EXHIBIT 4.3


 


WARRANT REPURCHASE AGREEMENT


(2004
Series C2 Warrants)


 


 


                This
Warrant Repurchase Agreement (the “Agreement”)
is entered into by and between TGC Industries, Inc., a Texas corporation (“Company”), and                                  (“Seller”).


 


                WHEREAS, in December of 2004 Company issued
a series of warrants exercisable into Company’s Common Stock known as the 2004
Series C2 Warrants (the “Warrants”),
and Seller is at this time the owner of                       Warrants;


 


                AND WHEREAS, as a result of the “anti-dilution” clause
contained in the Agreement, each Warrant is currently exercisable into                     shares of the
Company’s Common Stock at an exercise price of $0.91 per share.


 


                AND WHEREAS, Company and the holders of the
Warrants have agreed that, in order to make Company a more attractive candidate
for acquisition by simplifying the Company’s capital structure and eliminating
the Warrant holders’ “piggy-back”
registration rights (which are objectionable to underwriters), such holders
will sell all of their Warrants to Company.


 


                NOW, THEREFORE, in consideration of the
foregoing and the covenants of the parties set forth herein, it is hereby
agreed as follows:


 


                Subject
to the terms and conditions set forth herein, Seller agrees to sell all of
Seller’s Warrants to Company, and Company agrees to repurchase and cancel all
of such Warrants.  Such Warrants
constitute all of the issued and outstanding 2004 Series C2 Warrants owned by
Seller.


 


                Seller
is entitled to receive that cash amount (the “Purchase
Price”) which is equal to: 
$9.16 [the average of the closing prices of the Company’s Common Stock
during the period beginning on September 18, 2007, and ending on October 1,
2007, minus the current exercise price per Warrant ($0.91)] times the number of
shares of Common Stock underlying the 
2004 Series C2 Warrants held by Seller. 
Accordingly, Company shall pay to Seller a total purchase price of $              .


 


                Within
thirty (30) days after the determination of the Purchase Price, Company shall
be obligated to pay to Seller the amount of the Purchase Price.


 


                Promptly
after the signing of this Agreement by Seller, Seller shall forward the
certificate or certificates representing the Warrants being repurchased by
Company to Ms. Julia Gardner, 201 Main Street, Suite 2200, Fort Worth, Texas
76102.


 


                Ms.
Gardner will deliver to Company such certificate or certificates with
instructions to Company to pay to Seller the amount of the Purchase Price.  Company covenants and agrees that 


 


 


 

















 


 


upon receipt of such certificate or
certificates, Company shall cancel the Warrants so that they will no longer be
issued and outstanding.


 


                Seller
represents that:  (a) Seller has good and
valid title to the Warrants free and clear of any security interest, pledge,
lien, encumbrance, or other adverse claim; and (b) Seller has full legal right
and power to sell, transfer, and deliver the Warrants to Company.


 


                Company
represents that it has received specific authority from its Board of Directors
to carry out the proposed warrant purchase transaction.


 


                This
Agreement contains the entire understanding between the parties and supersedes
any prior understandings and agreements between them respecting the subject
matter of this Agreement.


 


                This
Agreement shall for all purposes be deemed to be made under, and shall be
construed in accordance with, the laws of the State of Texas.


 


                This
Agreement contains the entire agreement of the parties hereto with respect to
the subject matter hereof and, except as expressly provided herein, may not be
changed or modified except by an instrument in writing signed by the respective
parties hereto.


 


                This
Agreement may be executed in multiple counterparts, each of which will be
deemed an original, and all of which together will constitute one and the same
instrument.


 


                This
Agreement shall be binding upon and inure to the benefit of the respective
parties hereto and their legal representatives, successors, and assigns.


 


 


 


                IN WITNESS WHEREOF, the parties hereto have
executed this Agreement to be effective as of the 18th day of September, 2007.


 


	
  COMPANY:

  	
   

  	
   

  	
   

  	
   

  	
  SELLER:

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  TGC
  Industries, Inc.

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
     Wayne Whitener,

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
     President and Chief

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
     Executive Officer

  	
   

  	
   

  



 


 


 


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