LOCK-UP AGREEMENTLock-Up Agreement • December 11th, 2012 • Trio Merger Corp. • 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):
ESCROW AGREEMENTEscrow Agreement • December 11th, 2012 • Trio Merger Corp. • Blank checks • New York
ESCROW AGREEMENT (“Agreement”) dated __________ 2013 by and among TRIO MERGER CORP., a Delaware corporation (“Parent”), CLCH, LLC, an Alaskan limited liability company, as the Company Stockholders’ Representative, being the representative of the former stockholders of SAEXPLORATION HOLDINGS, INC., a Delaware corporation (the “Representative”), and CONTINENTAL STOCK TRANSFER & TRUST COMPANY, as escrow agent (the “Escrow Agent”).
IRREVOCABLE PROXY AGREEMENTIrrevocable Proxy Agreement • December 11th, 2012 • Trio Merger Corp. • Blank checks
Reference is made to that certain 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. (“SAE”), and CLCH, LLC (“CLCH”).
