0001181431-05-045464 Sample Contracts

1,250,000 Shares OYO Geospace Corporation Common Stock ($.01 Par Value) EQUITY UNDERWRITING AGREEMENT
Equity Underwriting Agreement • August 9th, 2005 • Oyo Geospace Corp • Measuring & controlling devices, nec • New York

OYO Corporation U.S.A., a Texas corporation (the "Selling Stockholder"), proposes to sell to RBC Capital Markets Corporation and Simmons & Company International (together, the "Underwriters") an aggregate of 1,250,000 shares of Common Stock, $.01 par value (the "Firm Shares"), of OYO Geospace Corporation, a Delaware corporation (the "Company"). The respective amounts of the Firm Shares to be so purchased by the several Underwriters are set forth opposite their names in Schedule I hereto. The Selling Stockholder also proposes to sell at the Underwriters' option an aggregate of up to 150,000 additional shares of the Company's Common Stock (the "Option Shares") as set forth below.

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