Exhibit 4.2


 


WARRANT AGREEMENT


 


This WARRANT AGREEMENT (this
“Agreement”) dated as of March 29, 2007, is entered into by and
among Global Geophysical Services, Inc., a Delaware corporation (the “Company”),
Kelso Investment Associates VII, L.P., a Delaware limited partnership (“KIA”)
and KEP VI, LLC, a Delaware limited liability company (“KEP,” KIA and
KEP, collectively, the “Purchaser”).


 


WITNESSETH:


 


WHEREAS, the Company is
party to a Warrant Call/Put Agreement, dated November 30, 2006, pursuant
to which it has the right to call 39,000 warrants from certain warrantholders
for a total purchase price of $2,486,250 and pursuant to which such
warrantholders also have the right to put such warrants to the Company for the
same price (the “Warrant Call/Put Agreement”); and the Company proposes
to finance the purchase of warrants pursuant to the Warrant Call/Put Agreement
by issuing to the Purchaser Class B warrants, as hereinafter described
(the “Warrants”) to purchase an aggregate of 39,000 shares (subject to
adjustment) of Class B common stock, $.01 par value per share of the
Company and the Purchaser desires to purchase Warrants;


 


NOW, THEREFORE, in
consideration of the premises and of the terms and conditions herein contained,
the parties hereto mutually agree as follows:


 


Section 1. Defined Terms.  The following capitalized terms when used in
this Agreement shall have the following meanings:


 


“Agreement” shall have the
meaning set forth in the first paragraph of this Agreement.


 


“Closing Price” for any
Security that is regularly traded on any market on each business day
means:  (a) if such Security is
listed or admitted to trading on any national stock exchange, the closing price
on such day on the principal exchange on which such Security is traded, or if
no sale takes place on such day, the average of the closing bid and asked
prices on such day or (b) if such Security is not then listed or admitted
to trading on any national stock exchange, the last reported sale price on such
day, or if there is no such last reported sale price on such day, the average
of the closing bid and the asked prices on such day, as reported by a reputable
national quotation source designated by the Company or the principal broker
making a market in such Security.  If
there are no such prices on a business day, then the Closing Price shall not be
determinable for such business day.


 


“Common Stock” shall mean
the Company’s Class A Common Stock, $.01 par value per share and the Class B
Common Stock, $.01 par value per share.


 


“Convertible Securities”
shall have the meaning set forth in Section 8(e).


 


“Current Market Price”
means, if the Common Stock is traded on a national stock exchange, the Nasdaq
National Market or the over-the-counter market, the average of the 


 

















 


Closing
Price over the ten trading days immediately preceding the date of valuation at
which the Common Stock has traded.


 


“Exercise Price” shall mean
$42.50 per share, as adjusted in accordance with the terms of this Agreement.


 


“Expiration Date” shall have
the meaning set forth in Section 6.


 


“Holders” shall have the
meaning set forth in Section 4.


 


“Independent Financial
Expert” shall mean an investment banking firm selected by the Board of
Directors of the Company (a) that does not (and whose directors, officers,
employees and Affiliates do not) have a direct or indirect financial interest
in the Company or any of its Affiliates, (b) that has not been, and, at
the time it is called upon to serve as an Independent Financial Expert under
this Agreement is not (and none of whose directors, officers, employees or
Affiliates is) a promoter, director or officer of the Company, (c) that
has not been retained by the Company or any of its Affiliates for any purpose,
other than to perform an equity valuation, within the preceding 12 months, and (d) that,
in the good faith judgment of the board of directors of the Company, is
otherwise qualified to serve as an independent financial advisor.


 


“Initial Public Offering”
means the Company’s first Public Offering.


 


“Public Offering” means any
underwritten public offering, initiated by resolution of the board of directors
of the Company, of the Common Stock pursuant to an effective registration
statement filed under the Securities Act.


 


“Reorganizations” shall have
the meaning set forth in Section 8(i).


 


“Securities Act” means the
Securities Act of 1933, as amended.


 


“Specified Value” per share
of Common Stock or of any other security (herein collectively referred to as a “Security”)
at any date shall be:  (a) if the
Security is not regularly traded in any market, the value of the Security
determined in good faith by the board of directors of the Company and certified
in a board resolution, which determination shall be final and binding upon the
Holders; provided that if any of the Holders of 10% or more of the Warrants
disagree with such valuation by the board of directors and provide notice of
such disagreement to the Company requesting an independent valuation, then the
Company shall select an Independent Financial Expert who shall determine the
value of such Security and whose customary compensation shall be provided by
the Holders requesting such independent valuation; (b) if the Security is
regularly traded in any market, the average of the Closing Prices for each
business day during the period commencing 10 business days before such date and
ending on the date one day prior to such date or, if the Security has been
regularly traded for less than 30 consecutive business days before such date,
then the average of the Closing Prices for all of the business days before such
date for which Closing Prices are available; provided that, if the Closing
Price is not determinable for at least 15 business days in such period, the
Specified Value of the Security shall be determined as if the Security was not
regularly traded; or (c) if the Security is registered under the Exchange
Act and is being sold in a firm commitment Public Offering, the public 


 


2

















 


offering
price of such Security set forth on the cover page of the prospectus
relating to such Public Offering.


 


“Transfer Agent” shall have
the meaning set forth in Section 10.


 


“Warrant Certificates” shall
have the meaning set forth in Section 2.


 


“Warrant Number” shall mean
the number of shares of Common Stock issuable upon the exercise of each
Warrant, subject to adjustment as provided in Section 8, which number
shall initially be one.


 


“Warrant Register” shall
mean the register maintained at the office of the Company pursuant to Section 4
in which the names of the Holders of Warrants shall be registered.


 


“Warrants” has the meaning
set forth in the preamble to this Agreement.


 


“Warrant Shares” means the
shares of Common Stock and other securities issuable upon exercise of the
Warrants.


 


Section 2. Closing
Warrant Certificates.  The closing of
the sale of the Warrants hereunder shall be subject to and shall occur on the
same day as the consummation of the Warrant Call/Put Agreement.  31,260 Warants shall be purchased by and
issued to KIA and 7,740 Warrants shall be purchased by and issued to KEP.  The total purchase price for the Warrants
shall be $2,486,250.  The Company will
issue and deliver a certificate or certificates evidencing the Warrants (the
“Warrant Certificates”) pursuant to this Agreement.  Such Warrant Certificates shall be
substantially in the form set forth as Exhibit “A” attached hereto (modified
for each Purchaser as indicated).  The
Warrant Certificates shall be dated the date of issuance by the Company.


 


Section 3. Execution of
Warrant Certificates.  The Warrant
Certificates shall be signed in original or by facsimile on behalf of the
Company by its Chairman of the Board, Chief Executive Officer, President or a
Vice President, and may be imprinted or otherwise reproduced on the Warrant Certificates
and, for such purpose, the Company may adopt and use the facsimile signature of
any person who shall have been Chairman of the Board, Chief Executive Officer,
President or a Vice President, notwithstanding the fact that at the time the
Warrant Certificates shall be delivered or disposed of he shall have ceased to
hold such office.  Each Warrant
Certificate shall also be signed on behalf of the Company by an original or
facsimile signature of its Secretary or an Assistant Secretary.


 


Section 4. Registration.  The Company shall number and register the
Warrant Certificates in the Warrant Register maintained for such purpose as
they are issued.  The Company may deem
and treat the registered holder(s) from time to time of the Warrant
Certificates (the “Holders”) as the absolute owner(s) thereof (notwithstanding
any notation of ownership or other writing thereon made by anyone) for all
purposes and shall not be affected by any notice to the contrary other than
notice delivered pursuant to Section 5 below.


 


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Section 5. Restrictions
on Transfer; Registration of Transfers.


 


(a)                                  Prior to any
sale, assignment or other transfer (a “transfer”) or proposed transfer
of the Warrants, unless such transfer is made pursuant to an effective
registration statement under the Securities Act, the transferring Holder will,
if requested by the Company, deliver to the Company an opinion of counsel,
reasonably satisfactory in form and substance to the Company, to the effect that
the Warrants may be sold or otherwise transferred without registration under
the Securities Act; provided, however, that with respect to transfers by
Holders to their Affiliates (including for this purpose, any distribution to a
partner of Purchaser), no such opinion shall be required.  Upon original issuance thereof, and until
such time as the same shall have been registered under the Securities Act or
sold pursuant to Rule 144 promulgated thereunder (or any similar rule or
regulation), each Warrant Certificate shall bear the legend included on the
first page of Exhibit “A”, unless in the opinion of such counsel,
such legend is no longer required by the Securities Act.


 


(b)                                 The Company
shall, upon compliance with the terms of Section 5(a), register the transfer
of any outstanding Warrant Certificates in the Warrant Register to be
maintained by the Company upon surrender of such Warrant Certificates at the
office of the Company maintained for such purpose pursuant to Section 16,
accompanied by (i) a written instrument or instruments of transfer in form
reasonably satisfactory to the Company, duly executed by the registered Holder
or Holders thereof or by the duly appointed legal representative thereof or by
a duly authorized attorney and (ii) payment of funds sufficient to pay any
stock transfer taxes payable upon the making of such transfer.  Upon any such registration of transfer, the
Company shall execute and deliver a new Warrant Certificate to the transferee
Holder(s) and in the denominations specified in such instrument of
assignment and the surrendered Warrant Certificate shall be canceled and
disposed of by the Company.  Subject to
the terms of Section 6, a Warrant, if properly assigned, may be exercised
by a new Holder without a new Warrant first having been issued.


 


(c)                                  If and when any
outstanding Warrant Certificate is assigned in blank, the Company may (but
shall not be obliged to) treat the bearer of such certificate as the absolute
owner of such Warrant for all purposes and the Company shall not be affected by
any notice to the contrary.


 


(d)                                 Subject to
compliance with this Section 5, any outstanding Warrant Certificates may
be divided or combined with other Warrants upon presentation at the aforesaid
office of the Company, together with a written notice specifying the names and
denominations in which the new Warrants are to be issued, signed by the Holder
of the surrendered Warrant Certificates or its agent or attorney.


 


Section 6. Warrants;
Exercise of Warrants.


 


(a)                                  Subject to the
terms of this Agreement, each Holder shall have the right, which may be
exercised commencing on the date of issuance of the Warrants and until 5:00 p.m.,
New York time, on the date that is the second anniversary of the Company’s
Initial Public Offering (the “Expiration Date”), to receive from the
Company the number of duly authorized, validly issued, fully paid and
nonassessable Warrant Shares (and such other consideration), free from all 


 


4

















 


Liens,
which the Holder may at the time be entitled to receive on exercise of such
Warrants and payment of the Exercise Price then in effect for such Warrant
Shares.  Each Warrant not exercised prior
to 5:00 p.m., New York time, on the Expiration Date shall become void and
all rights thereunder and all rights in respect thereof under this Agreement
shall cease as of such time.  No
adjustments as to dividends will be made upon exercise of the Warrants, except
as otherwise expressly provided herein.


 


(b)                                 Each Warrant
shall be exercisable, at the election of the Holder thereof, either in full or
from time to time in part, during normal business hours on any business day
prior to the Expiration Date.  A Warrant
may be exercised upon surrender to the Company at its office designated for
such purpose (as provided for in Section 16) of the Warrant Certificate or
Certificates to be exercised with the form of election to purchase attached
thereto duly filled in and signed and upon payment to the Company of the
Exercise Price for the number of Warrant Shares in respect of which such
Warrants are then exercised.  Payment of
the aggregate Exercise Price shall be made in cash or by certified or official
bank check payable to the order of the Company.


 


(c)                                  Subject to the
provisions of Section 6, upon such surrender of Warrant Certificates, and
payment of the Exercise Price, the Company shall issue and cause to be
delivered, as promptly as practicable, to or upon the written order of the
Holder and in such name or names as such Holder may designate a certificate or
certificates for the number of full Warrant Shares issuable upon the exercise
of such Warrants (and such other consideration as may be deliverable upon
exercise of such Warrants) together with cash for fractional Warrant Shares as
provided in Section 11.  The
certificate or certificates for such Warrant Shares shall be deemed to have
been issued and the person so named therein shall be deemed to have become a
holder of record of such Warrant Shares as of the close of business on the date
of the surrender of such Warrants, and payment of the Exercise Price,
irrespective of the date of delivery of such certificate or certificates for
Warrant Shares.  In the event that a
Warrant Certificate is exercised in respect of fewer than all of the Warrant
Shares issuable on such exercise at any time prior to the Expiration Date, a
new Warrant Certificate evidencing the remaining Warrant or Warrants will be
issued and delivered pursuant to the provisions of this Section 6 and Section 4.  All Warrant Certificates surrendered upon
exercise of Warrants shall be canceled and disposed of by the Company.  The Company shall keep copies of this
Agreement and any notices given or received hereunder available for inspection
by the Holders during normal business hours at its office.


 


(d)                                 In addition to
and without limiting the rights of the Holder under the terms hereof, at a
Holder’s option, a Warrant Certificate may be exercised by being converted in
whole or in part at any time or from time to time prior to the Expiration Date
for a number of shares of Common Stock having an aggregate Specified Value on
the date of such exercise equal to the difference between (i) the
Specified Value of the number of Warrant Shares in respect of which such
Warrant Certificate is then exercised and (ii) the aggregate Exercise
Price for such shares in effect at such time. 
The following equation illustrates how many Warrant Shares would then be
issued upon exercise pursuant to this Section 6(d):


 


5

















 


X = [N x (CMV – PSP)] ÷ CMV


 


where:


 


	
  CMV

  	
  =

  	
  Current Market Value per Warrant Share at date of exercise.

  
	
  PSP

  	
  =

  	
  Per share Exercise Price at date of exercise.

  
	
  N

  	
  =

  	
  Number of Warrant Shares in respect of which the Warrant Certificate
  is being exercised by conversion.

  
	
  X

  	
  =

  	
  Number
  of Warrant Shares issued upon exercise by conversion.

  



 


Upon any such exercise, the
number of Warrant Shares purchasable upon exercise of such Warrant Certificate
shall be reduced by the number of Warrant Shares so converted and, if a balance
of purchasable Warrant Shares remain after such exercise, the Company shall
execute and deliver to the Holder thereof a new Warrant Certificate for such
balance of Warrant Shares.  No payment of
any cash or other consideration to the Company shall be required from the
Holder of a Warrant in connection with any exercise thereof by conversion
pursuant to this Section 6(d).  Such
conversion shall be effective upon the date of receipt by the Company of the
original Warrant surrendered for cancellation and a written request from the
Holder thereof that the conversion pursuant to this Section 6(d) be
made, or at such later date as may be specified in such request.  No fractional shares arising out of the above
formula for determining the number of Warrant Shares issuable in such
conversion shall be issued, and the Company shall in lieu thereof make payment
to the Holder of cash in the amount of such fraction multiplied by the
Specified Value of a Warrant Share on the date of the conversion.


 


Section 7. Payment of
Taxes.  The Company will pay all
documentary stamp taxes and other governmental charges (excluding all federal
or state income, franchise, property or similar taxes) in connection with the
issuance or delivery of the Warrants hereunder, as well as all such taxes
attributable to the initial issuance or delivery of Warrant Shares upon the
exercise of Warrants and payment of the Exercise Price.  The Company shall not, however, be required
to pay any tax that may be payable in respect of any subsequent transfer of the
Warrants or any transfer involved in the issuance and delivery of Warrant
Shares in a name other than that in which the Warrants to which such issuance
relates were registered, and, if any such tax would otherwise be payable by the
Company, no such issuance or delivery shall be made unless and until the person
requesting such issuance has paid to the Company the amount of any such tax, or
it is established to the reasonable satisfaction of the Company that any such
tax has been paid.


 


Section 8. Adjustment of
Warrant Number.  The Warrant Number
is subject to adjustment from time to time upon the occurrence of the events
enumerated in, or as otherwise provided in, this Section 8.  Anything contained in this Section 8
notwithstanding, any adjustment made pursuant to any provision of this Section
8 shall be made without duplication of an adjustment otherwise required by and
made pursuant to another provision of this Section 8 on account of the same
facts or events.


 


(a)                                  Adjustment for Change in Capital
Stock.  If the Company:


 


(i)                                     pays a dividend
or makes a distribution on its Common Stock in shares of its Common Stock;


 


6

















 


(ii)                                  subdivides or
reclassifies its outstanding shares of Common Stock into a greater number of
shares;


 


(iii)                               combines or
reclassifies its outstanding shares of Common Stock into a smaller number of
shares;


 


(iv)                              makes a
distribution on Common Stock in shares of its capital stock other than Common
Stock; or


 


(v)                                 issues by reclassification
of its Common Stock any shares of its capital stock (other than
reclassifications arising solely as a result of a change in the par value or no
par value of the Common Stock);


 


then the Warrant Number in
effect immediately prior to such action shall be proportionately adjusted so
that the Holder of any Warrant thereafter exercised may receive the aggregate
number and kind of shares of capital stock of the Company which it would have
owned immediately following such action if such Warrant had been exercised
immediately prior to such action.  The
adjustment shall become effective immediately after the time of payment or
distribution, as appropriate, in the case of a dividend or distribution and
immediately after the effective date in the case of a subdivision, combination
or reclassification.


 


Such adjustment shall be
made successively whenever any event listed above shall occur.  If the occurrence of any event listed above
results in an adjustment under subsection (b) or (c) of this Section 8,
no further adjustment shall be made under this subsection (a).  The Company shall not issue shares of Common
Stock as a dividend or distribution on any class of capital stock other than
Common Stock, unless the Holders also receive such dividend or distribution on
a ratable basis or the appropriate adjustment to the Warrant Number is made
under this Section 8.


 


(b)                                 Adjustment
for Rights Issue.  If the
Company distributes (and receives no consideration therefor) any rights,
options or warrants (whether or not immediately exercisable) to holders of any
class of its Common Stock entitling them to purchase shares of Common Stock at
a price per share less than the Specified Value per share on the record date
relating to such distribution, the Warrant Number shall be adjusted in
accordance with the following formula:


 


W’ = W x {(O + N) ÷
[O + [(N x P) ÷ M]]}


 


where:


 


	
  W’

  	
  =

  	
  the adjusted Warrant Number.

  
	
  W

  	
  =

  	
  the Warrant Number immediately prior to the record date for any such
  distribution.

  
	
  O

  	
  =

  	
  the number of shares of Common Stock outstanding on the record date
  for any such distribution.

  
	
  N

  	
  =

  	
  the number of additional shares of Common Stock issuable upon
  exercise of such rights, options or warrants.

  
	
  P

  	
  =

  	
  the exercise price per share of such rights, options or warrants.

  
	
  M

  	
  =

  	
  the
  Specified Value per share of Common Stock on the record date for any such
  distribution.

  



 


7














 


The adjustment shall be made
successively whenever any such rights, options or warrants are issued and shall
become effective immediately after the record date for the determination of
stockholders entitled to receive the rights, options or warrants.  If at the end of the period during which such
rights, options or warrants are exercisable, not all rights, options or
warrants shall have been exercised, the adjusted Warrant Number shall be
immediately readjusted to what it would have been if “N” in the above formula
had been the number of shares actually issued; provided, however, to the extent
that any Warrants have been exercised prior to any such readjustment, the
number of Warrant Shares that have been delivered or the number of Warrant
Shares to be delivered pursuant to such exercise shall not be subject to any
readjustment.


 


(c)           Adjustment
for Other Distributions.  If
the Company distributes to all holders of any class of its Common Stock (i) any
evidences of indebtedness of the Company or any of its subsidiaries, (ii) any
assets of the Company or any of its subsidiaries, or (iii) any rights, options
or warrants to acquire any of the foregoing or to acquire any other Securities
of the Company, the Warrant Number shall be adjusted in accordance with the following
formula:


 


W’ = W x [M ÷ (M – F)]


 


where:


 


	
  W’

  	
  =

  	
  the adjusted Warrant Number.

  
	
  W

  	
  =

  	
  the Warrant Number immediately prior to the record date mentioned
  below.

  
	
  M

  	
  =

  	
  the Specified Value per share of Common Stock on the record date
  mentioned below.

  
	
  F

  	
  =

  	
  the
  Specified Value on the record date mentioned below with respect to any other
  Securities or the fair market value on the record date mentioned below with
  respect to any indebtedness, assets, rights, options or warrants
  distributable to the holder of one share of Common Stock.

  



 


The adjustment shall be made
successively whenever any such distribution is made and shall become effective
immediately after the record date for the determination of stockholders
entitled to receive the distribution.  If
an adjustment is made pursuant to this subsection as a result of the issuance
of rights, options or warrants and at the end of the period during which any
such rights, options or warrants are exercisable, not all such rights, options
or warrants shall have been exercised, the adjusted Warrant Number shall be
immediately readjusted as if “F” in the above formula was the fair market value
on the record date of the indebtedness or assets actually distributed upon
exercise of such rights, options or warrants divided by the number of shares of
Common Stock outstanding on the record date; provided, however, to the extent
that any Warrants have been exercised prior to any such readjustment, the
number of Warrant Shares that have been delivered or the number of Warrant Shares
to be delivered pursuant to such exercise shall not be subject to any
readjustment.  In any case in which this Section
8(c) shall require that an adjustment in the Warrant Number be made effective
immediately after the record date for a specified event, the Company may elect
to defer until the exercise of such rights, options or warrants issuing to the
Holder of any Warrant exercised after such record date the number of Warrant
Shares, if any, issuable upon such exercise over and above the number of Warrant



 


8

















 


Shares,
if any, issuable upon such exercise on the basis of the Warrant Number in
effect prior to such adjustment; provided, however, that the Company shall
deliver to such Holder a due bill or other appropriate instrument evidencing
such Holder’s right to receive such additional Warrant Shares upon the exercise
of such rights, options or warrants.


 


This subsection does not
apply to any transaction described in subsection (a) of this Section 8 or to
rights, options or warrants referred to in subsection (b) or (d) of this Section
8.


 


Such fair market value shall
be determined in good faith by the board of directors of the Company, whose
determination shall be described in a duly adopted resolution certified by the
Company’s Secretary or Assistant Secretary, which determination shall be final
and binding upon the Holders.


 


(d)           Adjustment for Common Stock Issue.  If the Company issues shares of Common Stock
(including treasury shares) for a consideration per share less than the
Specified Value per share on the date the Company fixes the offering price of
such additional shares, the Warrant Number shall be adjusted in accordance with
the following formula:


 


W’ = W x {A ÷ [O + (P ÷ M)]}


 


where:


 


	
  W’

  	
  =

  	
  the adjusted Warrant Number.

  
	
  W

  	
  =

  	
  the Warrant Number immediately prior to any such issuance.

  
	
  O

  	
  =

  	
  the number of shares of Common Stock outstanding immediately prior to
  the issuance of such additional shares of Common Stock.

  
	
  P

  	
  =

  	
  the aggregate consideration received for the issuance of such
  additional shares of Common Stock.

  
	
  M

  	
  =

  	
  the Specified Value per share of Common Stock on the date of issuance
  of such additional shares.

  
	
  A

  	
  =

  	
  the
  number of shares of Common Stock outstanding immediately after the issuance
  of such additional shares of Common Stock.

  



 


The adjustment shall be made
successively whenever any such issuance is made, and shall become effective
immediately after such issuance.


 


This subsection (d) does not
apply to any of the transactions described in subsection (a) of this Section 8
or the issuances described below:


 


(i)            The issuance of
Common Stock upon the conversion, exercise or exchange of any Convertible
Securities (as defined below), including the Warrants, outstanding on the date
hereof or for which an adjustment has been made pursuant to this Section 8; or


 


(ii)           (A) The grant of
rights to purchase shares of Common Stock and the issuance of such shares of
Common Stock upon exercise of such rights, to directors, members of management
or employees of the Company and its subsidiaries pursuant to management
incentive plans, employee incentive plans, stock option and stock purchase
plans or agreements adopted by the board of directors of the Company and (B) following
the acquisition by the 


 


9

















 


Company
of any of the rights or shares referred to in clause (A) the reissuance of any
such acquired rights and the issuance of shares of Common Stock upon exercise
thereof and (C) the grant of any rights under a phantom stock plan, stock
appreciation rights plan or other deferred compensation plan to officers,
directors or employees of the Company and its subsidiaries adopted by the Board
of Directors of the Company.


 


(e)           Adjustment
for Convertible Securities Issue. 
If the Company issues any options, warrants or other securities
convertible into or exchangeable or exercisable for Common Stock (“Convertible
Securities”) (other than securities issued in transactions described in
subsection (b) or (c) of this Section 8) for a consideration per share of
Common Stock deliverable upon conversion, exchange or exercise of such
securities less than the Specified Value per share on the date of issuance of
such securities, the Warrant Number shall be adjusted in accordance with the
following formula:


 


W’ = W x {(O + D) ÷
[O + (P ÷ M)]}


 


where:


 


	
  W’

  	
  =

  	
  the adjusted Warrant Number.

  
	
  W

  	
  =

  	
  the Warrant Number immediately prior to any such issuance.

  
	
  O

  	
  =

  	
  the number of shares of Common Stock outstanding immediately prior to
  the issuance of such securities.

  
	
  P

  	
  =

  	
  the sum of the aggregate consideration received for the issuance of
  such securities and the aggregate minimum consideration receivable by the
  Company for issuance of Common Stock upon conversion or in exchange for, or
  upon exercise of, such securities.

  
	
  M

  	
  =

  	
  the Specified Value per share of Common Stock on the date of issuance
  of such securities.

  
	
  D

  	
  =

  	
  the
  maximum number of shares of Common Stock deliverable upon conversion or in
  exchange for or upon exercise of such securities at the initial conversion,
  exchange or exercise rate.

  



 


The adjustment shall be made
successively whenever any such issuance is made, and shall become effective
immediately after such issuance.


 


If all of the Common Stock
deliverable upon conversion, exchange or exercise of such securities has not
been issued when the conversion, exchange or exercise rights of such securities
have expired or been terminated, then the adjusted Warrant Number shall
promptly be readjusted to the adjusted Warrant Number which would then be in
effect had the adjustment upon the issuance of such securities been made on the
basis of the actual number of shares of Common Stock issued upon conversion,
exchange or exercise of such securities. 
If the aggregate minimum consideration receivable by the Company for
issuance of Common Stock upon conversion or in exchange for, or upon exercise
of, such securities shall be increased or decreased by virtue of provisions
therein contained or upon the arrival of a specified date or the happening of a
specified event, then the Warrant Number shall promptly be readjusted to the
Warrant Number which would then be in effect had the adjustment upon the
issuance of such securities been made on the basis of such increased or
decreased minimum consideration.  To the 


 


10

















 


extent
that any Warrants have been exercised prior to any such readjustment, the
number of Warrant Shares that have been delivered or the number of Warrant
Shares to be delivered pursuant to such exercise shall not be subject to any
readjustment. In any case in which this Section 8(e) shall require that an
adjustment in the Warrant Number be made effective immediately after any such
issuance, the Company may elect to defer until the conversion, exchange or
exercise of such securities issuing to the Holder of any Warrant exercised
after such record date the number of Warrant Shares, if any, issuable upon such
exercise over and above the number of Warrant Shares, if any, issuable upon
such exercise on the basis of the Warrant Number in effect prior to such
adjustment; provided, however, that the Company shall deliver to such Holder a
due bill or other appropriate instrument evidencing such Holder’s right to
receive such additional Warrant Shares upon the conversion, exchange or
exercise of such securities.


 


This subsection (e) does not
apply to the issuance of the Warrants or to any of the transactions described
in paragraph (b) of this Section 8 or excluded from the provisions of paragraph
(d) of this Section 8.


 


(f)            Consideration Received. 
For purposes of any computation respecting consideration received
pursuant to subsections (d) and (e) of this Section 8, the following shall
apply:


 


(i)            in the case of the
issuance of shares of Common Stock for cash, the consideration shall be the
amount of such cash (without any deduction being made for any commissions,
discounts or other expenses incurred by the Company for any underwriting of the
issue or otherwise in connection therewith);


 


(ii)           in the case of the issuance
of shares of Common Stock for a consideration in whole or in part other than
cash, the consideration other than cash shall be deemed to be the fair market
value thereof (irrespective of the accounting treatment thereof) as determined
in good faith by the board of directors of the Company; and


 


(iii)          in the case of the
issuance of options, warrants or other securities convertible into or
exchangeable or exercisable for shares of Common Stock, the aggregate
consideration received therefor shall be deemed to be the consideration
received by the Company for the issuance of such securities plus the additional
minimum consideration, if any, to be received by the Company upon the
conversion, exchange or exercise thereof (the consideration in each case to be
determined in the same manner as provided in clauses (i) and (ii) of this
subsection).


 


(g)           When De
Minimis Adjustment May Be Deferred. 
No adjustment in the Warrant Number need be made unless the adjustment
would require an increase or decrease of at least 1% in the Warrant
Number.  Any adjustment that is not made
shall be carried forward and taken into account in any subsequent adjustment,
provided that no such adjustment shall be deferred beyond the date on which a
Warrant is exercised.  All calculations
under this Section 8 shall be made to the nearest 1/100th of a share.


 


(h)           Excluded
Issuances.  Anything herein to
the contrary notwithstanding, the Company shall not be required to make any
adjustment to the Warrant Number in the case of the 


 


11

















 


following
issuances or deemed issuances of Common Stock from and after the date
hereof:  (i) issuances upon the exercise
or conversion of any Convertible Securities granted, issued and outstanding on
or prior to the date hereof; (ii) issuances upon the grant or exercise of any
stock or options which have been or may hereafter be granted or exercised under
any employee benefit plan, stock option plan or restricted stock plan of the
Company, so long as such agreement, arrangement or plan was or is approved by a
majority of the independent members of the Board of Directors of the Company or
a majority of the members of a committee of independent directors established
for such purpose; (iii) issuances of securities as consideration for a merger
or consolidation with, or purchase of assets from, a non-Affiliated third party
or in connection with any strategic partnership or joint venture with a
non-Affiliated third party; and (iv) shares of Common Stock issued (or issuable
upon exercise, exchange or conversion of rights, options or warrants
outstanding from time to time) which the Holders of a majority of the Warrants
elect to treat as an excluded issuance hereunder.


 


(i)            No Multiple Adjustments. 
If an adjustment is made upon the establishment of a record date for a
distribution subject to subsection (a), (b) or (c) of this Section 8 and such
distribution is subsequently canceled, the Warrant Number then in effect shall
be readjusted, effective as of the date when the board of directors of the
Company determines to cancel such distribution, to that which would have been
in effect if such record date had not been fixed.  To the extent the Warrants become convertible
into cash, no adjustment need be made thereafter as to the amount of cash into
which such Warrants are exercisable. 
Interest will not accrue on the cash.


 


(j)            Reorganizations.  In
case of any capital reorganization or reclassification of the Capital Stock of
the Company (other than in the cases referred to in Section 8(a), (b), (c), (d)
or (e) of this Section 8 other than a change in par value without a change in
the number of shares), the consolidation or merger of the Company with or into
another Person (other than a merger or consolidation in which the Company is
the continuing corporation and which does not result in any reclassification of
the outstanding shares of Common Stock into shares of other stock or other
securities or property of any other Person), or the sale of the property of the
Company as an entirety or substantially as an entirety (collectively, such
actions being hereinafter referred to as “Reorganizations”), there shall
thereafter be deliverable upon exercise of any Warrant (in lieu of the number
of shares of stock or other securities or property to which a holder of the
number of shares of Common Stock theretofore deliverable) the kind and number
of shares of stock or other securities or property to which a holder of the
number of shares of Common Stock that would otherwise have been deliverable
upon the exercise of such Warrant would have been entitled upon such
Reorganization if such Warrant had been exercised in full immediately prior to
such Reorganization.  In case of any
Reorganization, appropriate adjustment, as determined in good faith by the
Board of Directors of the Company, whose determination shall be described in a
duly adopted resolution certified by the Company’s Secretary or Assistant
Secretary, shall be made in the application of the provisions herein set forth
with respect to the rights and interests of Holders so that the provisions set
forth herein shall thereafter be applicable, as nearly as possible, in relation
to any shares or other property thereafter deliverable upon exercise of
Warrants.


 


The Company shall not effect
any such Reorganization unless prior to or simultaneously with the consummation
thereof the successor Person (if other than the Company) or the Person 


 


12

















 


purchasing
or leasing such assets or other appropriate Person shall expressly assume, by a
supplemental Warrant Agreement or other acknowledgment satisfactory to the
Holders executed and delivered to the Holders, the obligation to deliver to
each such Holder such shares of stock or other securities or property as, in
accordance with the foregoing provisions, such Holder may be entitled to
purchase, and all other obligations and liabilities under this Agreement.


 


(k)           Form of
Warrants.  Irrespective of any
adjustments in the number or kind of shares purchasable upon the exercise of
the Warrants, Warrants theretofore or thereafter issued may continue to express
the same price and number and kind of shares as are stated in the Warrants
initially issuable pursuant to this Agreement.


 


(l)            Other Dilutive Events. 
In case any event shall occur as to which the provisions of this Section
8 are not strictly applicable, but the failure to make any adjustment would not
fairly protect the purchase rights represented by the Warrants in accordance
with the essential intent and principles of this Section 8, then, in each such
case, the Company shall make a good faith adjustment to the Exercise Price and
the Warrant Number in accordance with the intent of this Section 8 and, upon
the written request of the holders of a majority of the Warrants, shall appoint
an Independent Financial Expert, which shall give their opinion upon the
adjustment, if any, on a basis consistent with the essential intent and
principles established in this Section 8, necessary to preserve, without
dilution, the purchase rights represented by these Warrants.  Upon receipt of such opinion, the Company
shall promptly mail a copy thereof to the Holder of each Warrant and shall make
the adjustments described therein.


 


(m)          Miscellaneous.  In case at any time or from time to time the
Company shall take any action in respect of its Common Stock, other than any
action described in this Section 8 then the number of shares of Common Stock
for which this Warrant is exercisable shall be adjusted in such manner as may
be equitable in the circumstances.  For
purpose of this Section 8 the term “shares of Common Stock” shall mean (i) shares
of any class of stock designated as common stock of the Company as of the date
of this Agreement, (ii) shares of any other class of stock resulting from
successive changes or reclassification of such shares consisting solely of
changes in par value, or from par value to no par value, or from no par value
to par value and (iii) shares of common stock of the Company or options,
warrants or rights to purchase common stock of the Company or evidences of
indebtedness, shares of stock or securities convertible into or exchangeable
for shares of common stock of the Company outstanding on the date hereof and
shares of common stock of the Company issued upon exercise, conversion or
exchange of such securities.  In the
event that at any time, as a result of an adjustment made pursuant to this Section
8 the Holders of Warrants shall become entitled to purchase any securities of
the Company other than, or in addition to, shares of Common Stock, thereafter
the number or amount of such other securities so purchasable upon exercise of
each Warrant shall be subject to adjustment from time to time in a manner and
on terms as nearly equivalent as practicable to the provisions with respect to
the Warrant Shares contained in subsections (a) through (k) of this Section 8,
inclusive, and the provisions of Sections 4, 5, 6 and 10 hereof with respect to
the Warrant Shares or the Common Stock shall apply on like terms to any such
other securities.


 


Section 9. Notices to Holders. 
Upon any adjustment pursuant to Section 8 hereof, the Company shall
thereafter (a) cause to be filed with the Company a certificate signed by the
principal financial officer of the Company setting forth the Warrant Number
after such 


 


13

















 


adjustment and setting forth in
reasonable detail the method of calculation and the facts upon which such
calculations are based, and (b) cause to be given to each of the Holders at its
address appearing on the Warrant Register written notice of such
adjustments.  Where appropriate, such
notice may be given in advance and included as a part of the notice required to
be mailed under the other provisions of this Section 9.


 


In case:


 


(i)            the Company shall
authorize the issuance to all holders of shares of Common Stock of rights,
options or warrants to subscribe for or purchase shares of Common Stock or of
any other subscription rights or warrants;


 


(ii)           the Company shall
authorize the distribution to all holders of shares of Common Stock of assets,
including cash, evidences of its indebtedness, or other securities;


 


(iii)          of any
consolidation or merger to which the Company is a party and for which approval
of any stockholders of the Company is required, or of the conveyance or
transfer all or substantially all of the properties and assets of the Company,
or of any reclassification or change of Common Stock issuable upon exercise of
the Warrants (other than a change in par value, or from par value to no par
value, or from no par value to par value, or as a result of a subdivision or
combination), or a tender offer or exchange offer for shares of Common Stock;
or


 


(iv)          of the voluntary or involuntary
dissolution, liquidation or winding up of the Company;


 


then the Company shall
cause to be given to each of the Holders at its address appearing on the
Warrant Register, at least 15 days prior to the applicable record date
hereinafter specified, or the date of the event in the case of events for which
there is no record date, in accordance with the provisions of Section 13, a
written notice stating (A) the date as of which the holders of record of shares
of Common Stock to be entitled to receive any such rights, options, warrants or
distribution are to be determined, or (B) the initial expiration date set forth
in any tender offer or exchange offer for shares of Common Stock, or (C) the
date on which any such consolidation, merger, conveyance, transfer,
dissolution, liquidation or winding up is expected to become effective or
consummated, and the date as of which it is expected that holders of record of
shares of Common Stock shall be entitled to exchange such shares for securities
or other property, if any, deliverable upon such reclassification,
consolidation, merger, conveyance, transfer, dissolution, liquidation or
winding up.  The failure to give the
notice required by this Section 9 or any defect therein shall not affect the
legality or validity of any distribution, right, option, warrant,
consolidation, merger, conveyance, transfer, dissolution, liquidation or
winding up, or the vote upon any action.


 


Section 10. Reservation
of Warrant Shares.  The Company shall
at all times reserve and keep available, free from preemptive rights (except as
otherwise provided herein), out of the aggregate of its authorized but unissued
Common Stock or its authorized and issued Common Stock held in its treasury,
for the purpose of enabling it to satisfy any obligation to issue Warrant
Shares upon exercise of Warrants, the maximum number of shares of Common Stock
which may then be deliverable upon the exercise of all outstanding Warrants.


 


14

















 


The Company or, if
appointed, the transfer agent for the Common Stock and each transfer agent for
any shares of the Company’s capital stock issuable upon the exercise of any of
the Warrants (collectively, the “Transfer Agent”) will be irrevocably
authorized and directed at all times to reserve such number of authorized
shares as shall be required for such purpose. 
The Company shall keep a copy of this Agreement on file with any such
Transfer Agent.  The Company will supply
any such Transfer Agent with duly executed certificates for such purposes and
will provide or otherwise make available all other consideration that may be
deliverable upon exercise of the Warrants. 
The Company will furnish any such Transfer Agent a copy of all notices
of adjustments and certificates related thereto, transmitted to each Holder
pursuant to Section 9.


 


Before taking any action
which would cause an adjustment pursuant to Section 8 to reduce the Exercise
Price below the then par value (if any) of the Warrant Shares, the Company
shall take any corporate action which may, in the opinion of its counsel, be
necessary in order that the Company may validly and legally issue duly
authorized, fully paid and nonassessable Warrant Shares at the Exercise Price
as so adjusted.


 


The Company covenants that
all Warrant Shares and other capital stock issued upon exercise of Warrants
will, upon payment of the Exercise Price therefor and issue thereof, be validly
authorized and issued, fully paid, nonassessable, free of preemptive rights and
free, subject to Section 7, from all Liens but such Warrant Shares shall be
subject to the terms and conditions of the Stockholders’ Agreement.


 


Section 11. Fractional
Interests.  The Company shall not be
required to issue fractional Warrant Shares on the exercise of Warrants.  If more than one Warrant shall be presented
for exercise in full at the same time by the same holder, the number of full
Warrant Shares which shall be issuable upon the exercise thereof shall be
computed on the basis of the aggregate number of Warrant Shares purchasable on
exercise of the Warrants so presented. 
If any fraction of a Warrant Share would, except for the provisions of
this Section 11, be issuable on the exercise of any Warrants (or specified
portion thereof), the Company shall pay an amount in cash equal to the
Specified Value of the Warrant Share so issuable multiplied by such fraction.


 


Section 12. Mutilated or
Missing Warrant Certificates.  If a
mutilated Warrant Certificate is surrendered to the Company, or if the Holder
of a Warrant Certificate claims and submits an affidavit or other evidence
satisfactory to the Company to the effect that the Warrant Certificate has been
lost, destroyed or wrongfully taken, the Company shall issue a replacement
Warrant Certificate.  If required by the
Company such Holder must provide an indemnity bond, or other form of indemnity,
sufficient in the judgment of the Company to protect the Company from any loss
which it may suffer if a Warrant Certificate is replaced.  If any institutional Holder (or nominee
thereof) is the owner of any such lost, stolen or destroyed Warrant
Certificate, then the affidavit of an authorized officer of such owner, setting
forth the fact of loss, theft or destruction and of its ownership of the
Warrant Certificate at the time of such loss, theft or destruction shall be
accepted as satisfactory evidence thereof and no further indemnity shall be
required as a condition to the execution and delivery of a new Warrant
Certificate other than the unsecured written agreement of such owner to
indemnify the Company or, at the option of such institutional Holder, an
indemnity bond in the amount of the Specified Value of the Warrant Shares for
which such Warrant Certificate was exercisable.


 


15














 


Section 13. Taking of
Record; Stock and Warrant Transfer Books. 
In the case of all dividends or other distributions by the Company to
the Holders of its Common Stock with respect to which any provision of Section
8 refers to the taking of a record of such Holders, the Company will in each
such case take such a record and will take such record as of the close of
business on a business day.  The Company
will not at anytime, except (a) upon dissolution, liquidation or winding up, or
(b) for purposes of declaring and paying a dividend or matters related to
voting by stockholders of the Company, close its stock transfer books or the
Warrant Register so as to result in preventing or delaying the exercise or
transfer of any Warrant.


 


Section 14. Limitation of
Liability.  No provision hereof in
the absence of affirmative action by the Holder of a Warrant to purchase shares
of Common Stock, and no mere enumeration herein of the rights or privileges of
a Holder, shall give rise to any liability of such Holder for the Exercise
Price or as a stockholder of the Company, whether such liability is asserted by
the Company or by creditors of the Company.


 


Section 15. Rights of the
Holder.  Nothing contained in this
Agreement or in any Warrant Certificate shall be construed as conferring upon
the Holders, prior to the exercise of such Warrants, any rights as a
stockholder.


 


Section 16. Office of the
Company.  As long as any of the
Warrants remains outstanding, the Company shall maintain an office where the
Warrants may be presented for exercise, transfer, division or combination as
provided for herein.  Such office shall
be located at Global Geophysical Services, Inc., 3535 Briarpark Dr., Suite 200,
Houston, TX 77042, unless and until the Company shall designate and maintain some
other office for such purposes and give written notice thereof to the Holders
of all outstanding Warrants.


 


Section 17. Representations
and Warranties.  (a) The Company
hereby represents and warrants to the Purchaser as follows:


 


(i)            The Company is a corporation
duly incorporated, validly existing and in good standing under the laws of the
state of Delaware, and has all requisite corporate power and authority to carry
on its business.


 


(ii)           The Company has
taken all corporate actions necessary to authorize it (A) to execute, deliver
and perform all of its obligations under this Agreement, (B) to issue and
perform all of its obligations under the Warrants, and (C) to consummate the
transactions contemplated hereby. This Agreement is a legally valid and binding
obligation of the Company, enforceable against it in accordance with its terms.


 


(iii)          The total
authorized capital stock of the Company consists of 30,000,000 shares of Class A
Common Stock, $.01 par value per share, of which there are 3,829,100 shares
issued and outstanding, 120,000,000 shares of Class B Common Stock, $.01 par
value per share, of which there are 4,502,090 shares issued and outstanding,
and 50,000,000 shares of Preferred Stock, $.01 par value per share, all of
which have been designated as Series A Convertible Preferred Stock, of which
there are 20,243,000 shares issued and outstanding.  All of the issued and outstanding shares of
capital stock of the Company have been duly authorized and validly issued, are fully
paid and nonassessable and were not issued in violation of, and are not subject



 


16

















 


to
any preemptive or similar rights.  The
Warrant Shares issuable upon exercise of the Warrants have been duly and
validly reserved for issuance, and upon issuance in accordance with the terms
of this Agreement, shall be duly and validly issued, fully paid and
nonassessable and free of restrictions on transfer, other than applicable
federal and state securities laws, and will be issued in compliance with all
applicable federal and state securities laws.


 


(iv)          Except for this
Agreement, except as provided in the Stockholders Agreement, dated as of November
30, 2006, among the Company, Purchaser and certain other parties named therein,
and except for any options permitted to be issued pursuant to the terms of the
Stockholders Agreement, there are no outstanding (A) securities convertible
into or exchangeable for any capital stock of the Company, (B) options,
warrants or other rights to purchase or subscribe to capital stock of the
Company or securities convertible into or exchangeable for capital stock of the
Company, (C) contracts, commitments, agreements, understandings, arrangements,
calls or claims of any kind relating to the issuance of any capital stock of
the Company, any such convertible or exchangeable securities or any such
options, warrants or rights or (D) voting trusts, agreements, contracts,
commitments, understandings or arrangements with respect to the voting of any
of the capital stock of the Company. 
Except for this Agreement, the Company has not entered into any
agreement to issue, purchase or sell any of its capital stock.


 


(v)           Neither the
execution, delivery or performance of this Agreement, by the Company nor the
compliance with its obligations hereunder, nor the consummation of the
transactions contemplated hereby, nor the issuance, sale or delivery of the
Warrants will:  (A) violate any provision
of the organizational documents of the Company; (B) violate any law to which
the Company may be subject; (C) permit or cause the acceleration of the
maturity of any indebtedness or other obligation of the Company; or (D) violate,
or be in conflict with, or constitute a default under, or permit the
termination of, or require the consent of any Person under, or result in the
creation or imposition of any Lien (other than Permitted Liens) upon any
property of the Company under, any mortgage, indenture, loan agreement, note,
debenture, agreement for borrowed money or any other agreement to which the
Company is a party or by which the Company may be bound.


 


(vi)          Assuming the truth
and correctness of the representations and warranties of Purchaser set forth in
subsection (b) below, the sale of the Warrants and Warrant Shares hereunder is
exempt from registration under the Securities Act.  In the case of each offer or sale of the
Warrants and Warrant Shares, no form of general solicitation or general
advertising was used by the Company or its representatives, including, but not
limited to, advertisements, articles, notices or other communications published
in any newspaper, magazine or similar medium or broadcast over television or
radio, or any seminar or meeting whose attendees have been invited by any
general solicitation or general advertising.


 


(vii)         The Company agrees
that neither it, nor anyone acting on its behalf, will offer or sell any other
Securities if such offer or sale might bring the issuance and sale of the
Warrants or Warrant Shares to Purchaser hereunder within the provisions of Section
5 of the Securities Act, or otherwise approach or negotiate with respect
thereto, with anyone if the sale of the Warrants and Warrant Shares and any
such Securities could be integrated as a single offering for the purposes of
the Securities Act, including without limitation Regulation D thereunder.


 


17

















 


(b)           Each Purchaser
represents and warrants to the Company with respect to itself that:


 


(i)            Such Purchaser is
acquiring the Warrant Shares to be purchased by it for investment purposes
only, for its own account, and not as nominee or agent for any other Person,
and not with a view to, or for resale in connection with, any distribution
thereof within the meaning of the Securities Act.


 


(ii)           Such Purchaser is
an “accredited investor” within the meaning of Rule 501 of Regulation D as
promulgated under the Securities Act. Such Purchaser was not organized for the
specific purpose of acquiring the Warrant Shares.


 


(iii)          Such Purchaser has
sufficient knowledge and experience in investing in companies similar to the
Company so as to be able to evaluate the risks and merits of its investment in
the Company, and such Purchaser is able financially to bear the risks thereof.


 


(iv)          Such Purchaser has
had the opportunity to ask questions of management of the Company and has had
those questions satisfactorily answered and has performed adequate due
diligence on the Company and the business and operations of the Company.


 


(v)           Such Purchaser has
taken all actions necessary to authorize it (a) to execute, deliver and perform
all of its obligations under this Agreement and (b) to consummate the
transactions contemplated hereby and thereby.


 


Section 18. Notices to
the Company and Holders.  All notices
and other communications provided for or permitted hereunder shall be in
writing and shall be made by hand-delivery, first class mail, facsimile or
overnight air courier guaranteeing next day delivery addressed to the Company
at its principal office located at Global Geophysical Services, Inc., 3535
Briarpark Dr., Suite 200, Houston, TX 77042, (facsimile no.: (713) 979-1529)
and to each of the Holders at its address appearing on the Warrant
Register.  All such notices and
communications shall be deemed to have been duly given: at the time delivered
by hand, if personally delivered; five business days after being deposited in
the mail, postage prepaid, if mailed (so long as a fax copy is sent and receipt
acknowledged within two business days after mailing); when receipt acknowledged,
if faxed; and the next business day after timely delivery to the courier, if
sent by overnight air courier guaranteeing next day delivery.  The parties and Holders may change the
addresses to which notices are to be given by giving five days’ prior written
notice of such change in accordance herewith.


 


Section 19. Amendments;
Waivers.  This Agreement may not be
amended, without the consent of each Holder whose rights would be affected by
such amendment, to change (i) any price at which the Warrant may be exercised,
(ii) the period during which the Warrant may be exercised, (iii) the number or
type of securities to be issued upon the exercise thereof or (iv) the
provisions of this Section 19.


 


Section 20. Governing
Law; Submission to Jurisdiction. 
This Agreement and all issues hereunder shall be governed by and
construed in accordance with the internal laws of the State of New York
(without reference to principles of conflicts of law).


 


18

















 


Section 21. Entire Agreement. 
This Agreement constitutes the entire agreement and understanding of the
parties hereto and respective of the subject matter contained herein, and there
are no restrictions, promises, representations, warranties, covenants, or
undertakings with respect to the subject matter hereof, other than expressly
set forth or referred to herein or therein. 
This Agreement supersedes all prior agreements and understandings
between the parties hereto with respect to the subject matter hereof.


 


Section 22. Miscellaneous. 
This Agreement shall be binding upon and shall inure to the benefit of
the parties, and their respective successors and assigns.


 


(a)           Section headings are
inserted for convenience only and do not form a part of this Agreement.


 


(b)           This Agreement shall
terminate if all Warrants have been exercised pursuant to this Agreement.


 


(c)           Nothing in this
Agreement shall be construed to give to any person or corporation other than
the Company and the Holders any legal or equitable right, remedy or claim under
this Agreement; but this Agreement shall be for the sole and exclusive benefit
of the Company and the Holders.


 


(d)           This Agreement may
be executed in any number of counterparts, each of which shall be deemed an
original, but all of which together shall constitute one and the same
instrument.


 


* * * * * * * * *


 


19

















 


IN WITNESS WHEREOF, the
parties hereto have caused this Agreement to be duly executed as of the day and
year first above written.


 


	
   

  	
  GLOBAL
  GEOPHYSICAL SERVICES, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Craig
  Lindberg,

  
	
   

  	
   

  	
  Senior
  Vice President and 

  
	
   

  	
   

  	
  Chief
  Financial Officer

  



 


 


[Warrant Agreement Signature Page]


 


20

















 


	
   

  	
  KELSO INVESTMENT
  ASSOCIATES VII, L.P.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  Kelso GP VII, L.P.,

  
	
   

  	
   

  	
  its General Partner

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  Kelso GP VII, LLC,

  
	
   

  	
   

  	
  its General Partner

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  KEP VI, LLC

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  



 


 


[Warrant Agreement Signature Page]


 


21














 


EXHIBIT A


 


FORM OF WARRANT CERTIFICATE


 


THE SECURITIES REPRESENTED
BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933,
AS AMENDED (THE “SECURITIES ACT”). 
THE SECURITIES MAY NOT BE SOLD OR OFFERED FOR SALE OR OTHERWISE
DISTRIBUTED EXCEPT IN CONJUNCTION WITH AN EFFECTIVE REGISTRATION STATEMENT FOR
THE SECURITIES UNDER THE SECURITIES ACT, OR IN COMPLIANCE WITH RULE 144 OR
PURSUANT TO ANOTHER EXEMPTION THEREFROM.


 


	
  No.

  	
   

  	
                             (1) Class B
  Warrants

  



 


CLASS B WARRANT CERTIFICATE


 


GLOBAL
GEOPHYSICAL SERVICES, INC.


 


This
Warrant Certificate certifies that [Kelso Investment Associates VII, L.P.] [KEP
VI, LLC], or registered assigns, is the registered holder of the number of Class B
Warrants (the “Warrants”) set forth above to purchase Class B
Common Stock, $.01 value (the “Common Stock”), of Global Geophysical
Services, Inc., a Delaware corporation (the “Company”).  Each Warrant entitles the holder upon
exercise to receive from the Company one fully paid and nonassessable share of Class B
Common Stock (a “Warrant Share”), at the initial exercise price per
share (the “Exercise Price”) of $42.50, payable in lawful money of the
United States of America, upon surrender of this Warrant Certificate, and
payment of the Exercise Price at the office of the Company designated for such
purpose, but only subject to the conditions set forth herein and in the Warrant
Agreement referred to hereinafter.  The
number of Warrant Shares issuable upon exercise of the Warrants are subject to
adjustment upon the occurrence of certain events, as set forth in the Warrant
Agreement.  Each Warrant is exercisable
at any time prior to 5:00 p.m., New York time, on the date that is the
second anniversary of the Company’s Initial Public Offering.


 


The Warrants evidenced by
this Warrant Certificate are part of a duly authorized issue of Warrants, and
are issued or to be issued pursuant to a Warrant Agreement dated as of March 29,
2007 (the “Warrant Agreement”), duly executed and delivered by the
Company, which Warrant Agreement is hereby incorporated by reference in and
made a part of this instrument and is hereby referred to for a description of
the rights, limitation of rights, obligations, duties and immunities thereunder
of the Company and the holders (the words “holders” or “holder”
meaning the registered holders or registered holder) of the Warrants.  A copy of the Warrant Agreement may be
obtained by the holder hereof upon written request to the Company.  Capitalized terms used and not defined herein
shall have the meaning ascribed thereto in the Warrant Agreement.


 


The holder hereof may
exercise the Warrants evidenced hereby under and pursuant to the terms and
conditions of the Warrant Agreement by surrendering this Warrant Certificate,
with 


 






(1) Insert
31,260 Warants shall in the case of KIA and 7,740 Warrants in the case of KEP


 


A-1

















 


the
form of election to purchase set forth hereon (and by this reference made a
part hereof) properly completed and executed, and, to the extent the Warrants
are not being exchanged pursuant to the Warrant exchange provisions of Section 6
of the Warrant Agreement, together with payment of the Exercise Price in cash
or by certified or bank check at the office of the Company designated for such
purpose.  In the event that upon any
exercise of Warrants evidenced hereby the number of Warrants exercised shall be
less than the total number of Warrants evidenced hereby, there shall be issued
by the Company to the holder hereof or its registered assignee a new Warrant
Certificate evidencing the number of Warrants not exercised.


 


The Warrant Agreement
provides that upon the occurrence of certain events, the number of Warrant
Shares issuable upon exercise of a Warrant set forth on the face hereof may,
subject to certain conditions, be adjusted.


 


The holder hereof will have
certain registration rights and other rights and obligations with respect to
the Warrant Shares to the same extent as any shares of the Company held by
Purchaser or their assigns pursuant to the Stockholders Agreement dated as of November 30,
2006, by and among the Company and the persons party thereto.  Copies of the Registration Rights Agreement
may be obtained by the holder hereof upon written request to the Company.


 


Warrant Certificates, when
surrendered at the office of the Company by the registered holder thereof in
person or by legal representative or attorney duly authorized in writing, may
be exchanged, in the manner and subject to the limitations provided in the
Warrant Agreement, but without payment of any service charge, for another
Warrant Certificate or Warrant Certificates of like tenor evidencing in the
aggregate a like number of Warrants.


 


Subject to the terms and
conditions of the Warrant Agreement, upon due presentation for registration of
transfer of this Warrant Certificate at the office of the Company a new Warrant
Certificate or Warrant Certificates of like tenor and evidencing in the
aggregate a like number of Warrants shall be issued to the transferee(s) in
exchange for this Warrant Certificate, subject to the limitations provided in
the Warrant Agreement, without charge except for any tax or other governmental
charge imposed in connection therewith.


 


The Company may deem and
treat the registered holder(s) thereof as the absolute owner(s) of
this Warrant Certificate (notwithstanding any notation of ownership or other
writing hereon made by anyone), for the purpose of any exercise hereof, of any
distribution to the holder(s) hereof, and for all other purposes, and the
Company shall not be affected by any notice to the contrary.  Neither the Warrants nor this Warrant
Certificate entitles any holder hereof to any rights of a stockholder of the
Company.


 


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IN WITNESS WHEREOF, the
Company has caused this Warrant Certificate to be signed by its Chairman of the
Board, Chief Executive Officer, President or Vice President and by its
Secretary or Assistant Secretary.


 




	
  Dated:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  GLOBAL
  GEOPHYSICAL SERVICES, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  	
  Craig
  Lindberg,

  
	
   

  	
   

  	
   

  	
  Senior
  Vice President and

  
	
   

  	
   

  	
   

  	
  Chief
  Financial Officer

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  	
  Craig
  Murrin,

  
	
   

  	
   

  	
   

  	
  General
  Counsel and Secretary

  






 


A-3














 


FORM OF
ELECTION TO PURCHASE

(To Be Executed Upon Exercise of
Warrant)


 


The undersigned hereby
irrevocably elects to exercise the right, represented by this Warrant
Certificate, to:


 


(Check Applicable Box)


 


	
  o

  	
   

  	
  receive
                      
  shares of Common Stock and herewith tenders payment for such shares to the
  order of Global Geophysical Services, Inc. in the amount of
  $                    in accordance with the terms hereof.

  
	
   

  	
   

  	
   

  
	
  o

  	
   

  	
  exchange Warrants to
  purchase
                      
  shares of Common Stock as payment for such number of shares of Common Stock
  as determined in accordance with the Warrant exchange procedures of
  Section 6 of the Warrant Agreement.

  



 


The undersigned requests
that a certificate for such shares be registered in the name of
                                                          ,
whose address is
                                                                    
and that such shares be delivered to
                                                          ,
whose address is                                                                     .


 


If said number of shares is
less than all of the shares of Common Stock purchasable hereunder, the
undersigned requests that a new Warrant Certificate representing the remaining
balance of such shares be registered in the name of
                                            ,
whose address is
                                                                    ,
and that such Warrant Certificate be delivered to
                                            ,
whose address is
                                                                    .


 


	
   

  	
  Signature(s):

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  



 


 


NOTE:  The above signature(s) must correspond
with the name written upon the face of this Warrant Certificate in every
particular, without alteration or enlargement or any change whatever.  If this Warrant is held of record by two or
more joint owners, all such owners must sign.


 


	
  Date:

  	
   

  	
   

  	
   

  



 


A-4

















 


FORM OF
ASSIGNMENT

(To Be Signed Only Upon
Assignment of Warrant Certificate)


 


FOR VALUE RECEIVED,
                                              
hereby sells, assigns and transfers unto
                                            ,
whose address is
                                                                    
and whose social security number or other identifying number is
                          ,
the within Warrant Certificate, together with all right, title and interest
therein and to the Warrants represented thereby, and does hereby irrevocably
constitute and appoint
                                                ,
attorney, to transfer said Warrant Certificate on the books of the within-named
corporation, with full power of substitution in the premises.


 


	
   

  	
  Signature(s):

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  



 


 


NOTE:  The above signature(s) must correspond
with the name written upon the face of this Warrant Certificate in every
particular, without alteration or enlargement or any change whatever.  If this Warrant is held of record by two or
more joint owners, all such owners must sign.


 


	
  Date:

  	
   

  	
   

  	
   

  



 


A-5