EXHIBIT (c)
FINANCIAL ADVISORY
SERVICES AGREEMENT
THIS FINANCIAL ADVISORY SERVICES AGREEMENT (the "FINANCIAL ADVISORY
AGREEMENT") is made and entered into as of the 12th day of February, 2004, by
and among WEDGE ENERGY SERVICES, L.L.C., a Delaware limited liability company
(the "Seller" or "WEDGE") and ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ASSOCIATES, INC., a New Jersey
corporation ("▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇").
WHEREAS, contemporaneously herewith, the Seller is entering into that
certain Preferred Stock Purchase Agreement dated February 12, 2004 (the
"Preferred Stock Purchase Agreement") with a number of purchasers providing for
the sale (the "Transaction") by Seller of all of its 3,024,264 shares of 8.5%
Senior Convertible Preferred Stock (the "Senior Preferred Stock") of TGC
Industries, Inc., a Texas corporation (the "Company");
WHEREAS, Seller and ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ desire to enter into this Financial
Advisory Agreement for ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ to provide certain financial advisory
services in assisting WEDGE in connection with the sale by WEDGE of its Senior
Preferred Stock, under the terms and conditions set forth herein.
NOW, THEREFORE, in consideration of the mutual covenants herein
contained, the parties hereto hereby agree as follows:
1. Engagement of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇. WEDGE hereby retains ▇▇▇▇▇▇▇
▇▇▇▇▇▇▇ to provide certain financial advisory services to assist WEDGE in
connection with the Transaction and ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ hereby accepts such
engagement and the parties agree to act in accordance with and subject to the
terms of this Agreement.
2. Financial Advisory Services Fees. In consideration for the
provision of the financial advisory services by ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ to WEDGE in
connection with the Transaction, WEDGE hereby agrees to make payment of and to
deliver to ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ at the Closing (as defined in the Preferred Stock
Purchase Agreement) the cash sum of One Hundred Two Thousand Eight Hundred Sixty
Dollars ($102,860.00) (the "Advisory Fee Funds") and 17,304 shares of Common
Stock of the Company (the "Advisory Fee Shares"). It is understood and agreed by
Seller and ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ that Seller will make delivery of the Advisory Fee
Funds and Advisory Fee Shares pursuant to an Escrow Agreement entered into
contemporaneously herewith between Seller, the purchasers of Seller's Senior
Preferred Stock, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, and Law, Snakard & ▇▇▇▇▇▇▇, P.C. as Escrow
Agent. At the Closing the Advisory Fee Funds and the Advisory Fee Shares will be
delivered in accordance with the terms of the Escrow Agreement. In the event the
Closing does not occur, the Advisory Fee Funds and the Advisory Fee Shares will
be returned to WEDGE in accordance with the terms of the Escrow Agreement.
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3. Title. Seller hereby represents and warrants to ▇▇▇▇▇▇▇
▇▇▇▇▇▇▇ that Seller is the record and beneficial owner of the Advisory Fee
Shares and has good title to the Advisory Fee Shares, and upon the transfer and
delivery to ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ of the Advisory Fee Shares at the Closing, ▇▇▇▇▇▇▇
▇▇▇▇▇▇▇ will obtain good title to such Advisory Fee Shares, free and clear of
all liens, encumbances, security and interests, exceptions or claims of any
nature whatsoever.
4. Acquisition for Own Account. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ hereby represents
and warrants to Seller that it will acquire the Advisory Fee Shares for its own
account, not as nominee or agent, and not with a view toward the resale or
distribution of any part thereof. Furthermore, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ represents that
it is experienced in evaluating and investing in securities and acknowledges
that it is able to fend for itself, can bear the economic risk of the
investment, and has such knowledge and experience in financial and business
matters that it is capable of evaluating the merits and risks of the acquisition
of the Advisory Fee Shares.
5. Miscellaneous.
5.1 This Advisory Services Agreement shall for all purposes be
deemed to be made under and shall be construed in accordance with laws of the
State of Texas.
5.2 This Advisory Services Agreement contains the entire agreement
of the parties hereto with respect to the subject matter hereof and, except as
expressly provided herein, may not be changed or modified except by an
instrument in writing signed by the party to be charged.
5.3 This Agreement may be executed in two or more counterparts,
each of which shall be deemed an original, and all of which together shall
constitute one and the same instrument.
5.4 This Advisory Services Agreement shall be binding upon and
inure to the benefit of the respective parties hereto and any legal
representatives, successors and assigns.
IN WITNESS WHEREOF, each of the parties hereto has executed this
Advisory Services Agreement, as of the date above set forth.
SELLER ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
WEDGE ENERGY SERVICES, L.L.C. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ASSOCIATES, INC.
By: ______________________________ By: _________________________________
Name: ____________________________ Name: _______________________________
Title: ___________________________ Title: ______________________________
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