1- 2 (b) all references to the "Notes" appearing in the Security Agreement shall mean and be deemed to include the same "Notes" as are described and defined in the Loan Agreement, as amended by that certain First Amendment to Loan Agreement, dated of...Security Agreement • October 21st, 1997 • Dawson Geophysical Co • Oil & gas field exploration services • Texas
COMMON STOCKDawson Geophysical Co • November 12th, 1997 • Oil & gas field exploration services • Florida
and CHASEMELLON SHAREHOLDER SERVICES, L.L.C. Rights AgentAgreement • December 11th, 2003 • Dawson Geophysical Co • Oil & gas field exploration services • Texas
DAWSON GEOPHYSICAL COMPANY and MELLON INVESTOR SERVICES LLC, Rights Agent Rights Agreement Effective as of Close of Business on July 23, 2009Rights Agreement • July 9th, 2009 • Dawson Geophysical Co • Oil & gas field exploration services • Texas
This Rights Agreement, effective as of the close of business on July 23, 2009 (the “Agreement”), between Dawson Geophysical Company, a Texas corporation, and Mellon Investor Services LLC, a New Jersey limited liability company,
EMPLOYMENT AGREEMENTEmployment Agreement • October 9th, 2014 • Dawson Geophysical Co • Oil & gas field exploration services • Texas
This Employment Agreement (this “Agreement”) is by and between TGC Industries, Inc., a Texas corporation (the “Company”), and Christina W. Hagan (the “Executive”). The Company and the Executive are hereinafter collectively referred to as the “Parties.”
1,500,000 Shares DAWSON GEOPHYSICAL COMPANY Common Stock FORM OF UNDERWRITING AGREEMENTDawson Geophysical Co • February 15th, 2005 • Oil & gas field exploration services • Florida
Raymond James & Associates, Inc. 880 Carillon Parkway St. Petersburg, Florida 33716 As Representative of the Underwriters listed on Schedule I hereto
WESTERN NATIONAL BANK 508 WEST WALL STREET, SUITE 1100 MIDLAND, TEXAS 79701 June 30, 2011Dawson Geophysical Co • August 9th, 2011 • Oil & gas field exploration services • Texas
Pursuant to the terms of that certain letter loan agreement, dated as of June 2, 2011 (the “Existing Loan Agreement”), Western National Bank, a national banking association (alternatively, “Western” the “Lender”, or the “Bank”), has previously committed to provide to Dawson Geophysical Company, a Texas corporation (alternatively, “Dawson Geophysical” or the “Borrower”), a revolving line of credit loan in the original principal amount of Twenty Million and No/Dollars ($20,000,000.00) (the “Revolver Loan”). The Revolver Loan is evidenced by that certain Revolving Line of Credit Note, also dated as of June 2, 2011, in the original principal amount of Twenty Million and No/100 Dollars ($20,000,000.00), executed by the Borrower, as Maker, in favor of the Bank, as Payee (the “Revolver Note”). The Revolver Note is secured by that certain Security Agreement, also dated as of June 2, 2011, executed by Borrower, covering all accounts, equipment, and other items of collateral described therein (t
SECURITY AGREEMENTSecurity Agreement • December 10th, 2013 • Dawson Geophysical Co • Oil & gas field exploration services • Texas
THIS SECURITY AGREEMENT (the “Security Agreement”) is made and entered into this 2nd day of December 2013, by and between DAWSON GEOPHYSICAL COMPANY, a Texas Corporation, whose address is 508 West Wall Street, Suite 800, Midland, Texas 79701 (the “Debtor”), and WESTERN NATIONAL BANK, a national banking association, whose address is 508 West Wall Street, Suite 1100, Midland, Texas 79701 (the “Secured Party”).
SECURITY AGREEMENTSecurity Agreement • August 9th, 2011 • Dawson Geophysical Co • Oil & gas field exploration services • Texas
THIS SECURITY AGREEMENT (the “Security Agreement”) is made and entered into this 30th day of June 2011, by and between DAWSON GEOPHYSICAL COMPANY, a Texas Corporation, whose address is 508 West Wall Street, Suite 800, Midland, Texas 79701 (the “Debtor”), and WESTERN NATIONAL BANK, a national banking association, whose address is 508 West Wall Street, Suite 1100, Midland, Texas 79701 (the “Secured Party”).
WESTERN NATIONAL BANKDawson Geophysical Co • December 10th, 2013 • Oil & gas field exploration services • Texas
DAWSON GEOPHYSICAL COMPANY 2006 STOCK AND PERFORMANCE INCENTIVE PLAN RESTRICTED STOCK AGREEMENTRestricted Stock Agreement • February 11th, 2008 • Dawson Geophysical Co • Oil & gas field exploration services • Texas
This Restricted Stock Agreement (“Agreement”) between DAWSON GEOPHYSICAL COMPANY (the “Company”) and (the “Participant”), an employee of the Company or one of its Subsidiaries, regarding an award (“Award”) of shares of Common Stock (as defined in the Dawson Geophysical Company 2006 Stock and Performance Incentive Plan (the “Plan”), such Common Stock comprising this Award referred to herein as “Restricted Stock”) awarded to the Participant on (the “Award Date”), such number of shares subject to adjustment as provided in the Plan, and further subject to the terms and conditions set forth herein.
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 • Dawson Geophysical Co • 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”).
VOTING AGREEMENTVoting Agreement • October 9th, 2014 • Dawson Geophysical Co • 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”).
FORM OF VOTING AGREEMENTForm of Voting Agreement • March 21st, 2011 • Dawson Geophysical Co • 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 • Dawson Geophysical Co • 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”).
RESTATED INDEMNIFICATION AGREEMENTRestated Indemnification Agreement • October 9th, 2014 • Dawson Geophysical Co • 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”).
DAWSON GEOPHYSICAL COMPANY 2006 STOCK AND PERFORMANCE INCENTIVE PLAN STOCK OPTION AGREEMENTOption Agreement • February 11th, 2008 • Dawson Geophysical Co • Oil & gas field exploration services • Texas
This option agreement (“Option Agreement” or “Agreement”) executed between DAWSON GEOPHYSICAL COMPANY (the “Company”), and (the “Participant”), an employee of the Company or one of its Subsidiaries, regarding a right (the “Option”) awarded to the Participant on (the “Grant Date”) to purchase from the Company up to but not exceeding in the aggregate shares of Common Stock (as defined in the Dawson Geophysical Company 2006 Stock and Performance Incentive Plan (the “Plan”)) at $___.___ per share (the “Exercise Price”), such number of shares and such price per share being subject to adjustment as provided in the Plan, and further subject to the terms and conditions set forth herein.
MASTER GEOPHYSICAL DATA ACQUISITION AGREEMENT *Master Geophysical Data Acquisition Agreement • February 9th, 2009 • Dawson Geophysical Co • Oil & gas field exploration services • Texas
This MASTER GEOPHYSICAL DATA ACQUISITION AGREEMENT (the “Master Agreement” or “Agreement”) is entered into this 19th day of December, 2006; between SandRidge Energy, Inc., having an office located 1601 Northwest Expressway, Suite 1600, Oklahoma City, OK 73118 (hereinafter called “Company”) and Dawson Geophysical Company, a Texas corporation having offices in Midland, Texas (hereinafter called “Contractor”). Company and Contractor may each be referred to herein as “Party” or collectively as “Parties”.
MASTER GEOPHYSICAL DATA ACQUISITION AGREEMENT Between (“Company”) And DAWSON GEOPHYSICAL COMPANY (“Contractor”) Dated:Master Geophysical • December 5th, 2012 • Dawson Geophysical Co • Oil & gas field exploration services • Texas
This MASTER GEOPHYSICAL DATA ACQUISITION AGREEMENT (the “Master Agreement” or “Agreement”) is entered into this day of , 2012; between , having an office located in (hereinafter called “Company”) as well as, any legal entity which controls, is controlled by or is under common control of the Company (the “Affiliate” or “Affiliates”) and Dawson Geophysical Company, a Texas corporation having offices in Midland, Texas (hereinafter called “Contractor”) and its Affiliates. Company and Contractor may each be referred to herein as “Party” or collectively as “Parties”.
SUPPLEMENTAL AGREEMENT NO. To Master Geophysical Data Acquisition Agreement Dated: Between (“Company”) and Dawson Geophysical Company (“Contractor”)Supplemental Agreement • December 5th, 2012 • Dawson Geophysical Co • Oil & gas field exploration services
DAWSON GEOPHYSICAL COMPANY RESTRICTED STOCK AGREEMENTRestricted Stock Agreement • December 11th, 2013 • Dawson Geophysical Co • Oil & gas field exploration services • Texas
This Restricted Stock Agreement (“Agreement”) between DAWSON GEOPHYSICAL COMPANY (the “Company”) and (the “Participant”), an employee of the Company or one of its Subsidiaries, regarding an award (“Award”) of shares of Common Stock (as defined in the Dawson Geophysical Company 2006 Stock and Performance Incentive Plan (the “Plan”), such Common Stock comprising this Award referred to herein as “Restricted Stock”) awarded to the Participant on (the “Award Date”), such number of shares subject to adjustment as provided in the Plan, and further subject to the terms and conditions set forth herein.
FIRST AMENDMENT TO RIGHTS AGREEMENTRights Agreement • October 9th, 2014 • Dawson Geophysical Co • Oil & gas field exploration services
This FIRST AMENDMENT TO RIGHTS AGREEMENT, dated as of October 8, 2014 (this “Amendment”), to the Rights Agreement, dated effective as of July 23, 2009 (the “Company Rights Agreement”), between Dawson Geophysical Company, a Texas corporation (the “Company”), and Computershare Inc, a Delaware corporation, successor-in-interest to Mellon Investor Services LLC, as rights agent (the “Rights Agent”).
FORM OF VOTING AGREEMENTForm of Voting Agreement • March 21st, 2011 • Dawson Geophysical Co • Oil & gas field exploration services • Texas
THIS VOTING AGREEMENT (this “Agreement”), dated as of March 20, 2011, is by and among TGC Industries, Inc., a Texas corporation (the “Company”), and each of the individuals or entities listed on a signature page hereto (each, a “Voting Shareholder” and collectively, the “Voting Shareholders”).
DAWSON GEOPHYSICAL COMPANY 2006 STOCK AND PERFORMANCE INCENTIVE PLAN RESTRICTED STOCK AGREEMENTRestricted Stock Agreement • August 6th, 2010 • Dawson Geophysical Co • Oil & gas field exploration services • Texas
This Restricted Stock Agreement (“Agreement”) between DAWSON GEOPHYSICAL COMPANY (the “Company”) and (the “Participant”), an employee of the Company or one of its Subsidiaries, regarding an award (“Award”) of shares of Common Stock (as defined in the Dawson Geophysical Company 2006 Stock and Performance Incentive Plan (the “Plan”), such Common Stock comprising this Award referred to herein as “Restricted Stock”) awarded to the Participant on July 26, 2010 (the “Award Date”), such number of shares subject to adjustment as provided in the Plan, and further subject to the terms and conditions set forth herein.
WESTERN NATIONAL BANK 508 WEST WALL STREET, SUITE 1100 MIDLAND, TEXAS 79701 December 22, 2004Western National • December 23rd, 2004 • Dawson Geophysical Co • Oil & gas field exploration services
Western National Bank (“Western” or the “Bank”) hereby commits to provide to Dawson Geophysical Company (alternatively “Dawson Geophysical” or the "Borrower”) a revolving line of credit loan in the amount of TEN MILLION AND NO/DOLLARS ($10,000,000.00) (the Loan”). The Loan will be evidenced by a Revolving Line of Credit Note, of even date herewith, in the original face amount of TEN MILLION AND NO/Dollars ($10,000,000.00) (the “Note”) and secured by that certain Security Agreement, dated December 22, 2004 covering those accounts receivables described therein (the “Security Agreement”). From time to time, the Security Agreement, and any financing statements filed to perfect the security interest created thereunder, may be collectively referred to herein as the “Security Instruments”.
WESTERN NATIONAL BANK 508 WEST WALL STREET, SUITE 1100 MIDLAND, TEXAS 79701 January 18, 2006Dawson Geophysical Co • February 9th, 2006 • Oil & gas field exploration services • Texas
Pursuant to the terms of a letter loan agreement, dated December 22, 2004, (the “Original Loan Agreement”), Western National Bank (alternatively, “Western” or the “Bank”) has previously committed to provide to Dawson Geophysical Company (alternatively “Dawson Geophysical” or the “Borrower”), a revolving line of credit loan in the original principal amount of Ten Million and No/Dollars ($10,000,000.00) (the “Existing Loan”). The Existing Loan is evidenced by a revolving line of credit note, of even date herewith, executed by the Borrower on behalf of Western in the original principal amount of Ten Million and No/100 Dollars ($10,000,000.00) (the “Existing Note”). The Existing Note is secured by that certain Security Agreement, dated December 22, 2004, covering those accounts receivables described therein (the “Existing Security Agreement”). From time to time, the Security Agreement, and any financing statements filed to perfect the security interest created thereunder, may be collective
EMPLOYMENT AGREEMENTEmployment Agreement • March 21st, 2011 • Dawson Geophysical Co • Oil & gas field exploration services • Texas
This Employment Agreement (this “Agreement”) is made as of the _____ day of _________________, 20__ (the “Effective Date”) by and between __________________1, a Texas corporation (the “Company”), and _________________ (the “Executive”). The Company and the Executive are hereinafter collectively referred to as the “Parties.”
SECURITY AGREEMENTSecurity Agreement • June 5th, 2008 • Dawson Geophysical Co • Oil & gas field exploration services • Texas
THIS SECURITY AGREEMENT (the “Security Agreement”) is made and entered into this 2nd day of June 2008, by and between DAWSON GEOPHYSICAL COMPANY, a Texas Corporation, whose address is 508 West Wall Street, Suite 800, Midland, Texas 79701 (the “Debtor”), and WESTERN NATIONAL BANK, a national banking association, whose address is 508 West Wall Street, Suite 1100, Midland, Texas 79701 (the “Secured Party”).
SECURITY AGREEMENTSecurity Agreement • June 23rd, 2011 • Dawson Geophysical Co • Oil & gas field exploration services • Texas
THIS SECURITY AGREEMENT (the “Security Agreement”) is made and entered into this 2nd day of June 2011, by and between DAWSON GEOPHYSICAL COMPANY, a Texas Corporation, whose address is 508 West Wall Street, Suite 800, Midland, Texas 79701 (the “Debtor”), and WESTERN NATIONAL BANK, a national banking association, whose address is 508 West Wall Street, Suite 1100, Midland, Texas 79701 (the “Secured Party”).
DAWSON GEOPHYSICAL COMPANY RESTRICTED STOCK UNIT AGREEMENTRestricted Stock Unit Agreement • December 11th, 2013 • Dawson Geophysical Co • Oil & gas field exploration services • Texas
This Restricted Stock Unit Agreement (“Agreement”) between DAWSON GEOPHYSICAL COMPANY (the “Company”) and (the “Participant”), an employee of the Company or one of its Subsidiaries, regarding an award (“Award”) of Stock Units (as defined in the Dawson Geophysical Company 2006 Stock and Performance Incentive Plan (the “Plan”), such Stock Units comprising this Award referred to herein as “Restricted Stock Units”) awarded to the Participant on (the “Award Date”), such number of Restricted Stock Units subject to adjustment as provided in the Plan, and further subject to the terms and conditions set forth herein.
EXHIBIT 10 ---------- MASTER GEOPHYSICAL DATA ACQUISITION AGREEMENTMaster Geophysical • December 11th, 2003 • Dawson Geophysical Co • Oil & gas field exploration services • Texas
Dawson Geophysical Executes Loan Agreement Midland, Texas, December 23, 2004/PR Newswire/Loan Agreement • December 23rd, 2004 • Dawson Geophysical Co • Oil & gas field exploration services
On December 22, 2004 Dawson Geophysical Company (NASDAQ-DWSN) established a $10.0 million revolving line of credit loan agreement with Western National Bank. Interest on borrowed amounts is payable at a rate equal to the greater of the prime rate or 5%. Borrowed amounts will be secured by the Company’s accounts receivable.
MASTER SERVICE CONTRACT Between CHESAPEAKE OPERATING, INC. and any present or future subsidiaries or affiliates named directly or indirectly by Chesapeake Operating, Inc. (herein collectively “Company”), P.O. Box 18496, Oklahoma City, OK 73154 and...Master Service Contract • February 9th, 2009 • Dawson Geophysical Co • Oil & gas field exploration services • Oklahoma
Additional Insured — A person or organization not automatically included as an insured under an insurance policy, but for whom insured status is arranged, usually by endorsement. A named insured’s impetus for providing additional insured status to others may be a desire to protect the other party because of a close relationship with that party or to comply with a contractual agreement requiring the named insured to do so.
WESTERN NATIONAL BANK 508 WEST WALL STREET, SUITE 1100 MIDLAND, TEXAS 79701 June 2, 2011Western National • June 23rd, 2011 • Dawson Geophysical Co • Oil & gas field exploration services • Texas
Pursuant to the terms of a letter loan agreement, dated as of June 2, 2009 (the “Existing Loan Agreement”), Western National Bank, a national banking association (alternatively, “Western” the “Lender”, or the “Bank”), has previously committed to provide to Dawson Geophysical Company, a Texas corporation (alternatively, “Dawson Geophysical” or the “Borrower”), a revolving line of credit loan in the original principal amount of Twenty Million and No/Dollars ($20,000,000.00) (the Existing Loan”). The Existing Loan is evidenced by that certain Revolving Line of Credit Note, also dated as of June 2, 2009, in the original principal amount of Twenty Million and No/100 Dollars ($20,000,000.00), executed by the Borrower, as Maker, in favor of the Bank, as Payee, (the “Existing Note”). The Existing Note is secured by that certain Security Agreement, also dated as of June 2, 2009, executed by Borrower, covering those accounts receivable and other items of collateral described therein (the “Existi
DAWSON GEOPHYSICAL COMPANY STOCK OPTION AGREEMENTStock Option Agreement • December 11th, 2013 • Dawson Geophysical Co • Oil & gas field exploration services • Texas
This Stock Option Agreement (“Agreement”) between DAWSON GEOPHYSICAL COMPANY (the “Company”), and [ ] (the “Participant”), an employee of the Company or one of its Subsidiaries, regarding a right (the “Option”) awarded to the Participant on [ ] (the “Grant Date”) to purchase from the Company up to but not exceeding in the aggregate [ ] shares of Common Stock (as defined in the Dawson Geophysical Company 2006 Stock and Performance Incentive Plan (the “Plan”)) at [ ] per share (the “Exercise Price”), such number of shares and such price per share being subject to adjustment as provided in the Plan, and further subject to the terms and conditions set forth herein.
