit Agreement.
SECOND AMENDED AND RESTATED CREDIT AND SECURITY AGREEMENT by and among SAEXPLORATION, INC., as Borrower, THE GUARANTORS FROM TIME TO TIME PARTY HERETO, as Guarantors, THE LENDERS FROM TIME TO TIME PARTY HERETO, as Lenders and CANTOR FITZGERALD...Credit and Security Agreement • July 30th, 2018 • SAExploration Holdings, Inc. • Oil & gas field exploration services • New York
This SECOND AMENDED AND RESTATED CREDIT AND SECURITY AGREEMENT (this “Agreement”), is entered into as of this 25th day of July, 2018, by and among SAExploration Inc., a Delaware corporation (the “Borrower”), SAExploration Holdings, Inc., a Delaware corporation, SAExploration Sub, Inc., a Delaware corporation, NES, LLC, an Alaska limited liability company, and SAExploration Seismic Services (US), LLC, a Delaware limited liability company (collectively, together with any Additional Guarantors (as defined herein), the “Guarantors”), the Lenders party hereto from time to time (the “Lenders”) and Cantor Fitzgerald Securities, in its capacities as administrative agent and collateral agent for the Lenders (in such capacity, together with any of its successors and permitted assigns in such capacity, the “Agent”).
EMPLOYMENT AGREEMENTEmployment Agreement • June 28th, 2013 • SAExploration Holdings, Inc. • Blank checks • Alaska
WHEREAS the Corporation wishes to engage the services of the Executive and the Executive wishes to provide such services to the Corporation.
CREDIT AGREEMENT among SAExploration HOLDINGS, INC., as Parent, SAExploration, Inc., SAExploration Seismic Services (US), LLC, and NES, LLC, as the Borrowers, VARIOUS LENDERS, and CP ADMIN CO LLC, as ADMINISTRATIVE AGENT Dated as of November 28, 2012...Credit Agreement • October 10th, 2013 • SAExploration Holdings, Inc. • Oil & gas field exploration services • Alberta
LOCK-UP AGREEMENTLock-Up Agreement • June 28th, 2013 • SAExploration Holdings, Inc. • Blank checks
In connection with the Agreement and Plan of Reorganization (the “Merger Agreement”), dated as of December 10, 2012, by and among Trio Merger Corp. (“Trio”), Trio Merger Sub, Inc., SAExploration Holdings, Inc. and CLCH, LLC, to induce the parties to consummate the transactions contemplated by the Merger Agreement, the undersigned agrees not to, either directly or indirectly, during the “Restricted Period” (as hereinafter defined):
ASSET PURCHASE AGREEMENT dated as of June 26, 2018 by and among GEOKINETICS INC., GEOKINETICS HOLDINGS USA, INC., GEOKINETICS PROCESSING, INC., GEOKINETICS USA, INC., ADVANCED SEISMIC TECHNOLOGY, INC., GEOKINETICS INTERNATIONAL HOLDINGS, INC.,...Asset Purchase Agreement • July 2nd, 2018 • SAExploration Holdings, Inc. • Oil & gas field exploration services • Texas
THIS ASSET PURCHASE AGREEMENT (this “Agreement”) is made and entered into effective as of this 26th day of June, 2018 (the “Effective Date”), by and among Geokinetics Inc., a Delaware corporation (“GeoK”) and certain of its subsidiaries, debtors and debtors-in-possession, on the one hand (each, a “Seller” and collectively, “Sellers”), and SAExploration, Inc., a Delaware corporation, or its affiliated designee (“Buyer”), on the other. Buyer and Sellers may be referred to herein individually as a “Party” and collectively as the “Parties”.
AMENDED AND RESTATED INTERCREDITOR AGREEMENTIntercreditor Agreement • July 1st, 2016 • SAExploration Holdings, Inc. • Oil & gas field exploration services • New York
This AMENDED & RESTATED INTERCREDITOR AGREEMENT (this “Agreement”), dated as of June 29, 2016, is by and among WELLS FARGO BANK, NATIONAL ASSOCIATION, as lender and collateral agent (in such capacities, with its successors and assigns, and as more specifically defined below, the “ABL Agent”), WILMINGTON SAVINGS FUND SOCIETY, FSB, as trustee and collateral agent (with its successors and assigns, and as more specifically defined below, the “Existing Noteholder Agent”), Delaware Trust Company, as administrative agent and collateral agent (in such capacities with its successors and assigns, and as more specifically defined below, the “Term Agent”) and, upon execution of an Additional Indebtedness Joinder and Designation (as defined below), the Additional Noteholder Agent (as defined below).
STOCK PURCHASE PLANStock Purchase Plan • April 28th, 2011 • Trio Merger Corp. • Blank checks • New York
This Stock Purchase Plan (the “Purchase Plan”) is entered into on _______ __, 2011 by and between _______ (“Broker”) and Trio Merger Corp. (the “Company”). This Purchase Plan relates to the purchase, on a “not held” basis, of shares of common stock issued by the Company (the “Shares”), and is intended to comply with the provisions of Rule 10b5-1 (“Rule 10b5-1”).
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • November 7th, 2014 • SAExploration Holdings, Inc. • Oil & gas field exploration services • Texas
THIS EXECUTIVE EMPLOYMENT AGREEMENT (the “Agreement”), effective as of September 29, 2014 (the “Effective Date”), is entered into by and between SAExploration Holdings, Inc., a Delaware corporation (the “Employer” or the “Company”), and Trisha Gerber, an individual residing in the State of Texas (“Executive”). The Employer and the Executive may be referred to singularly as “Party” or collectively as “Parties.”
SAEXPLORATION HOLDINGS, INC. THE SUBSIDIARY GUARANTORS LISTED ON THE SIGNATURE PAGES HERETO AND WILMINGTON SAVINGS FUND SOCIETY, FSB, as Trustee and Collateral Trustee SENIOR SECURED CONVERTIBLE NOTES INDENTURE Dated as of September 26, 2018SAExploration Holdings, Inc. • October 2nd, 2018 • Oil & gas field exploration services • New York
AGREEMENT AND PLAN OF REORGANIZATION BY AND AMONG TRIO MERGER CORP., TRIO MERGER SUB, INC., SAEXPLORATION HOLDINGS, INC. AND CLCH, LLC DATED AS OF DECEMBER 10, 2012Agreement and Plan of Reorganization • December 11th, 2012 • Trio Merger Corp. • Blank checks • Delaware
THIS AGREEMENT AND PLAN OF REORGANIZATION is made and entered into as of December 10, 2012, by and among Trio Merger Corp., a Delaware corporation (“Parent”), Trio Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of Parent (“Merger Sub”), SAExploration Holdings, Inc., a Delaware corporation (“Company”), and CLCH, LLC, an Alaskan limited liability company (“Stockholder”).
11550 Fuqua St., Ste. 475 Houston, Texas 77034 281-481-1040 Main hlb-cpa.comSAExploration Holdings, Inc. • August 16th, 2019 • Oil & gas field exploration services • Texas
Thank you for selecting Ham, Langston & Brezina, L.L.P. (“HL&B” or “we”). We appreciate the opportunity to provide advisory, accounting and interim CFO services to SAExploration Holdings, Inc. and its subsidiaries (“Client” or “you”). As explained below, we will provide professional services to you under an Agreement for Consulting Services (“Agreement”).
AMENDMENT NO. 2 AND CONSENT TO CREDIT AGREEMENTCredit Agreement • October 10th, 2013 • SAExploration Holdings, Inc. • Oil & gas field exploration services • New York
This AMENDMENT NO. 2 AND CONSENT to Credit Agreement (this “Amendment”), dated effective as of June 24, 2013, is entered into among SAExploration Holdings, Inc., a Delaware corporation (“Parent”), SAExploration, Inc., a Delaware corporation (“SAE”), SAExploration Seismic Services (US), LLC, a Delaware limited liability company (the “Delaware Subsidiary Borrower”) and NES, LLC, an Alaskan limited liability company (the “Alaskan Subsidiary Borrower” and, together with Parent, SAE and the Delaware Subsidiary Borrower, the “Credit Parties”) the Lenders party hereto, and CP Admin Co LLC, as Administrative Agent (the “Administrative Agent”), amends the Credit Agreement dated as of November 28, 2012, as amended by Amendment No. 1 dated as of December 5, 2012 (such Credit Agreement as amended, the “Credit Agreement”), entered into among the Credit Parties, the Administrative Agent and the Lenders party thereto. Capitalized terms used herein and not otherwise defined herein shall have the meani
AMENDMENT NO. 3 TO CREDIT AGREEMENTCredit Agreement • November 1st, 2013 • SAExploration Holdings, Inc. • Oil & gas field exploration services • New York
This AMENDMENT NO. 3 to Credit Agreement (this “Amendment”), dated as of October 31, 2013, is entered into among SAExploration Holdings, Inc., a Delaware corporation, and SAExploration Sub, Inc., a Delaware corporation (collectively, “Parent”), SAExploration, Inc., a Delaware corporation (“SAE”), SAExploration Seismic Services (US), LLC, a Delaware limited liability company (the “Delaware Subsidiary Borrower”) and NES, LLC, an Alaskan limited liability company (the “Alaskan Subsidiary Borrower” and, together with Parent, SAE and the Delaware Subsidiary Borrower, the “Credit Parties”) the Lenders party hereto, and MC Admin Co LLC, as Administrative Agent (the “Administrative Agent”), amends the Credit Agreement dated as of November 28, 2012, as amended by Amendment No. 1 dated as of December 5, 2012 and Amendment No. 2 and Consent dated as of June 24, 2013 (such Credit Agreement as amended, the “Credit Agreement”), entered into among the Credit Parties, the Administrative Agent and the
AMENDMENT NO. 1 TO WARRANT AGREEMENTWarrant Agreement • June 28th, 2013 • SAExploration Holdings, Inc. • Blank checks • New York
AMENDMENT NO. 1 (“Amendment”), dated as of June 24, 2012, to Warrant Agreement (“Warrant Agreement”) made as of June 21, 2011 between SAExploration Holdings, Inc. (formerly known as Trio Merger Corp.), a Delaware corporation, with offices at 3333 8th St. SE, 3rd Fl., Calgary, Alberta T2G 3A4 (“Company”), and Continental Stock Transfer & Trust Company, a New York corporation, with offices at 17 Battery Place, New York, New York 10004 (“Warrant Agent”). Capitalized terms used herein and not otherwise defined have the meanings assigned to them in the Warrant Agreement.
