INDEMNIFICATION AGREEMENTIndemnification Agreement • June 28th, 2013 • SAExploration Holdings, Inc. • Blank checks • Delaware
THIS INDEMNIFICATION AGREEMENT (the “Agreement”) is effective as of June 24, 2013, by and between SAExploration Holdings, Inc., a Delaware corporation (the “Company”), and [NAME] (the “Indemnitee”).
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • June 28th, 2013 • SAExploration Holdings, Inc. • Blank checks • Texas
THIS EXECUTIVE EMPLOYMENT AGREEMENT (the “Agreement”), effective as of June 24, 2013 (the “Effective Date”), is entered into by and between SAExploration Holdings, Inc. (formerly known as Trio Merger Corp.), a Delaware corporation (the “Employer” or the “Company”), and Brian Beatty, an individual residing in the Province of British Columbia (the “Executive”). The Employer and the Executive may be referred to singularly as “Party” or collectively as “Parties.”
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • June 28th, 2013 • SAExploration Holdings, Inc. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of the 24th day of June, 2013, by and among SAExploration Holdings, Inc. (formerly known as Trio Merger Corp.), a Delaware corporation (the “Company”) and CLCH, LLC, an Alaska limited liability company (the “Stockholder”).
AMENDMENT NO. 1 TO CREDIT AGREEMENTCredit Agreement • June 28th, 2013 • SAExploration Holdings, Inc. • Blank checks • New York
This AMENDMENT NO. 1 (this “Amendment”), dated as of December 5, 2012, is entered into among SAExploration Holdings, Inc., a Delaware corporation (“Parent”), SAExploration, Inc., a Delaware corporation (“SAE”), SAExploration Seismic Services (US), LLC, a Delaware limited liability company (the “Delaware Subsidiary Borrower”) and NES, LLC, an Alaskan limited liability company (the “Alaskan Subsidiary Borrower” and, together with Parent, SAE and the Delaware Subsidiary Borrower, the “Credit Parties”) the Lenders party hereto, and CP Admin Co LLC, as Administrative Agent (the “Administrative Agent”), amends the Credit Agreement dated as of November 28, 2012 (the “Credit Agreement”) entered into among the Credit Parties, the Administrative Agent and the Lenders party thereto. Capitalized terms used herein and not otherwise defined herein shall have the meanings ascribed to them in the Credit Agreement.
EMPLOYMENT AGREEMENTEmployment Agreement • June 28th, 2013 • SAExploration Holdings, Inc. • Blank checks • Alaska
WHEREAS the Corporation wishes to engage the services of the Executive and the Executive wishes to provide such services to the Corporation.
CREDIT AGREEMENT among SAExploration HOLDINGS, INC., as Parent, SAExploration, Inc., SAExploration Seismic Services (US), LLC, and NES, LLC, as the Borrowers, VARIOUS LENDERS, and CP ADMIN CO LLC, as ADMINISTRATIVE AGENT Dated as of November 28, 2012...Credit Agreement • June 28th, 2013 • SAExploration Holdings, Inc. • Blank checks • Alberta
LOCK-UP AGREEMENTLock-Up Agreement • June 28th, 2013 • SAExploration Holdings, Inc. • 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):
AMENDMENT NO. 1 TO WARRANT AGREEMENTWarrant Agreement • June 28th, 2013 • SAExploration Holdings, Inc. • Blank checks • New York
AMENDMENT NO. 1 (“Amendment”), dated as of June 24, 2012, to Warrant Agreement (“Warrant Agreement”) made as of June 21, 2011 between SAExploration Holdings, Inc. (formerly known as Trio Merger Corp.), a Delaware corporation, with offices at 3333 8th St. SE, 3rd Fl., Calgary, Alberta T2G 3A4 (“Company”), and Continental Stock Transfer & Trust Company, a New York corporation, with offices at 17 Battery Place, New York, New York 10004 (“Warrant Agent”). Capitalized terms used herein and not otherwise defined have the meanings assigned to them in the Warrant Agreement.
JOINDER TO CREDIT AGREEMENTCredit Agreement • June 28th, 2013 • SAExploration Holdings, Inc. • Blank checks
This JOINDER TO CREDIT AGREEMENT (this “Joinder”) dated as of this 24th day of June, 2013 from TRIO MERGER CORP., a Delaware corporation (“Trio”), to MC ADMIN CO LLC, as Administrative Agent for the several financial institutions from time to time party to the Credit Agreement (as defined below) (collectively, the “Lenders”).
AMENDMENT NO. 2 AND CONSENT TO CREDIT AGREEMENTCredit Agreement • June 28th, 2013 • SAExploration Holdings, Inc. • Blank checks • New York
This AMENDMENT NO. 2 AND CONSENT to Credit Agreement (this “Amendment”), dated effective as of June 24, 2013, is entered into among SAExploration Holdings, Inc., a Delaware corporation (“Parent”), SAExploration, Inc., a Delaware corporation (“SAE”), SAExploration Seismic Services (US), LLC, a Delaware limited liability company (the “Delaware Subsidiary Borrower”) and NES, LLC, an Alaskan limited liability company (the “Alaskan Subsidiary Borrower” and, together with Parent, SAE and the Delaware Subsidiary Borrower, the “Credit Parties”) the Lenders party hereto, and CP Admin Co LLC, as Administrative Agent (the “Administrative Agent”), amends the Credit Agreement dated as of November 28, 2012, as amended by Amendment No. 1 dated as of December 5, 2012 (such Credit Agreement as amended, the “Credit Agreement”), entered into among the Credit Parties, the Administrative Agent and the Lenders party thereto. Capitalized terms used herein and not otherwise defined herein shall have the meani
NONDISCLOSURE AGREEMENTNondisclosure Agreement • June 28th, 2013 • SAExploration Holdings, Inc. • Blank checks • Alberta
This Nondisclosure Agreement is made and entered into effective this ____ day of June, 2013 by and between SAExploration Holdings, Inc. (formerly known as Trio Merger Corp.), (collectively “Company” or “Employer”) and _______________ (“Executive”), in exchange for the consideration set forth herein, as well as Executive’s employment and/or continuation of employment.
ESCROW AGREEMENTEscrow Agreement • June 28th, 2013 • SAExploration Holdings, Inc. • Blank checks • New York
ESCROW AGREEMENT (“Agreement”) dated June 24, 2013, by and among SAEXPLORATION HOLDINGS, INC. (formerly called Trio Merger Corp.), a Delaware corporation (“Parent”), CLCH, LLC, an Alaska 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”).
MERGER CONSIDERATION ESCROW AGREEMENTMerger Consideration Escrow Agreement • June 28th, 2013 • SAExploration Holdings, Inc. • Blank checks • New York
MERGER CONSIDERATION ESCROW AGREEMENT (“Agreement”) dated June 24, 2013, by and among SAEXPLORATION HOLDINGS, INC. (formerly called Trio Merger Corp.), a Delaware corporation (“Parent”), CLCH, LLC, an Alaska 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”).
