EXHIBIT (a) TGC INDUSTRIES, INC. PREFERRED STOCK PURCHASE AGREEMENT THIS PREFERRED STOCK PURCHASE AGREEMENT (the "Agreement") is made and entered into effective as of the 12th day of February, 2004, by and among WEDGE ENERGY SERVICES, L.L.C., a...Preferred Stock Purchase Agreement • February 17th, 2004 • TGC Industries Inc • Plastics, foil & coated paper bags • Texas
Dawson Geophysical CompanyRights Agreement • April 8th, 2021 • Dawson Geophysical Co • Oil & gas field exploration services • Texas
This Rights Agreement, dated as of April 8, 2021 (the “Agreement”), between Dawson Geophysical Company, a Texas corporation (the “Company”), and American Stock Transfer & Trust Company, LLC (the “Rights Agent”),
EXHIBIT 7(f)Joint Filing Agreement • February 17th, 2004 • TGC Industries Inc • Plastics, foil & coated paper bags
The undersigned each agree that the Statement on Schedule 13D relating to the Common Stock, $.30 par value, of TGC Industries, Inc. is adopted and filed on behalf of each of them, (ii) all future amendments to such Statement on Schedule 13D will, unless written notice to the contrary is delivered as described below, be jointly filed on behalf of each of them, and (iii) the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934 apply to each of them. This agreement may be terminated with respect to the obligation to jointly file future amendments to such Statement on Schedule 13D as to any of the undersigned upon such person giving written notice thereof to the other person signatory hereto, at the principal office thereof.
BUSINESS LOAN AGREEMENTBusiness Loan Agreement • September 20th, 2005 • TGC Industries Inc • Oil & gas field exploration services • Texas
THIS BUSINESS LOAN AGREEMENT dated September 16, 2005, is made and executed between TGC Industries, Inc. (“Borrower”) and Sovereign Bank, N.A. (“Lender”) on the following terms and conditions. Borrower has received prior commercial loans from Lender or has applied to Lender for a commercial loan or loans or other financial accommodations, including those which may be described on any exhibit or schedule attached to this Agreement (“Loan”). Borrower understands and agrees that: (A) in granting, renewing, or extending any Loan, Lender is relying upon Borrower’s representations, warranties, and agreements as set forth in this Agreement; (B) the granting, renewing, or extending of any Loan by Lender at all times shall be subject to Lender’s sole judgment and discretion; and (C) all such Loans shall be and remain subject to the terms and conditions of this Agreement.
BUSINESS LOAN AGREEMENT (ASSET BASED)Business Loan Agreement • September 19th, 2008 • TGC Industries Inc • Oil & gas field exploration services • Texas
THIS BUSINESS LOAN AGREEMENT (ASSET BASED) dated September 16, 2008, is made and executed between TGC Industries, Inc. (“Borrower”) and Sovereign Bank (“Lender”) on the following terms and conditions- Borrower has received prior commercial loans from Lender or has applied to Lender for a commercial loan or loans or other financial accommodations, including those which may be described on any exhibit or schedule attached to this Agreement (“Loan”). Borrower understands and agrees that: (A) in granting, renewing, or extending any Loan. Lender is relying upon Borrower’s representations, warranties, and agreements as set forth in this Agreement: (B) the granting, renewing, or extending of any Loan by Lender at all times shall be subject to Lender’s sole judgment and discretion; and (C) all such Loans shall be and remain subject to the terms and conditions of this Agreement.
EMPLOYMENT AGREEMENTEmployment Agreement • June 22nd, 2023 • Dawson Geophysical Co • Oil & gas field exploration services • Texas
This Employment Agreement (this “Agreement”) by and between Dawson Geophysical Company, a Texas corporation (the “Company”), and William Anthony Clark (the “Executive”) is entered into effective as June 16 , 2023 (the “Effective Date”). The Company and the Executive are hereinafter collectively referred to as the “Parties.”
INDEMNIFICATION AGREEMENT (TGC INDUSTRIES, INC.)Indemnification Agreement • October 22nd, 2008 • TGC Industries Inc • Oil & gas field exploration services • Texas
THIS AGREEMENT is made this 20th day of October, 2008, between TGC Industries, Inc., a Texas corporation (the “Company”), and (“Indemnitee”). This Agreement completely replaces and supersedes the Indemnification Agreement dated August 26, 2005, between Indemnitee and the Company.
AGREEMENT AND PLAN OF MERGER dated as of October 25, 2021 among DAWSON GEOPHYSICAL COMPANY WILKS BROTHERS, LLC and WB ACQUISITIONS INC.Agreement and Plan of Merger • October 25th, 2021 • Dawson Geophysical Co • Oil & gas field exploration services • Texas
AGREEMENT AND PLAN OF MERGER (this “Agreement”) dated as of October 25, 2021, by and among Dawson Geophysical Company, a Texas corporation (the “Company”), Wilks Brothers, LLC, a Texas limited liability company (“Parent”), and WB Acquisitions Inc., a Delaware corporation and a subsidiary of Parent (“Merger Sub”).
April 15, 2020Letter Agreement • April 21st, 2020 • Dawson Geophysical Co • Oil & gas field exploration services • Texas
This letter agreement (this “Letter Agreement”) sets forth the agreement between the Executive and the Company (collectively, the “Parties”) concerning the amendment, effective as of April 15, 2020, of certain provisions of the Employment Agreement as follows:
MASTER SECURITY AGREEMENTMaster Security Agreement • August 15th, 2005 • TGC Industries Inc • Oil & gas field exploration services
THIS AGREEMENT is between General Electric Capital Corporation (together with its successors and assigns, if any, “Secured Party’”) and TGC Industries, Inc. (“Debtor”). Secured Party has an office at 16479 Dallas Parkway #300, Addison, TX 75001-2512. Debtor is a corporation organized and existing under the laws of the state of Texas (“the State”). Debtor’s mailing address and chief place of business is 1304 Summit Ave, Suite 2, Plano, TX 75074.
February 15, 2016Letter Agreement • February 19th, 2016 • Dawson Geophysical Co • Oil & gas field exploration services • Texas
This letter agreement (this “Letter Agreement”) sets forth the Executive’s and the Company’s agreement concerning the amendment, effective as of February 11, 2016, of certain provisions of the Employment Agreement as follows:
EXHIBIT (b) TGC INDUSTRIES, INC. ESCROW AGREEMENT This ESCROW AGREEMENT ("Escrow Agreement") is made and entered into effective as of the 12th day of February, 2004, by and among WEDGE Energy Services, L.L.C., a Delaware limited liability company (the...Escrow Agreement • February 17th, 2004 • TGC Industries Inc • Plastics, foil & coated paper bags • Texas
SEPARATION AND GENERAL RELEASE AGREEMENTSeparation and General Release Agreement • December 1st, 2023 • Dawson Geophysical Co • Oil & gas field exploration services • Texas
THIS SEPARATION AND GENERAL RELESE AGREEMENT (this “Agreement”) is made as of November 27, 2023 by and between Dawson Geophysical Company, a Texas corporation (the “Company”) and C. Ray Tobias (“Executive”).
UNDERWRITING AGREEMENTUnderwriting Agreement • October 6th, 2005 • TGC Industries Inc • Oil & gas field exploration services • New York
The undersigned understands that TGC Industries, Inc., a Texas corporation (the “Company”), has filed with the Securities and Exchange Commission a registration statement on Form SB-2 (the “Registration Statement”) relating to an underwritten public offering (the “Offering”) of common stock, $0.01 par value (the “Common Stock”), of the Company. To induce Oppenheimer & Co. Inc. (“Oppenheimer”) to enter into an underwriting agreement (the “Underwriting Agreement”) with the Company the undersigned hereby agrees that during the period commencing on the date hereof and ending on the 120th day following the effective date of the Registration Statement (the “Restricted Period”) the undersigned will not, without the prior written consent of Oppenheimer: (i) offer, sell, contract to sell, pledge, or otherwise dispose of, directly or indirectly, or file a registration statement under the Securities Act of 1933, as amended (the “Securities Act”), relating to, any shares of the Common Stock or sec
FOURTEENTH AMENDMENT TO AMENDED AND RESTATED LOAN AND SECURITY AGREEMENTLoan and Security Agreement • July 2nd, 2018 • Dawson Geophysical Co • Oil & gas field exploration services
THIS FOURTEENTH AMENDMENT TO AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT (this “Amendment”) dated as of NOVEMBER 23, 2017 (the “Amendment Effective Date”), is by and between (a) VERITEX COMMUNITY BANK, a Texas state bank, as successor-in-interest to SOVEREIGN BANK by merger (together with its successors and assigns, “Lender”), and (b) DAWSON GEOPHYSICAL COMPANY, a Texas corporation (“Debtor”), formerly known as TGC INDUSTRIES, INC.
VOID AFTER DECEMBER 15, 2007 (unless extended by TGC Industries, Inc.) TGC INDUSTRIES, INC. Warrant Agreement and Warrant CertificateWarrant Agreement • September 20th, 2005 • TGC Industries Inc • Oil & gas field exploration services
TWELFTH AMENDMENT TO AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT AND AMENDMENT TO LETTER OF CREDIT NOTELoan and Security Agreement • June 30th, 2017 • Dawson Geophysical Co • Oil & gas field exploration services
THIS TWELFTH AMENDMENT TO AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT AND AMENDMENT TO LETTER OF CREDIT NOTE (this “Amendment”) dated as of NOVEMBER 23, 2016 (the “Effective Date”), is by and between SOVEREIGN BANK, a Texas state bank (together with its successors and assigns, “Lender”), and DAWSON GEOPHYSICAL COMPANY, a Texas corporation (“Debtor”), formerly known as TGC INDUSTRIES, INC.
November 11, 2022Letter Agreement • November 16th, 2022 • Dawson Geophysical Co • Oil & gas field exploration services • Texas
AGREEMENT AND PLAN OF MERGER among DAWSON GEOPHYSICAL COMPANY, 6446 ACQUISITION CORP. and TGC INDUSTRIES, INC. Dated as of March 20, 2011Voting Agreement • March 21st, 2011 • TGC Industries Inc • Oil & gas field exploration services • Texas
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) dated as of March 20, 2011, is by and among Dawson Geophysical Company, a Texas corporation (“Parent”), 6446 Acquisition Corp., a Texas corporation and a direct wholly-owned subsidiary of Parent (“Merger Sub”), and TGC Industries, Inc., a Texas corporation (the “Company”).
May 4, 2018Letter Agreement • May 4th, 2018 • Dawson Geophysical Co • Oil & gas field exploration services • Texas
· That certain Employment Agreement between Dawson Geophysical Company, a Texas corporation (formerly known as TGC Industries, Inc.) (the “Company”), and you (the “Executive” or “you”), dated as of October 8, 2014 and with an Effective Date of February 11, 2015 (the “Employment Agreement”); and
THIRD AMENDMENT TO AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT AND AMENDMENT TO AMENDED AND RESTATED PROMISSORY NOTELoan and Security Agreement • September 22nd, 2011 • TGC Industries Inc • Oil & gas field exploration services
THIS THIRD AMENDMENT TO AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT AND AMENDMENT TO AMENDED AND RESTATED PROMISSORY NOTE (this “Amendment”) dated as of AUGUST 31, 2011 (the “Effective Date”), but effective with respect to Section 2, Section 6 and Section 9 below as of SEPTEMBER 16, 2011, is by and between SOVEREIGN BANK, a Texas state bank (together with its successors and assigns, “Lender”) and TGC INDUSTRIES, INC., a Texas corporation (“Debtor”).
VOTING AGREEMENTVoting Agreement • October 9th, 2014 • TGC Industries Inc • Oil & gas field exploration services • Texas
THIS VOTING AGREEMENT (this “Agreement”), dated as of October 8, 2014, is by and between Dawson Geophysical Company, a Texas corporation (the “Company”), and (the “Voting Shareholder”).
TENTH AMENDMENT TO AMENDED AND RESTATED LOAN AND SECURITY AGREEMENTLoan and Security Agreement • March 16th, 2016 • Dawson Geophysical Co • Oil & gas field exploration services
THIS TENTH AMENDMENT TO AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT (this “Amendment”) dated as of JUNE 30, 2015 (the “Effective Date”), is by and between SOVEREIGN BANK, a Texas state bank (together with its successors and assigns, “Lender”), and DAWSON GEOPHYSICAL COMPANY, a Texas corporation (“Debtor”), formerly known as TGC INDUSTRIES, INC.
SEVENTH AMENDMENT TO AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT AND AMENDMENT TO AMENDED AND RESTATED PROMISSORY NOTELoan and Security Agreement • November 8th, 2013 • TGC Industries Inc • Oil & gas field exploration services
THIS SEVENTH AMENDMENT TO AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT AND AMENDMENT TO AMENDED AND RESTATED PROMISSORY NOTE (this “Amendment”) dated as of SEPTEMBER 16, 2013 (the “Effective Date”), is by and between SOVEREIGN BANK, a Texas state bank (together with its successors and assigns, “Lender”) and TGC INDUSTRIES, INC., a Texas corporation (“Debtor”).
LOAN AND SECURITY AGREEMENTLoan and Security Agreement • October 1st, 2019 • Dawson Geophysical Co • Oil & gas field exploration services
THIS LOAN AND SECURITY AGREEMENT (as amended, modified or restated from time to time, this “Agreement”) dated as of SEPTEMBER 30, 2019 (the “Closing Date”), will serve to set forth the terms of the Credit Facility (as hereinafter defined) by and between DOMINION BANK, a Texas state bank (together with its successors and assigns, “Lender”) and DAWSON GEOPHYSICAL COMPANY, a Texas corporation (“Debtor”), formerly known as TGC INDUSTRIES, INC.
EMPLOYMENT AGREEMENTEmployment Agreement • December 20th, 2023 • Dawson Geophysical Co • Oil & gas field exploration services • Texas
This Employment Agreement (this "Agreement") by and between Dawson Geophysical Company, a Texas corporation (the "Company"), and Ray Mays (the "Executive") is entered into this 14th day of December, 2023, effective as of November 20, 2023 (the "Effective Date"). The Company and the Executive are hereinafter collectively referred to as the "Parties."
FORM OF VOTING AGREEMENTForm of Voting Agreement • March 21st, 2011 • TGC Industries Inc • Oil & gas field exploration services • Texas
THIS VOTING AGREEMENT (this “Agreement”), dated as of March 20, 2011, is by and between Dawson Geophysical Company, a Texas corporation (“Parent”), and (the “Voting Shareholder”).
VOTING AGREEMENTVoting Agreement • October 9th, 2014 • TGC Industries Inc • Oil & gas field exploration services • Texas
THIS VOTING AGREEMENT (this “Agreement”), dated as of October 8, 2014, is by and among TGC Industries, Inc., a Texas corporation (“Parent”), and each of the individuals or entities listed on a signature page hereto (each, a “Voting Shareholder” and collectively, the “Voting Shareholders”).
INDEMNIFICATION AGREEMENT (TGC Industries, Inc.)Indemnification Agreement • August 31st, 2005 • TGC Industries Inc • Oil & gas field exploration services • Texas
THIS AGREEMENT is made to be effective the 26th day of August, 2005, between TGC Industries, Inc., a Texas corporation (the “Company”), and (“Indemnitee”).
FIFTEENTH AMENDMENT TO AMENDED AND RESTATED LOAN AND SECURITY AGREEMENTLoan and Security Agreement • July 2nd, 2018 • Dawson Geophysical Co • Oil & gas field exploration services
THIS FIFTEENTH AMENDMENT TO AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT (this “Amendment”) dated as of JUNE 30, 2018 (the “Amendment Effective Date”), is by and between (a) VERITEX COMMUNITY BANK, a Texas state bank, as successor-in-interest to SOVEREIGN BANK by merger (together with its successors and assigns, “Lender”), and (b) DAWSON GEOPHYSICAL COMPANY, a Texas corporation (“Debtor”), formerly known as TGC INDUSTRIES, INC.
RESTATED INDEMNIFICATION AGREEMENTRestated Indemnification Agreement • October 9th, 2014 • TGC Industries Inc • Oil & gas field exploration services • Texas
This Restated Indemnification Agreement (this “Agreement”) is made and entered into as of [ ], by and between Dawson Geophysical Company, a Texas corporation (formerly known as TGC Industries, Inc.) (the “Company”), and (the “Indemnitee”).
AMENDMENT TO AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT AND AMENDED AND RESTATED PROMISSORY NOTELoan and Security Agreement • November 8th, 2010 • TGC Industries Inc • Oil & gas field exploration services
THIS AMENDMENT TO AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT AND AMENDED AND RESTATED PROMISSORY NOTE (this “Amendment”) dated as of SEPTEMBER 16, 2010 (the “Effective Date”), is by and between SOVEREIGN BANK, a Texas state bank (together with its successors and assigns, “Lender”) and TGC INDUSTRIES, INC., a Texas corporation (“Debtor”).
FIFTH AMENDMENT TO AMENDED AND RESTATED LOAN AND SECURITY AGREEMENTLoan and Security Agreement • November 9th, 2012 • TGC Industries Inc • Oil & gas field exploration services
THIS FIFTH AMENDMENT TO AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT (this “Amendment”) dated as of SEPTEMBER 16, 2012 (the “Effective Date”), is by and between SOVEREIGN BANK, a Texas state bank (together with its successors and assigns, “Lender”) and TGC INDUSTRIES, INC., a Texas corporation (“Debtor”).
EMPLOYMENT AGREEMENTEmployment Agreement • December 20th, 2023 • Dawson Geophysical Co • Oil & gas field exploration services • Texas
This Employment Agreement (this "Agreement") by and between Dawson Geophysical Company, a Texas corporation (the "Company"), and Ian Shaw (the "Executive") is entered into this 14th day of December, 2023, effective as of November 20, 2023 (the "Effective Date"). The Company and the Executive are hereinafter collectively referred to as the "Parties."
LOAN MODIFICATION AGREEMENTLoan Modification Agreement • September 30th, 2020 • Dawson Geophysical Co • Oil & gas field exploration services • Texas
THIS LOAN MODIFICATION AGREEMENT (this “Agreement”) is made and entered into effective as of the 30th day of September, 2020 (the “Effective Date”), by and between DAWSON GEOPHYSICAL COMPANY, a Texas corporation (the “Borrower”), and DOMINION BANK, a Texas state bank (the “Lender”).
