UNITED STATES DISTRICT COURT 

SOUTHERN DISTRICT OF NEW YORK 

U.S. SECURITIES AND EXCHANGE 

COMMISSION, 

 Plaintiff, 

-againstSAEXPLORATION HOLDINGS, INC., 

JEFFREY H. HASTINGS, 

BRENT N. WHITELEY, 

BRIAN A. BEATTY, and 

MICHAEL J. SCOTT, 

Defendants, and 

THOMAS W. O’NEILL and 

LORI E. HASTINGS, 

 Relief Defendants. 

Civil Action No. 1:20-CV-8423 (PGG) 

FINAL JUDGMENT AS TO DEFENDANT SAEXPLORATION HOLDINGS, INC.

The Securities and Exchange Commission having filed a Complaint and Defendant 

SAExploration Holdings, Inc. having entered a general appearance; consented to the Court’s 

jurisdiction over Defendant and the subject matter of this action; consented to entry of this Final 

Judgment without admitting or denying the allegations of the Complaint (except as to 

jurisdiction); waived findings of fact and conclusions of law; and waived any right to appeal 

from this Final Judgment: 

I. 

 IT IS HEREBY ORDERED, ADJUDGED, AND DECREED that Defendant is 

permanently restrained and enjoined from violating, directly or indirectly, Section 10(b) of the 

Securities Exchange Act of 1934 (the “Exchange Act”) [15 U.S.C. § 78j(b)] and Rule 10b-5 

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promulgated thereunder [17 C.F.R. § 240.10b-5], by using any means or instrumentality of 

interstate commerce, or of the mails, or of any facility of any national securities exchange, in 

connection with the purchase or sale of any security: 

(a) to employ any device, scheme, or artifice to defraud; 

(b) to make any untrue statement of a material fact or to omit to state a material fact 

 necessary in order to make the statements made, in the light of the circumstances 

 under which they were made, not misleading; or 

(c) to engage in any act, practice, or course of business which operates or would 

 operate as a fraud or deceit upon any person. 

 IT IS FURTHER ORDERED, ADJUDGED, AND DECREED that, as provided in 

Federal Rule of Civil Procedure 65(d)(2), the foregoing paragraph also binds the following who 

receive actual notice of this Final Judgment by personal service or otherwise: (a) Defendant’s 

officers, agents, servants, employees, and attorneys; and (b) other persons in active concert or 

participation with Defendant or with anyone described in (a). 

II. 

 IT IS HEREBY FURTHER ORDERED, ADJUDGED, AND DECREED that Defendant 

is permanently restrained and enjoined from violating Section 17(a) of the Securities Act of 1933 

(the “Securities Act”) [15 U.S.C. § 77q(a)] in the offer or sale of any security by the use of any 

means or instruments of transportation or communication in interstate commerce or by use of the 

mails, directly or indirectly: 

(a) to employ any device, scheme, or artifice to defraud; 

(b) to obtain money or property by means of any untrue statement of a material fact 

 or any omission of a material fact necessary in order to make the statements 

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 made, in light of the circumstances under which they were made, not misleading; 

 or 

 (c) to engage in any transaction, practice, or course of business which operates or 

 would operate as a fraud or deceit upon the purchaser. 

 IT IS FURTHER ORDERED, ADJUDGED, AND DECREED that, as provided in 

Federal Rule of Civil Procedure 65(d)(2), the foregoing paragraph also binds the following who 

receive actual notice of this Final Judgment by personal service or otherwise: (a) Defendant’s 

officers, agents, servants, employees, and attorneys; and (b) other persons in active concert or 

participation with Defendant or with anyone described in (a). 

III. 

 IT IS HEREBY FURTHER ORDERED, ADJUDGED, AND DECREED that Defendant 

is permanently restrained and enjoined from, directly or indirectly, violating Section 13(a) of the 

Exchange Act [15 U.S.C. § 78m(a)] and Rules 12b-20, 13a-1, 13a-11, and 13a-13 thereunder [17 

C.F.R. §§240.12b-20, 240.13a-1, 240.13a-11, and 240.13a-13] by filing with the Commission 

any information, document or report required to be filed with the Commission pursuant to 

Exchange Act Section 13(a) and the rules and regulations promulgated thereunder, which 

contains any untrue statement of a material fact, which omits to state any material fact necessary 

in order to make the statements made, in light of the circumstances under which they were made, 

not misleading, or which omits to disclose any information required to be disclosed. 

 IT IS FURTHER ORDERED, ADJUDGED, AND DECREED that, as provided in 

Federal Rule of Civil Procedure 65(d)(2), the foregoing paragraph also binds the following who 

receive actual notice of this Final Judgment by personal service or otherwise: (a) Defendant’s 

officers, agents, servants, employees, and attorneys; and (b) other persons in active concert or 

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participation with Defendant or with anyone described in (a). 

IV. 

 IT IS HEREBY FURTHER ORDERED, ADJUDGED, AND DECREED that Defendant 

is permanently restrained and enjoined from, directly or indirectly, violating Section 13(b)(2)(A) 

of the Exchange Act [15 U.S.C. § 78m(b)(2)(A)] by failing to make and keep books, records, and 

accounts which, in reasonable detail, accurately and fairly reflect the transactions and disposition 

of its assets. 

 IT IS FURTHER ORDERED, ADJUDGED, AND DECREED that, as provided in 

Federal Rule of Civil Procedure 65(d)(2), the foregoing paragraph also binds the following who 

receive actual notice of this Final Judgment by personal service or otherwise: (a) Defendant’s 

officers, agents, servants, employees, and attorneys; and (b) other persons in active concert or 

participation with Defendant or with anyone described in (a). 

V. 

 IT IS HEREBY FURTHER ORDERED, ADJUDGED, AND DECREED that Defendant 

is permanently restrained and enjoined from, directly or indirectly, violating Section 13(b)(2)(B) 

of the Exchange Act [15 U.S.C. § 78m(b)(2)(B)] by failing to devise and maintain a system of 

internal accounting controls sufficient to reasonably assure that transactions are recorded and 

financial statements are prepared in conformity with generally accepted accounting principles. 

 IT IS FURTHER ORDERED, ADJUDGED, AND DECREED that, as provided in 

Federal Rule of Civil Procedure 65(d)(2), the foregoing paragraph also binds the following who 

receive actual notice of this Final Judgment by personal service or otherwise: (a) Defendant’s 

officers, agents, servants, employees, and attorneys; and (b) other persons in active concert or 

participation with Defendant or with anyone described in (a). 

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VI. 

IT IS FURTHER ORDERED, ADJUDGED, AND DECREED that the Consent is 

incorporated herein with the same force and effect as if fully set forth herein, and that Defendant 

shall comply with all of the undertakings and agreements set forth therein. 

VII. 

IT IS FURTHER ORDERED, ADJUDGED, AND DECREED that this Court shall retain 

jurisdiction of this matter for the purposes of enforcing the terms of this Final Judgment. 

VIII. 

There being no just reason for delay, pursuant to Rule 54(b) of the Federal Rules of Civil 

Procedure, the Clerk is ordered to enter this Final Judgment forthwith and without further notice. 

Dated: ______________, _____ 

____________________________________ 

UNITED STATES DISTRICT JUDGE

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December 17, 2020

Paul G. Gardephe

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