Exhibit 10.14


 


STOCKHOLDERS AGREEMENT


 


GLOBAL GEOPHYSICAL SERVICES, INC.


 


Dated as of November 30,
2006


 

















 


Table of Contents


 


	
   

  	
   

  	
  Page

  
	
   

  	
   

  	
   

  
	
  1.

  	
  Restrictions on Transfer of Capital Stock

  	
  1

  
	
   

  	
  1.1

  	
  Restriction on Transfers by the Company Stockholders

  	
  1

  
	
   

  	
  1.2

  	
  Permitted Pledges

  	
  1

  
	
   

  	
  1.3

  	
  Estate Planning Transfers

  	
  2

  
	
   

  	
   

  	
   

  	
   

  
	
  2.

  	
  Right of First Refusal

  	
  2

  
	
   

  	
   

  	
   

  	
   

  
	
  3.

  	
  Tag-Along Rights

  	
  3

  
	
   

  	
  3.1

  	
  Tag Along Rights

  	
  3

  
	
   

  	
  3.2

  	
  Number of Shares

  	
  4

  
	
   

  	
  3.3

  	
  Terms and Conditions

  	
  4

  
	
   

  	
   

  	
   

  	
   

  
	
  4.

  	
  Company Sale

  	
  5

  
	
   

  	
   

  	
   

  
	
  5.

  	
  Preemptive Rights

  	
  6

  
	
   

  	
   

  	
   

  
	
  6.

  	
  Actions to Approve Certain Matters

  	
  6

  
	
   

  	
   

  	
   

  
	
  7.

  	
  Registration Rights

  	
  7

  
	
   

  	
  7.1

  	
  Requests by Kelso

  	
  7

  
	
   

  	
  7.2

  	
  Request by Non-Kelso Stockholders

  	
  10

  
	
   

  	
  7.3

  	
  Registration Statement Form

  	
  10

  
	
   

  	
  7.4

  	
  Expenses

  	
  11

  
	
   

  	
  7.5

  	
  Priority in Demand Registrations

  	
  11

  
	
   

  	
  7.6

  	
  Incidental Registrations

  	
  11

  
	
   

  	
  7.7

  	
  Registration Procedures

  	
  13

  
	
   

  	
  7.8

  	
  Underwritten Offerings

  	
  17

  
	
   

  	
  7.9

  	
  Holdback Agreements

  	
  18

  
	
   

  	
  7.10

  	
  Preparation; Reasonable Investigation

  	
  19

  
	
   

  	
  7.11

  	
  No Grant of Future Registration Rights

  	
  19

  
	
   

  	
  7.12

  	
  Indemnification

  	
  20

  
	
   

  	
   

  	
   

  	
   

  
	
  8.

  	
  Stock Certificate Legend

  	
  23

  
	
   

  	
   

  	
   

  
	
  9.

  	
  Covenants; Representations and Warranties

  	
  24

  
	
   

  	
  9.1

  	
  New Stockholders

  	
  24

  
	
   

  	
  9.2

  	
  No Other Arrangements or Agreements

  	
  24

  
	
   

  	
  9.3

  	
  Additional Representations and Warranties

  	
  24

  
	
   

  	
   

  	
   

  	
   

  
	
  10.

  	
  Amendment and Modification

  	
  25

  
	
   

  	
   

  	
   

  
	
  11.

  	
  Parties

  	
  25

  



 


i

















 


Table of Contents


(continued)


 


	
   

  	
   

  	
  Page

  
	
   

  	
   

  	
   

  
	
   

  	
  11.1

  	
  Assignment Generally

  	
  25

  
	
   

  	
  11.2

  	
  Termination

  	
  25

  
	
   

  	
  11.3

  	
  Agreements to Be Bound

  	
  26

  
	
   

  	
   

  	
   

  	
   

  
	
  12.

  	
  Recapitalizations, Exchanges, etc.

  	
  26

  
	
   

  	
   

  	
   

  
	
  13.

  	
  No Third Party Beneficiaries

  	
  26

  
	
   

  	
   

  	
   

  
	
  14.

  	
  Further Assurances

  	
  26

  
	
   

  	
   

  	
   

  
	
  15.

  	
  Governing Law

  	
  26

  
	
   

  	
   

  	
   

  
	
  16.

  	
  Invalidity of Provision

  	
  27

  
	
   

  	
   

  	
   

  
	
  17.

  	
  Waiver

  	
  27

  
	
   

  	
   

  	
   

  
	
  18.

  	
  Notices

  	
  27

  
	
   

  	
   

  	
   

  
	
  19.

  	
  Headings

  	
  28

  
	
   

  	
   

  	
   

  
	
  20.

  	
  Counterparts

  	
  28

  
	
   

  	
   

  	
   

  
	
  21.

  	
  Entire Agreement

  	
  28

  
	
   

  	
   

  	
   

  
	
  22.

  	
  Injunctive Relief

  	
  29

  
	
   

  	
   

  	
   

  
	
  23.

  	
  Involuntary Transfers

  	
  29

  
	
   

  	
   

  	
   

  
	
  24.

  	
  Defined Terms

  	
  30

  



 


ii

















 


STOCKHOLDERS AGREEMENT


 


STOCKHOLDERS AGREEMENT, dated as of November 30,
2006 (this “Agreement”),
among Global Geophysical
Services, Inc., a Delaware corporation (the “Company”),
Kelso Investment Associates VI, L.P., a Delaware limited partnership (“KIA”)
and KEP VI, LLC, a Delaware limited liability company (“KEP” and together with
KIA, “Kelso”), those individuals or entities who are
listed on Schedule A  (collectively, the  “Outside Stockholders”), those present and former
employees of the Company or its subsidiaries and those affiliates of such
persons who are listed on Schedule B (collectively, the “Company
Stockholders”; and together with the Outside
Stockholders, the “Non-Kelso Stockholders”; and the
Non-Kelso Stockholders, together with Kelso, are hereinafter referred to as the
“Stockholders”).  Capitalized terms used herein without
definition are defined in Section 24.


 


The parties hereto agree as follows:


 


1.                                       Restrictions on Transfer of Capital Stock.


 


1.1                                 Restriction on Transfers by the Company
Stockholders.  No shares of Capital Stock now or hereafter
owned by any Company Stockholder, nor any interest therein nor any rights
relating thereto, may be Transferred, provided, that shares of Capital
Stock may be Transferred (a) pursuant to Section 1.2 (“Permitted Pledges”), (b) pursuant
to Section 1.3 (“Estate Planning Transfers”),
(c) pursuant to Section 3.1 (“Tag-Along
Rights”), (d) as part of a registered offering pursuant
to Section 7, (e) in any 12-month period commencing on the
first anniversary of this Agreement, in an amount that is less than eight
percent (8%) of the number of shares of Capital Stock held by such Company
Stockholder and his, her or its Affiliates as of the beginning of such 12 month
period and (f) as a charitable contribution to an organization
exempt from taxation pursuant to Section 503(c) of the Internal
Revenue Code, provided that such contribution has been approved in advance by
the Board (excluding such Company Stockholder and any Affiliate of such Company
Stockholder, if applicable), acting reasonably.


 


1.2                                 Permitted Pledges. 
A Company Stockholder may pledge any or all shares of Capital Stock now
or hereafter owned by him or her, or grant a security interest therein to
secure indebtedness of such Stockholder owing to a bank or other financial
institution, in either case on terms and conditions approved by the Board
(excluding such Company Stockholder and other members of the Board who are
designees of the Company Stockholders), provided, however, that
any pledgee pursuant to this section 1.2 shall acquire only a security
interest in such shares of Capital Stock entitling such pledgee to (i) the
proceeds from any sale of such shares made in compliance with the terms of this
Agreement and (ii) any proceeds of any distribution to stockholders
on account of the Capital Stock in any liquidation as a result of any
bankruptcy proceeding 


 

















 


or the winding up of affairs of the Company, and in no event shall such
pledgee be entitled to foreclose upon and receive title to such shares or any
other rights incident thereto other than those specified above.  The pledge agreements or other related
financing agreements of any Company Stockholder shall be subject to and
acknowledge the rights of the Company and the other Stockholders set forth
herein and shall acknowledge the restrictions imposed on the pledgee’s security
interest pursuant to this Section 1.2.


 


1.3                                 Estate Planning Transfers. 
Shares of Capital Stock held by Company Stockholders may be Transferred
for estate-planning purposes of such Company Stockholder, if authorized by the
prior written approval of the Board (excluding such Company Stockholder and any
Affiliate of such Company Stockholder, if applicable), acting reasonably, to (i) a
trust under which the distribution of the shares of Capital Stock may be made
only to beneficiaries who are such Company Stockholder, his or her spouse, his
or her parents, members of his or her immediate family or his or her lineal
descendants, (ii) a charitable remainder trust, the income from
which will be paid to such Company Stockholder during his or her life, (iii) a
corporation, the stockholders of which are only such Company Stockholder, his
or her spouse, his or her parents, members of his or her immediate family or
his or her lineal descendants or (iv) a partnership or limited
liability company, the partners or members of which are only such Company
Stockholder, his or her spouse, his or her parents, members of his or her
immediate family or his or her lineal descendants.


 


2.                                       Right of First Refusal.


 


(a)                                  Procedure.  If an Outside
Stockholder (the “Offering Stockholder”) shall
receive a bona  fide offer or offers from a third party or parties
to purchase any shares of Capital Stock, then prior to selling such shares of
Capital Stock to such third party or parties such Offering Stockholder shall
deliver to the Company a letter signed by such Offering Stockholder (an “Offer”)
setting forth:


 


(i)                                     the name of the third party or parties;


 


(ii)                                  the prospective purchase price per share
of Capital Stock;


 


(iii)                               all material terms and conditions
contained in the offer of the third party or parties;


 


(iv)                              the Offering Stockholder’s offer
(irrevocable by its terms for 30 days following receipt) to sell to the Company
all (but not less than all) of the shares of Capital Stock covered by the offer
of the third party or parties, for a purchase price per share and on other
terms and conditions not less favorable to the Company than those contained in
the offer of the third party or parties; and


 


2

















 


(v)                                 closing arrangements and a closing date
(not less than 30 nor more than 90 days following the date of such letter) for
any purchase and sale that may be effected by the Company.


 


(b)                                 Effecting Sales. 
After the receipt of the Offer, the Company shall have a 30-day period
in which to determine whether to purchase all (but not less than all) of the
shares covered by the Offer on the terms set forth therein (or assign the right
to purchase the shares to Kelso or an Affiliate of Kelso in accordance with
Section 2(c)).


 


If the Company (or Kelso
or an Affiliate of Kelso pursuant to Section 2(c)) fails to accept the
Offer within such 30-day period or fails to consummate the closing of the
purchase of the shares covered by the Offer within the time period set forth
therein, then the Offering Stockholder shall have the right to sell to the
third party or parties identified in such Offer all (but not less than all) of
the shares of Capital Stock covered by the Offer, for the purchase price and on
the other terms and conditions contained in the Offer.  If the Offering Stockholder has not signed a
binding purchase agreement (subject to customary closing conditions) with such
third party or parties within 30 days after the expiration of such 30-day
period or if such sale has not been completed within 60 days (or such later
date as is necessary to obtain all requisite governmental and regulatory approvals
and consents) after the expiration of such 30-day period, the shares of Capital
Stock covered by such Offer may not thereafter be sold by the Offering
Stockholder unless the procedures set forth in this Section 2 shall have
again been complied with.


 


(c)                                  Assignment by the Company. 
If the Company is not going to purchase all of the shares of Capital
Stock covered by the Offer, then the Company shall, within five days following
the date of the Offer, notify Kelso of such Offer and make available to Kelso
the right to purchase all of the shares covered by the Offer which are not
being purchased by the Company.  Kelso
shall have the right to assign to one or more of its Affiliates all or any of
its rights to purchase Capital Stock pursuant to this Section 2(c).  Notwithstanding the foregoing, in no event
shall the Company, Kelso or any Affiliate of Kelso be entitled to purchase any
shares of Capital Stock pursuant to this Section 2 unless all of the shares
of Capital Stock covered by the Offer are purchased.  Any purchases made by Kelso or any Affiliate
of Kelso hereunder shall be made in accordance with Section 2(b).


 


3.                                       Tag-Along Rights.


 


3.1                                 Tag Along Rights. 
Without limiting the transfer restrictions and right of first refusal
obligations in Sections 1 and 2, in the event that at any time any Eligible
Stockholder proposes to sell shares of Capital Stock owned by such Stockholder
and/or its Affiliates (a “Selling Stockholder”)
to any person (a “Proposed Purchaser”), other than
any Transfer (i) pursuant to a Registration or Rule 144 or (ii) to
an Affiliate or 


 


3

















 


(iii) in the case of a Company Stockholder, a Transfer permitted
under Section 1.1, such Selling Stockholder then such Selling Stockholder
will promptly provide the Company written notice (a “Sale Notice”)
of such proposed sale (a “Proposed Sale”) and the material
terms of the Proposed Sale as of the date of Sale Notice (the “Material
Terms”), including the aggregate number of shares of
Capital Stock the Proposed Purchaser is willing to purchase.  The Company shall within two business days
thereafter forward such Sale Notice to all Eligible Stockholders.  If within 15 days of the mailing of the
Preferred Stock Sale Notice, the Selling Stockholder receives a written request
(a “Stockholder Sale Request”) to include shares of
Capital Stock held by one or more Eligible Stockholders in the Proposed
Sale, the Capital Stock so held by such Eligible Stockholders shall be so
included as provided therein; provided, however, that any Sale
Request shall be irrevocable unless (x) there shall be a material
adverse change in the Material Terms or (y) otherwise mutually
agreed to in writing by Kelso.


 


3.2                                 Number of Shares. 
The number of shares of Capital Stock that any Eligible Stockholder will
be permitted to include in a Proposed Sale on a pro  rata basis
pursuant to a Sale Request will be equal to the product of (i) (A) the
number of shares of Capital Stock held by such Eligible Stockholder divided by
(B) the number of shares of Capital Stock held by all Eligible
Stockholders participating in such Proposed Sale and (ii) the
aggregate number of shares of Capital Stock proposed to be sold in such
Proposed Sale.


 


3.3                                 Terms and Conditions. 
Shares of Capital Stock subject to a Sale Request will be included in a
Proposed Sale pursuant hereto and to any agreement with the Proposed Purchaser
relating thereto, on the same terms and subject to the same conditions
applicable to the shares of Capital Stock which the Selling Stockholder
proposes to sell in the Proposed Sale. 
Such terms and conditions shall include, without limitation, (i) the
sale consideration (which shall be reduced by the fees and expenses incurred by
the Selling Stockholder in connection with the Proposed Sale) and (ii) the
provision of information, representations, warranties, covenants and requisite
indemnifications; provided, however, that (x) any
representations and warranties relating specifically to any Eligible
Stockholder shall only be made by that Eligible Stockholder; (y) any
indemnification provided by the Stockholders shall be based on the number of
shares of Capital Stock being sold by each Eligible Stockholder in the Proposed
Sale, either on a several, not joint, basis or solely with recourse to an
escrow established for the benefit of the Proposed Purchaser, and (z) that
the form of consideration to be received by the Selling Stockholder in
connection with the Proposed Sale may be different from that received by the
other participating Stockholders so long as the per share value of the
consideration to be received by the Selling Stockholder is the same or less
than that to be received by the other participating Stockholders (as reasonably
determined by the Board of Directors of the Company).


 


4

















 


4.               Company Sale.


 


(a)                                  If a Company Sale has not occurred
between the Closing Date and the seventh anniversary of the Closing Date, Kelso
may, at any time following such seventh anniversary of the Closing Date, notify
the Company in writing that they wish the Company to initiate a Company Sale
Process (such notice, a “Company Sale Notice”),
and the Company shall mail a copy of such notice to the other Stockholders
notice to the Outside Stockholders. 
After receipt of a Company Sale Notice, the Board and the Company shall
initiate a Company Sale Process as soon as practicable.  The Board and the Company shall, consult
regularly and in good faith with Kelso regarding the status of the Company Sale
Process The Company shall use its best efforts to consummate a Company Sale by
a date that is eight months subsequent to the date on which a Company Sale
Notice was delivered to the Company (such subsequent date, the “Company Sale Date”).


 


(b)                                 Each Company Stockholder and Outside
Stockholder agrees to vote all of its shares of Capital Stock over which such
Company Stockholder has voting control and shall take all other necessary or
desirable actions within such Company Stockholder’s or Outside Stockholder’s
control (whether in such Company Stockholder’s or Outside Stockholder’s
capacity as a stockholder, director, member of a board committee or officer of
the Company or otherwise, and including, without limitation, attendance at
meetings in person or by proxy for purposes of obtaining a quorum, execution of
written consents in lieu of meetings and approval of amendments and/or
restatements of the Company’s certificate of incorporation or by-laws), and the
Company shall take all necessary and desirable actions within its control
(including, without limitation, calling special board, stockholder meetings and
approval of amendments and/or restatements of the Company’s certificate of
incorporation or by-laws) to approve a Company Sale initiated pursuant to this
Section 4.  Kelso may waive, delay
or extend the obligations set forth in this Section 4 in writing or it
may, by notice to the Company permit the Company to abandon a proposed Company
Sale, in which case no Stockholder shall be obligated to take further action
with respect to any such abandoned Company Sale.


 


(c)                                  Shares of Capital Stock subject to a
Company Sale will be included in the Company Sale pursuant hereto and to any
agreement with the proposed purchaser relating thereto, on the same terms and
subject to the same conditions applicable to the shares of Capital Stock which
Kelso and its Affiliates in the Company Sale. 
Such terms and conditions shall include, without limitation, (i) the
sale consideration (which shall be reduced by the fees and expenses incurred by
Kelso and the Company in connection with the Company Sale) and (ii) the
provision of information, representations, warranties, covenants and requisite
indemnifications, provided, however, that (x) any representations
and warranties relating specifically to any Stockholder shall only be made by
that Stockholder; (y) any indemnification provided by the
Stockholders shall be based on the number of shares of Capital Stock being sold
by each Stockholder in the Company Sale either on a several, not joint, basis
or solely with recourse to an 


 


5

















 


escrow established for the benefit of the proposed purchaser and (z) the
form of consideration to be received by Kelso or any of its Affiliates in
connection with the Company Sale may be different from that received by the
Non-Kelso Stockholders so long as the per share value of the consideration to
be received by Kelso or any of its Affiliates is the same or less than that to
be received by the Non-Kelso Stockholders (as reasonably determined by the
Board in good faith).  No Non-Kelso
Stockholders shall exercise any dissenter’s rights with respect to the
consummation of any such Company Sale pursuant to this Section 4.


 


(d)                                 Each Non-Kelso Stockholder agrees that he
or she will execute such other agreements as Kelso (or any Affiliate of Kelso)
may reasonably request in connection with the consummation of a Company Sale
and the transactions contemplated thereby, including, without limitation, any
purchase, merger or recapitalization agreement, escrow agreement or other
ancillary agreements, proxies, written consents in lieu of meetings or waivers
of appraisal rights.


 


5.                                       Preemptive Rights.  Upon execution hereof, each
Non-Kelso Stockholder hereby waives any and all of such Non-Kelso Stockholder’s
rights in the nature of preemptive rights, rights of first offer, rights of
first refusal or any similar rights to purchase additional shares of the
Company’s securities on account of the transactions contemplated by the
Subscription Agreement.  Following the
date hereof, if the Company proposes to sell, issue or grant any capital stock
or other equity securities of the Company or other securities or rights,
directly or indirectly convertible into or exercisable or exchangeable for any
capital stock or other equity securities of the Company (other than any
Excluded Shares), to any Person, each Eligible Stockholder shall have the
right, on the same terms and conditions of the proposed sale, issuance or grant
and exercisable within 30 days after the Company has sent such Eligible
Stockholder notice of such proposed sale, issuance or grant, to purchase a
percentage of the shares or securities to be sold, issued or granted equal to
such Stockholder’s percentage ownership, on a fully diluted basis (determined
as if any out-of-the money rights or securities were not exercised, converted
or exchanged), of all shares of Capital Stock prior to such sale, issuance or
grant.  If an Eligible Stockholder
exercises its preemptive rights, the purchase of shares or securities by such
Eligible Stockholder will be governed by and subject to the terms and
conditions applicable to the Person who is acquiring the balance of the shares
or securities.


 


6.                                       Actions to Approve Certain Matters. 
(a)  Each Stockholder shall vote all of its shares of Capital Stock
over which such Stockholder has voting control and shall take all other
necessary or desirable actions within such Stockholder’s control (whether in
such Stockholder’s capacity as a stockholder, director, member of a board
committee or officer of the Company or otherwise, and including, without
limitation, attendance at meetings in person or by proxy for purposes of
obtaining a quorum, execution of written consents in lieu of meetings and
approval of amendments and/or 


 


6

















 


restatements of the Company’s certificate of
incorporation or by-laws), in order to effectuate any or all of the
following actions if and when proposed by management of the Company:


 


(i)                                     A ten-to-one (10:1) forward split of the
Capital Stock.


 


(ii)                                  An increase in the number of seats on the
Board to seven (7), five (5) of which to be elected by the holders of the
Common Stock and two (2) of which to be elected by the holders of
Preferred Stock.


 


(iii)                               The amendment of the Company’s Plan of
Recapitalization adopted at the meeting of the Company’s shareholders on
July 28, 2006 by deleting Section 5 (a) of that Plan, which
provides for expiration of the Plan on March 31, 2007 if it has not come
into effect by that date, it being understood that all Stockholders shall take
all actions necessary so that the Company is recapitalized into a single class
of common stock (with shares exchanged on a one for one basis) in connection
with any IPO.


 


(b)                                 Each Stockholder owning beneficially or
of record any Preferred Stock shall vote all of such Stockholder’s shares of
Preferred Stock and the Company shall take all necessary and desirable actions
within such Stockholder’s control so that KIA may at its election grant or withhold
consent on behalf of the Preferred Stock with respect to the matters  specified in
Section C(c) of the Second Amended and Restated Certificate of
Designation for the Preferred Stock (the “Certificate of Designation”).


 


(c)                                  In order to secure the obligation of each
owner of Preferred Stock to vote its shares of Preferred Stock in accordance
with the provisions of paragraph 6(b), each such Stockholder hereby appoints
KIA as its true and lawful proxy and attorney-in-fact, with full power of
substitution, to vote all of such Person’s shares of Preferred Stock as
expressly provided for in paragraph 6(b). 
KIA may exercise the irrevocable proxy granted to it hereunder at any
time any such Stockholder fails to comply with the provisions of paragraph
6(b).  The proxies and powers granted by
each such Stockholder pursuant to this paragraph are coupled with an interest
and are given to secure the performance of the obligations under this
Agreement.  Such proxies and powers will
be irrevocable until the termination of this Agreement and will survive, if
applicable, the death, incompetency and disability of each such Stockholder and
the holders of each of his or her respective shares of Preferred Stock.


 


7.                                       Registration Rights.


 


7.1                                 Requests by Kelso.


 


(a)                                  Notice of Request. 
At any time following the earlier of (i) an initial public
offering of the Company’s equity securities and (ii) the four year 


 


7

















 


anniversary of the Closing Date, Kelso shall have the right to request
that the Company effect the registration under the Securities Act of all or a
portion of the Registrable Securities owned by Kelso, each such request to
specify the intended method or methods of disposition thereof (it being
understood that the right to request registration on a Shelf Registration
Statement shall be governed by Section 7.1(b).  Upon any such request, the Company will
promptly, but in any event within 15 days, give written notice of such request
to all holders of Registrable Securities and thereupon the Company will,
subject to Section 7.5, use its best efforts to effect the prompt
registration under the Securities Act of:


 


(i)                                     the Registrable Securities which the
Company has been so requested to register by Kelso, and


 


(ii)                                  all other Registrable Securities which
the Company has been requested to register by the holders thereof (whether
pursuant to the rights granted to such holders in Section 7.6 or in any
other agreement between such holder and the Company) by written request given
to the Company by such holders within 15 days after the giving of such written
notice by the Company to such holders,


 


all to the extent required to permit the disposition
of the Registrable Securities so to be registered in accordance with the
intended method or methods of disposition of Kelso.


 


(b)                                 Shelf Registration. 
The right of Kelso to request a registration of Registrable Securities
pursuant to Section 7.1(a) shall include the right from and after the
first anniversary of the IPO to request that the Company file a registration
statement to permit the requesting holder to sell Registrable Securities on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act
(or any similar rule that may be adopted by the Commission) in accordance
with the intended method or methods of disposition by such requesting holder (a
“Shelf Registration Statement”).  Notwithstanding anything to the contrary
herein,


 


(i)                                     upon any Shelf Registration Statement
having been declared effective, the Company shall use reasonable best efforts
to keep such Shelf Registration Statement continuously effective until the
earlier of (x) such time as all Registrable Securities that could
be sold under such Shelf Registration Statement have been sold or are no longer
outstanding and (y) three years from the date of effectiveness;


 


(ii)                                  if at any time following the
effectiveness of any Shelf Registration Statement, Kelso desires to sell
Registrable Securities pursuant thereto, Kelso shall notify the Company of such
intent at least ten Business Days prior to any such sale (any such proposed
transaction, a “Take-down Transaction”),
and the Company thereupon shall, subject to Section 7.1(c), prepare and
file within ten 


 


8

















 


Business Days a
prospectus supplement or post-effective amendment to the Shelf Registration
Statement, as necessary, to permit the consummation of such Take-down
Transaction;


 


(iii)                               upon receipt of notice from Kelso
regarding a Take-down Transaction as provided in clause (ii) of this
Section 7.1(b), the Company shall immediately deliver notice to any other
holders of Registrable Securities whose Registrable Securities have been
included in such Shelf Registration Statement and shall permit such holders to
participate in such Take-down Transaction (subject to Section 7.5), it
being understood, for the avoidance of doubt, that no holder other than Kelso
shall have the right to initiate a Take-Down Transaction; and


 


(iv)                              each holder who participates in a
Take-Down Transaction shall be deemed through such participation to have
represented to the Company that any information previously supplied by such
holder, unless modified by such holder by written notice to the Company,
remains accurate as of the date of the prospectus supplement or amendment to
the Shelf Registration Statement, as applicable.


 


(c)                                  Blackout. 
Notwithstanding the foregoing, but subject to the rights of holders of
Registrable Securities under Section 7.6, (a) if the Board determines
in its good faith judgment, after consultation with a firm of nationally
recognized underwriters, that a requested registration under this
Section 7.1 will have a material and adverse effect on the offering price
of a then contemplated IPO, the Company may defer the filing (but not the
preparation) of the registration statement which is required to effect such
registration during the period starting with the 30th day immediately preceding
the date of anticipated filing by the Company of the registration statement and
ending on the later of (i) a date 60 days following the effective date of
the registration statement relating to such IPO or (ii) such later date
(not to exceed 90 days) as may be required by the managing underwriter of the
IPO, provided that at all times the Company is in good faith using all
reasonable efforts to cause such registration statement to be filed as soon as
possible and provided, further, that such period shall end on
such earlier date as may be permitted by the underwriters of such underwritten
public offering, and (b) if the Company shall at any time (including upon
receipt of notice regarding a Take-down Transaction) furnish to Kelso a
Material Event Notice, the Company may defer the filing (but not the
preparation) of a registration statement (or prospectus supplement or
post-effective amendment, as applicable) to be filed pursuant to this
Section 7.1 for up to 60 days (but the Company shall use its best efforts
to complete the transaction and file the registration statement as soon as
possible).


 


9














 


7.2                                 Request by Non-Kelso Stockholders.


 


(a)                                  Notice of Request. 
At any time, or from time to time, following the expiration of any and
all lock up agreements required by the managing underwriters in an IPO, the
Non-Kelso Stockholders shall have the right to request that the Company effect
the registration under the Securities Act of all or a portion of the
Registrable Securities owned by all the Non-Kelso Stockholders, such request to
specify the intended method or methods of disposition thereof (it being understood
that the right to request registration on a Shelf Registration Statement shall
be governed by Section 7.1(b)), provided that (i) the
Non-Kelso Stockholders shall not have the right to request the registration of
such Registrable Securities if such registration is not required under the
Securities Act to permit the immediate disposition of all such shares on any
exchange on which the Capital Stock is listed or on NASDAQ (if the Capital
Stock is not listed) pursuant to Rule 144 of the Securities Act or
otherwise and (ii) the market value sought to be registered by such
Non-Kelso Stockholders shall exceed $25,000,000.  Upon any such request, the Company will use
its best efforts to effect the prompt registration under the Securities Act of
the Registrable Securities which the Company has been so requested to register
by the Non-Kelso Stockholders.  Upon any
such request, the Company will promptly, but in any event within 15 days, give
written notice of such request to all holders of Registrable Securities and
thereupon the Company will, subject to Section 7.5, use its best efforts
to effect the prompt registration under the Securities Act of:


 


(i)                                     the Registrable Securities which the
Company has been so requested to register by the Non-Kelso Stockholders, and


 


(ii)                                  all other Registrable Securities which
the Company has been requested to register by the holders thereof by written
request given to the Company by such holders within 20 days after the giving of
such written notice by the Company to such holders,


 


all to the extent required to permit the disposition
of the Registrable Securities so to be registered in accordance with the
intended method or methods of disposition of the Non-Kelso Stockholders.


 


(b)                                 Blackout. 
Notwithstanding the foregoing, but subject to the rights of holders of
Registrable Securities under Section 7.6, if the Company shall at any time
furnish to the Non-Kelso Stockholders a Material Event Notice, the Company may
defer the filing (but not the preparation) of a registration statement (or
prospectus supplement or post-effective amendment, as applicable) to be filed
pursuant to this Section 7.2(b) for up to 60 days (but the Company
shall use its best efforts to complete the transaction and file the
registration statement as soon as possible).


 


7.3                                 Registration Statement Form. 
A registration requested pursuant to Section 7.1 shall be effected
by the filing of a registration statement on a form agreed to by Kelso.  A registration requested pursuant to
Section 7.2 shall be effected by the filing 


 


10

















 


of a registration statement on a form agreed to by the majority of the
Capital Stock held by the Non-Kelso Stockholders.


 


7.4                                 Expenses.  The Company
shall pay all Registration Expenses in connection with any registration
requested under Sections 7.1 and 7.2; provided, that each seller of
Registrable Securities shall pay all Registration Expenses to the extent
required to be paid by such seller under applicable law and all underwriting
discounts and commissions and transfer taxes, if any.


 


7.5                                 Priority in Demand Registrations. 
If a registration pursuant to Section 7.1 or 7.2 (including any
Take-down Transaction) involves an underwritten offering, and the managing
underwriter (or, in the case of an offering which is not underwritten, a
nationally recognized investment banking firm) shall advise the Company in
writing (with a copy to each Person requesting registration of Registrable
Securities) that, in its opinion, the number of securities requested, and
otherwise proposed to be included in such registration, exceeds the number
which can be sold in such offering without materially and adversely affecting
the offering price, the Company shall include in such registration, to the
extent of the number which the Company is so advised can be sold in such
offering without such material adverse effect, first, the Registrable
Securities of Kelso, the Outside Stockholders and the Company Stockholders, on
a pro rata basis (based on the number of shares of
Registrable Securities owned by each such Stockholder), and second, the
securities, if any, being sold by the Company. 
Notwithstanding the foregoing, the Company Stockholders shall not be
entitled to participate in any such registration requested by Kelso or the
Outside Stockholders (including any Take-down Transaction) to the extent that
the managing underwriter (or, in the case of an offering that is not
underwritten, a nationally recognized investment banking firm) shall determine
in good faith and in writing (with a copy to each affected Person requesting
registration of Registrable Securities), that the participation of management
would materially and adversely affect the marketability or offering price of
the securities being sold in such registration, it being understood that the
Company shall include in such registration that number of shares of the Company
Stockholders which can be sold in such offering without materially and
adversely affecting the marketability or offering price of the other securities
to be sold in such registration.  In the event of any such
determination under this Section 7.5, the Company shall give the affected
holders of Registrable Securities notice of such determination and in lieu of
the notice otherwise required under Sections 7.1 or 7.2, as the case may
be.


 


7.6                                 Incidental Registrations. 
If the Company at any time proposes to register any of its equity
securities under the Securities Act for its own account (including, but not
limited to, a Shelf Registration Statement, but other than pursuant to a
registration on Form S-4 or S-8 or any successor form), then the Company
shall give prompt written notice to all holders of Registrable Securities
regarding such proposed registration. 
Upon the written request of any such holder made within 15 days after
the 


 


11

















 


receipt of any such notice (which request shall specify the number of
Registrable Securities intended to be disposed of by such holder and the
intended method or methods of disposition thereof), the Company shall use its
best efforts to effect the registration under the Securities Act of such
Registrable Securities on a pro  rata basis in accordance with
such intended method or methods of disposition, provided that:


 


(a)                                  (i) the Company shall not include
Registrable Securities in such proposed registration to the extent that the
Board shall have determined, after consultation with the managing underwriter
for such offering, that it would materially and adversely affect the offering
price to include any Registrable Securities in such registration and
(ii) the Company shall not include Registrable Securities of any Company
Stockholder in any proposed registration pursuant to this Section 7.6 to
the extent that the managing underwriter (or, in the case of an offering that
is not underwritten, a nationally recognized investment banker) shall determine
in good faith that the participation of such Company Stockholder would
materially and adversely affect the marketability or the offering price of the
securities being sold in such registration and provided, further,
that in the event of any such determination under clause (i) or (ii), the
Company shall give the affected holders of Registrable Securities notice of
such determination and in lieu of the notice otherwise required by the first
sentence of this Section 7.6;


 


(b)                                 if, at any time
after giving written notice (pursuant to this Section 7.6)  of its intention to register equity securities and prior to the
effective date of the registration statement filed in connection with such
registration, the Company shall determine for any reason not to register such
equity securities, the Company may, at its election, give written notice of
such determination to each holder of Registrable Securities and, thereupon,
shall not be obligated to register any Registrable Securities in connection
with such registration (but shall nevertheless pay the Registration Expenses in
connection therewith), without prejudice, however, to the rights of Kelso or
the Non-Kelso Stockholders that a registration be effected under Sections 7.1 or 7.2, as the case may be; and


 


(c)                                  if in
connection with a registration pursuant to this Section 7.6, the managing underwriter
of such registration (or, in the case of an offering that is not underwritten,
a nationally recognized investment banking firm) shall advise the Company in
writing (with a copy to each holder of Registrable Securities requesting
registration thereof) that the number of securities requested and otherwise
proposed to be included in such registration exceeds the number which can be
sold in such offering without materially and adversely affecting the offering
price of the securities being sold in such registration, then in the case of
any registration pursuant to this Section 7.6, the Company shall include in such
registration to the extent of the number which the Company is so advised can be
sold in such offering without such material adverse effect, first, the
securities, if any, being sold by the Company, and second, the
Registrable Securities of 


 


12

















 


Kelso, the Outside Stockholders and the
Company Stockholders, on a pro  rata basis (based on the number of
shares of Registrable Securities owned by each such Stockholder).


 


The Company shall pay all Registration Expenses in
connection with each registration of Registrable Securities requested pursuant
to this Section 7.6, provided, that each seller of Registrable
Securities shall pay all Registration Expenses to the extent required to be
paid by such seller under applicable law and all underwriting discounts and
commissions and transfer taxes, if any. 
No registration effected under this Section 7.6 shall relieve the
Company from its obligation to effect registrations under Sections 7.1
and 7.2.


 


7.7                                 Registration Procedures. 
Subject to Sections 7.1(b) and 7.2(b), if and whenever
the Company is required to use its best efforts to effect the registration of
any Registrable Securities under the Securities Act pursuant to
Sections 7.1, 7.2, or 7.6, the Company shall promptly:


 


(a)                                  prepare, and as soon as practicable, but
in any event within 60 days thereafter, file with the Commission, a
registration statement with respect to such Registrable Securities, make all required
filings with the NASD and use its best efforts to cause such registration
statement to become effective as soon as practicable;


 


(b)                                 prepare and promptly file with the
Commission such amendments and post-effective amendments and supplements to such
registration statement and the prospectus used in connection therewith as may
be necessary to keep such registration statement effective for so long as is
required to comply with the provisions of the Securities Act and to complete
the disposition of all securities covered by such registration statement in
accordance with the intended method or methods of disposition thereof, but
(other than in the case of a Shelf Registration Statement) in no event for a
period of more than six months after such registration statement becomes
effective;


 


(c)                                  furnish copies of all documents proposed
to be filed with the Commission in connection with such registration to
(i) counsel selected by Kelso in the case of a registration pursuant to
Section 7.1, and which counsel may also be counsel to the Company, and
(ii) each seller of Registrable Securities (or in the case of the initial
filing of a registration statement, within five Business Days of such initial
filing) and such documents shall be subject to the review of such counsel, provided
that the Company shall not file any registration statement or any amendment or
post-effective amendment or supplement to such registration statement or the
prospectus used in connection therewith to which such counsel shall have
reasonably objected on the grounds that such registration statement amendment,
supplement or prospectus does not comply (explaining why) in all material
respects with the requirements of the Securities Act or of the rules or
regulations thereunder;


 


13

















 


(d)                                 furnish to each seller of Registrable
Securities, without charge, such number of conformed copies of such
registration statement and of each such amendment and supplement thereto (in
each case including all exhibits and documents filed therewith) and such number
of copies of the prospectus included in such registration statement (including
each preliminary prospectus and any summary prospectus) and any other
prospectus filed under Rule 424 under the Securities Act, in conformity
with the requirements of the Securities Act, and such other documents, as such
seller may reasonably request in order to facilitate the disposition of the
Registrable Securities owned by such seller in accordance with the intended
method or methods of disposition thereof;


 


(e)                                  use its best efforts to register or
qualify such Registrable Securities covered by such registration statement
under the securities or blue sky laws of such jurisdictions as each seller
shall reasonably request, and do any and all other acts and things which may be
necessary or advisable to enable such seller to consummate the disposition of
such Registrable Securities in such jurisdictions in accordance with the
intended method or methods of disposition thereof, provided that the
Company shall not for any such purpose be required to qualify generally to do
business as a foreign corporation in any jurisdiction wherein it is not so
qualified, subject itself to taxation in any jurisdiction wherein it is not so
subject, or take any action which would subject it to general service of
process in any jurisdiction wherein it is not so subject;


 


(f)                                    use its best efforts to cause all
Registrable Securities covered by such registration statement to be registered
with or approved by such other governmental agencies, authorities or
self-regulatory bodies as may be necessary by virtue of the business and
operations of the Company to enable the seller or sellers thereof to consummate
the disposition of such Registrable Securities in accordance with the intended
method or methods of disposition thereof;


 


(g)                                 in any underwritten offering, furnish to
Kelso and, to the extent such registration is occurring pursuant to
Section 7.2, the Non-Kelso Stockholders:


 


(i)                                     an opinion of counsel for the Company
experienced in securities law matters, dated the effective date of the
registration statement (and, if such registration includes an underwritten
public offering, the date of the closing under the underwriting agreement), and


 


(ii)                                  a “comfort”
letter (unless the registration is pursuant to Section 7.6 and such a letter is not
otherwise being furnished to the Company), dated the effective date of such
registration statement (and if such registration includes an underwritten
public offering, dated the date of the closing under the underwriting
agreement), signed by the independent public accountants who have issued an 


 


14

















 


audit
report on the Company’s financial statements included in the registration statement,


 


covering
such matters as are customarily covered in opinions of issuer’s counsel and in
accountants’ letters delivered to the underwriters in underwritten public
offerings of securities and such other matters as Kelso may reasonably request;


 


(h)                                 notify each seller of any Registrable
Securities covered by such registration statement at any time when a prospectus
relating thereto is required to be delivered under the Securities Act of the
happening of any event or existence of any fact as a result of which the
prospectus included in such registration statement, as then in effect, includes
an untrue statement of a material fact or omits to state any material fact
required to be stated therein or necessary to make the statements therein not
misleading in light of the circumstances then existing, (i) in the
case of a Shelf Registration Statement, if a Stockholder has provided notice of
an intent to sell, within five Business Days of such notice and (ii) in
the case of any other registration statement hereunder, as promptly as is
practicable but in any event, no later than 30 days after such notice (except
in the case of clause (i) or (ii) to the extent the
Company delivers a Material Event Notice, in which case such period may be up
to 60 days but shall end upon public disclosure of the material transaction
which necessitated such Material Event Notice), prepare and furnish to such
seller a reasonable number of copies of a supplement to or an amendment of such
prospectus as may be necessary so that, as thereafter delivered to the
purchasers of such securities, such prospectus shall not include an untrue
statement of a material fact or omit to state a material fact required to be
stated therein or necessary to make the statements therein not misleading in light
of the circumstances then existing;


 


(i)                                     otherwise comply with all applicable
rules and regulations of the Commission, and make available to its
security holders, as soon as reasonably practicable, an earnings statement of
the Company (in form complying with the provisions of Rule 158 under the
Securities Act) covering the period of at least 12 months, but not more
than 18 months, beginning with the first month after the effective date of such
registration statement;


 


(j)                                     notify each seller of any Registrable
Securities covered by such registration statement (i) when the
prospectus or any prospectus supplement or post-effective amendment has been
filed, and, with respect to such registration statement or any post-effective
amendment, when the same has become effective, (ii) of any request
by the Commission for amendments or supplements to such registration statement
or to amend or to supplement such prospectus or for additional information, (iii) of
the issuance by the Commission of any stop order suspending the effectiveness
of such registration statement or the initiation of any proceedings for that
purpose and (iv) of the suspension of the qualification of such
securities for offering or sale in any jurisdiction, or of the institution of
any proceedings for any of such purposes;


 


15

















 


(k)                                  use every reasonable effort to obtain the
lifting of any stop order that might be issued suspending the effectiveness of
such registration statement at the earliest possible moment;


 


(l)                                     use its best efforts (i) (A) to
list such Registrable Securities on any securities exchange on which the equity
securities of the Company are then listed or, if no such equity securities are
then listed, on an exchange selected by the Company, if such listing is then
permitted under the rules of such exchange, or (B) if such
listing is not practicable, to secure designation of such securities as a
NASDAQ “national market system security” within the meaning of
Rule 11Aa2-1 under the Exchange Act or, failing that, to secure NASDAQ
authorization for such Registrable Securities, and, without limiting the
foregoing, to arrange for at least two market makers to register as such with
respect to such Registrable Securities with the NASD, and (ii) to provide
a transfer agent and registrar for such Registrable Securities not later than
the effective date of such registration statement and to instruct such transfer
agent (A) to release any stop transfer order with respect to the
certificates with respect to the Registrable Securities being sold and (B) to
furnish certificates without restrictive legends representing ownership of the
shares being sold, in such denominations requested by the sellers of the
Registrable Securities or the lead underwriter;


 


(m)                               enter into such agreements and take such
other actions as the sellers of Registrable Securities or the underwriters
reasonably request in order to expedite or facilitate the disposition of such
Registrable Securities, including, without limitation, preparing for, and
participating in, such number of “road shows” and all such other customary
selling efforts as the underwriters reasonably request in order to expedite or
facilitate such disposition;


 


(n)                                 furnish to any holder of such Registrable
Securities on a confidential basis such information and assistance as such
holder may reasonably request in connection with any “due diligence” effort
which such seller deems appropriate; and


 


(o)                                 use its best efforts to take all other
steps necessary to effect the registration of such Registrable Securities
contemplated hereby.


 


As a condition to its registration of Registrable
Securities of any prospective seller, the Company may require such seller of
any Registrable Securities as to which any registration is being effected to
execute powers-of-attorney, custody arrangements and other customary agreements
appropriate to facilitate the offering and to furnish to the Company such
information regarding such seller, its ownership of Registrable Securities and
the disposition of such Registrable Securities as the Company may from time to
time reasonably request in writing and as shall be required by law in
connection therewith.  Each such holder
agrees to furnish promptly to the Company all 


 


16

















 


information required to be disclosed in order to make
the information previously furnished to the Company by such holder not
materially misleading.


 


The Company agrees not to file or make any amendment
to any registration statement with respect to any Registrable Securities, or
any amendment of or supplement to the prospectus used in connection therewith,
which refers to any holder of Registrable Securities, or otherwise identifies
any holder of Registrable Securities as the holder of any Registrable
Securities, without the consent of such holder, such consent not to be
unreasonably withheld or delayed, unless such disclosure is required by law.


 


By acquisition of Registrable Securities, each holder
of such Registrable Securities shall be deemed to have agreed that upon receipt
of any notice from the Company of the happening of any event of the kind
described in Section 7.7(h), such holder will promptly discontinue such
holder’s disposition of Registrable Securities pursuant to the registration
statement covering such Registrable Securities until such holder’s receipt of
the copies of the supplemented or amended prospectus contemplated by
Section 7.7(h).  If so directed by
the Company, each holder of Registrable Securities will deliver to the Company
(at the Company’s expense) all copies, other than permanent file copies, in
such holder’s possession of the prospectus covering such Registrable Securities
at the time of receipt of such notice. 
In the event that the Company shall give any such notice, the period
mentioned in Section 7.7(a) shall be extended by the number of days
during the period from and including the date of the giving of such notice to
and including the date when each seller of any Registrable Securities covered
by such registration statement shall have received the copies of the
supplemented or amended prospectus contemplated by Section 7.7(h).


 


7.8                                 Underwritten Offerings.


 


(a)                                  Underwriting Agreement. 
If requested by the underwriters for any underwritten offering pursuant
to a registration requested under Sections 7.1, 7.2, or 7.6
(including any Take-down Transaction), the Company shall enter into an
underwriting agreement with the underwriters for such offering, such agreement
to be reasonably satisfactory in substance and form to the underwriters and to
Kelso (unless Kelso is not participating in such registration, in which case,
counsel to the Non-Kelso Stockholders). 
Any such underwriting agreement shall contain such representations and
warranties by the Company and such other terms and provisions as are
customarily contained in agreements of this type, including, without
limitation, indemnities to the effect and to the extent provided in
Section 7.12.  Each holder of
Registrable Securities to be distributed by such underwriter who owns 10% or
more of the Common Stock (computed on a fully-diluted basis) at the time of
such offering  and any other holder
of Registrable Securities requested by such underwriter shall be a party to
such underwriting agreement and may, at such holder’s option, require that any
or all of the representations and warranties by, and the agreements on the part
of, the Company to and for the benefit of such 


 


17

















 


underwriters be made to and for the benefit of such holder of
Registrable Securities and that any or all of the conditions precedent to the
obligations of such underwriters under such underwriting agreement shall also
be conditions precedent to the obligations of such holder of Registrable Securities.  No Stockholder in its capacity as stockholder
and/or controlling person (but not in its capacity as director or officer of
the Company) shall be required by any underwriting agreement to make any
representations or warranties to or agreements with the Company or the
underwriters other than representations, warranties or agreements regarding
such holder, the ownership of such holder’s Registrable Securities and such
holder’s intended method or methods of disposition and any other representation
required by law or to furnish any indemnity to any Person which is broader than
the indemnity furnished by such holder pursuant to Section 7.12(b).


 


(b)                                 Selection of Underwriters. 
If the Company at any time proposes to register any of its securities
under the Securities Act for sale for its own account pursuant to an
underwritten offering, the Company will have the right to select the managing
underwriter (which shall be of nationally recognized standing) to administer
the offering, but if Kelso and its Affiliates at such time own at least 51% of
the number of shares of Capital Stock they have acquired, only with the
approval of Kelso, such approval not to be unreasonably withheld.  Whenever a registration requested pursuant to
Section 7.1(a) is for an underwritten offering, Kelso will have the
right to select the managing underwriter (which shall be of nationally
recognized standing) to administer the offering, but only with the approval of
the Company, such approval not to be unreasonably withheld.


 


7.9                                 Holdback Agreements.


 


(a)                                  If and whenever the Company proposes to
register any of its equity securities under the Securities Act for its own
account (other than on Form S-4 or S-8 or any successor form) or is
required to use its best efforts to effect the registration of any Registrable
Securities under the Securities Act pursuant to Sections 7.1, 7.2,
or 7.6, each holder of Registrable Securities agrees by acquisition of
such Registrable Securities not to effect any sale or distribution, including
any sale pursuant to Rule 144 under the Securities Act, or to request
registration under Section 7.1 or 7.2, as the case may be,  of any Registrable Securities within seven
days prior to and 90 days (unless advised by the managing underwriter that a
longer period, not to exceed 180 days, is required, or such shorter period as
the managing underwriter for any underwritten offering may agree) after the
effective date of the registration statement relating to such registration (the
“Trigger Date”), except as
part of such registration or unless, in the case of a sale or distribution not
involving a public offering, the transferee agrees in writing to be subject to
this Section 7.9, even if such Registrable Securities cease to be
Registrable Securities upon such transfer; provided that, with respect
to any Shelf Registration Statement, the Trigger Date shall be the pricing of
any offering made under such registration statement.  If requested by such managing underwriter,
each holder of Registrable Securities agrees to 


 


18

















 


execute an agreement to such effect with the Company and consistent
with such managing underwriter’s customary form of holdback agreement.


 


(b)                                 The Company agrees not to effect any
public sale or distribution of its equity securities or securities convertible
into or exchangeable or exercisable for any of such securities within seven
days prior to and 90 days (or such longer period, not to exceed 180 days, which
may be required by the managing underwriter, or such shorter period as the
managing underwriter may agree) after the Trigger Date with respect to any
registration statement filed pursuant to Section 7.1 or 7.2 (except (i) as
part of such registration, (ii) as permitted by any related
underwriting agreement, (iii) pursuant to an employee equity
compensation plan, or (iv) pursuant to a registration on
Form S-4 or S-8 or any successor form); provided that, with respect
to any Shelf Registration Statement, the Trigger Date shall be the pricing of
any offering made under such registration statement.  In addition, if, and to the extent requested
by the managing underwriter, the Company shall use its best efforts to cause
each holder (other than any holder already subject to Section 7.9(a)) of
its equity securities or any securities convertible into or exchangeable or
exercisable for any of such securities, whether outstanding on the date of this
Agreement or issued at any time after the date of this Agreement (other than
any such securities acquired in a public offering), to agree not to effect any
such public sale or distribution of such securities during such period, except
as part of any such registration if permitted, and to cause each such holder to
enter into an agreement to such effect with the Company and consistent with
such managing underwriter’s customary form of holdback agreement.


 


7.10                           Preparation; Reasonable Investigation. 
In connection with the preparation and filing of each registration
statement registering Registrable Securities under the Securities Act, the
Company shall give counsel referred to in clause (c) of Section 7.7
the opportunity to participate in the preparation of such registration
statement, each prospectus included therein or filed with the Commission, and
each amendment thereof or supplement thereto, and shall give such counsel
access to the financial and other records, pertinent corporate documents and
properties of the Company and its subsidiaries and opportunities to discuss the
business of the Company with its officers and the independent public
accountants who have issued audit reports on its financial statements in each
case as shall be reasonably requested by such counsel in connection with such
registration statement.


 


7.11                           No Grant of Future Registration Rights. 
The Company shall not grant any other demand or incidental registration
rights to any other Person other than by requiring new Stockholders to become
parties to this Agreement.


 


19














 


7.12         Indemnification.


 


(a)           Indemnification
by the Company.  In the event of any
registration of any Registrable Securities pursuant to this Agreement, the
Company shall indemnify, defend and hold harmless (a) each seller
of such Registrable Securities, (b) the directors, members,
stockholders, officers, partners, employees, agents and Affiliates of such
seller, (c) each Person who participates as an underwriter in the
offering or sale of such securities and (d) each person, if any,
who controls (within the meaning of Section 15 of the Securities Act or
Section 20 of the Exchange Act) any of the foregoing against any and all
losses, claims, damages or liabilities (or actions or proceedings in respect
thereof), jointly or severally, directly or indirectly, based upon or arising
out of (i) any untrue statement or alleged untrue statement of a
fact contained in any registration statement under which such Registrable
Securities were registered under the Securities Act, any preliminary
prospectus, final prospectus or summary prospectus contained therein or used in
connection with the offering of securities covered thereby, or any amendment or
supplement thereto, or (ii) any omission or alleged omission to
state a fact required to be stated therein or necessary to make the statements
therein not misleading; and the Company will reimburse each such indemnified
party for any legal or any other expenses reasonably incurred by them in
connection with enforcing its rights hereunder or under the underwriting
agreement entered into in connection with such offering or investigating,
preparing, pursuing or defending any such loss, claim, damage, liability,
action or proceeding, except insofar as any such loss, claim, damage,
liability, action, proceeding or expense arises out of or is based upon an
untrue statement or omission made in such registration statement, any such
preliminary prospectus, final prospectus, summary prospectus, amendment or
supplement in reliance upon and in conformity with written information
furnished to the Company by such seller expressly for use in the preparation
thereof.  Such indemnity shall remain in
full force and effect, regardless of any investigation made by such indemnified
party and shall survive the transfer of such Registrable Securities by such
seller.  If the Company is entitled to,
and does, assume the defense of the related action or proceedings provided
herein, then the indemnity agreement contained in this
Section 7.12(a) shall not apply to amounts paid in settlement of any
such loss, claim, damage, liability, action or proceeding if such settlement is
effected without the consent of the Company (which consent shall not be
unreasonably withheld or delayed).


 


(b)           Indemnification
by the Sellers.  The Company may
require, as a condition to including any Registrable Securities in any
registration statement filed pursuant to Sections 7.1, 7.2 or 7.6
(including any Take-down Transaction) that the Company shall have received an
undertaking satisfactory to it from each of the prospective sellers of such
Registrable Securities to indemnify and hold harmless, severally, not jointly,
in the same manner and to the same extent as set forth in Section 7.12(a),
the Company, its directors, officers, employees, agents and each person, if
any, who controls (within the meaning of Section 15 of the Securities Act
or Section 20 


 


20

















 


of
the Exchange Act) the Company, with respect to any statement or alleged
statement in or omission or alleged omission from such registration statement,
any preliminary prospectus, final prospectus or summary prospectus contained
therein, or any amendment or supplement thereto, if such statement or alleged
statement or omission or alleged omission was made in reliance upon and in
conformity with written information furnished to the Company by such seller
expressly for use in the preparation of such registration statement,
preliminary prospectus, final prospectus, summary prospectus, amendment or
supplement.  Such indemnity shall remain
in full force and effect, regardless of any investigation made by or on behalf
of the Company or any such director, officer or controlling person and shall
survive the transfer of such Registrable Securities by such seller.  The indemnity agreement contained in this
Section 7.12(b) shall not apply to amounts paid in settlement of any
such loss, claim, damage, liability, action or proceeding if such settlement is
effected without the consent of such seller (which consent shall not be unreasonably
withheld or delayed).  The indemnity
provided by each seller of Registrable Securities under this
Section 7.12(b) shall be limited in amount to the net amount of
proceeds actually received by such seller from the sale of Registrable
Securities pursuant to such registration statement.


 


(c)           Notices
of Claims, etc.  Promptly after
receipt by an indemnified party of notice of the commencement of any action or
proceeding involving a claim referred to in the preceding paragraphs of this
Section 7.12, such indemnified party shall, if a claim in respect thereof
is to be made against an indemnifying party, give written notice to the
indemnifying party of the commencement of such action or proceeding, provided
that the failure of any indemnified party to give notice as provided herein
shall not relieve the indemnifying party of its obligations under the preceding
paragraphs of this Section 7.12, except to the extent that the
indemnifying party is materially prejudiced by such failure to give notice.  In case any such action is brought against an
indemnified party, the indemnifying party shall be entitled to participate
therein and to assume the defense thereof, jointly with any other indemnifying
party similarly notified, to the extent that it may wish, with counsel reasonably
satisfactory to such indemnified party, and after notice from the indemnifying
party to such indemnified party of its election so to assume the defense
thereof, the indemnifying party will not be liable to such indemnified party
for any legal or other expenses subsequently incurred by the latter in
connection with the defense thereof except for the reasonable fees and expenses
of any counsel retained by such indemnified party to monitor such action or
proceeding.  Notwithstanding the
foregoing, if such indemnified party reasonably determines, based upon advice
of independent counsel, that a conflict of interest may exist between the
indemnified party and the indemnifying party with respect to such action and
that it is advisable for such indemnified party to be represented by separate
counsel, such indemnified party may retain other counsel, reasonably
satisfactory to the indemnifying party, to represent such indemnified party,
and the indemnifying party shall pay all reasonable fees and expenses of such counsel.  No indemnifying party, in the defense of any
such claim or litigation, shall, except with the consent of such indemnified
party, which consent shall not be 


 


21

















 


unreasonably
withheld, consent to entry of any judgment or enter into any settlement which
does not include as an unconditional term thereof the giving by the claimant or
plaintiff to such indemnified party of a release from all liability in respect
of such claim or litigation.


 


(d)           Other
Indemnification.  Indemnification
similar to that specified in the preceding paragraphs of this Section 7.12
(with appropriate modifications) shall be given by the Company and each seller
of Registrable Securities with respect to any required registration (other than
under the Securities Act) or other qualification of such Registrable Securities
under any federal or state law or regulation of any governmental authority.


 


(e)           Indemnification
Payments.  Any indemnification
required to be made by an indemnifying party pursuant to this Section 7.12
shall be made by periodic payments to the indemnified party during the course
of the action or proceeding, as and when bills are received by such
indemnifying party with respect to an indemnifiable loss, claim, damage, liability
or expense incurred by such indemnified party.


 


(f)            Other
Remedies.  If for any reason any
indemnification specified in the preceding paragraphs of this Section 7.12  is unavailable, or is insufficient to hold harmless an
indemnified party, other than by reason of the exceptions provided therein,
then the indemnifying party shall contribute to the amount paid or payable by
the indemnified party as a result of such losses, claims, damages, liabilities,
actions, proceedings or expenses in such proportion as is appropriate to
reflect the relative benefits to and faults of the indemnifying party on the
one hand and the indemnified party on the other and the statements or omissions
or alleged statements or omissions which resulted in such loss, claim, damage,
liability, action, proceeding or expense, as well as any other relevant
equitable considerations.  The relative
fault of the indemnifying party and of the indemnified party shall be
determined by reference to, among other things, whether the untrue statement of
a material fact or the omission to state a material fact relates to information
supplied by the indemnifying party or by the indemnified party and the parties’
relative intent, knowledge, access to information and opportunity to correct or
prevent such statements or omissions.  No
person guilty of fraudulent misrepresentation (within the meaning of
Section 11(f) of the Securities Act) shall be entitled to
contribution from any person who was not guilty of such fraudulent
misrepresentation.  Notwithstanding the
other provisions of this Section 7.12, in respect of any claim for
indemnification pursuant to this Section 7.12, no indemnifying party
(other than the Company) shall be required to contribute pursuant to this
Section 7.12(f) any amount in excess of (a) the net proceeds
received and retained by such indemnifying party from the sale of its
Registrable Securities covered by the applicable registration statement,
preliminary prospectus, final prospectus, or supplement or amendment thereto,
filed pursuant hereto minus (b) any amounts previously paid by such
indemnifying party pursuant to this Section 7.12 in respect of such claim,
it being understood that insofar as 


 


22

















 


such
net proceeds have been distributed by any indemnifying party to its partners,
stockholders or members, the amount of such indemnifying party’s contribution
hereunder shall be limited to the net proceeds which it actually recovers from
its partners, stockholders or members based upon their relative fault and that
to the extent that such indemnifying party has not distributed such net
proceeds, the amount such indemnifying party’s contribution hereunder shall be
limited by the percentage of such net proceeds which corresponds to the
percentage equity interests in such indemnifying party held by those of its
partners, stockholders or members who have been determined to be at fault.  No party shall be liable for contribution
under this Section 7.12(f) except to the extent and under such
circumstances as such party would have been liable for indemnification under
this Section 7.12 if such indemnification were enforceable under
applicable law.


 


8.                                       Stock Certificate Legend. 
A copy of this Agreement shall be filed with the Secretary of the
Company and kept with the records of the Company.  Each certificate representing shares of
Capital Stock owned by the Stockholders shall bear upon its face the following
legends, as appropriate:


 


(a)                                  “THE SHARES EVIDENCED BY THIS CERTIFICATE
HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), AND MAY NOT BE OFFERED,
SOLD, ASSIGNED, PLEDGED, HYPOTHECATED, TRANSFERRED OR OTHERWISE DISPOSED OF
UNLESS AND UNTIL REGISTERED UNDER THE ACT AND ANY APPLICABLE STATE SECURITIES
LAWS OR UNLESS, IN THE OPINION OF COUNSEL TO THE STOCKHOLDER, WHICH COUNSEL
MUST BE, AND THE FORM AND SUBSTANCE OF WHICH OPINION ARE, SATISFACTORY TO
THE ISSUER, SUCH OFFER, SALE, ASSIGNMENT, PLEDGE, HYPOTHECATION, TRANSFER OR
OTHER DISPOSITION IS EXEMPT FROM REGISTRATION OR IS OTHERWISE IN COMPLIANCE
WITH THE ACT, SUCH LAWS AND THE STOCKHOLDERS AGREEMENT OF THE ISSUER, DATED AS
OF NOVEMBER       , 2006 (THE “STOCKHOLDERS
AGREEMENT”).”


 


(b)                                 THE SHARES OF STOCK REPRESENTED BY THIS
CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON TRANSFER AND OTHER CONDITIONS, AS
SPECIFIED IN THE STOCKHOLDERS AGREEMENT, COPIES OF WHICH ARE ON FILE AT THE
OFFICE OF THE ISSUER AND WILL BE FURNISHED WITHOUT CHARGE TO THE HOLDER OF SUCH
SHARES UPON WRITTEN REQUEST.”


 


23

















 


In addition, certificates representing shares
of Capital Stock owned by residents of certain states shall bear any legends
required by the laws of such states.


 


All
Stockholders shall be bound by the requirements of such legends.  Upon a Registration of any shares of Capital
Stock, the certificate representing the registered shares shall be replaced, at
the expense of the Company, with certificates not bearing the legends required
by clauses (a) and (b) of this Section 8.


 


9.             Covenants;
Representations and Warranties.


 


9.1           New
Stockholders.  Each of the
Stockholders hereby agrees that any Person who after the date of this Agreement
is offered shares of any class or series of Capital Stock or holds stock
options exercisable into shares of Common Stock shall, as a condition precedent
to the acquisition of such shares of Common Stock or the exercise of such stock
options, as the case may be, become a party to this Agreement by executing a
signature page to the same.  Upon
such execution and delivery, such person shall be a Company Stockholder or an
Outside Stockholder hereunder (as determined by the Board based on such
Person’s relationship to the Company) for all purposes of this Agreement
Company shall amend the Schedules to this Agreement accordingly.


 


9.2           No
Other Arrangements or Agreements. 
Each Stockholder hereby represents and warrants to the Company and to
each other Stockholder that, except for this Agreement, and in the case of any
affected Company Stockholder, any stock option agreement of the Company
applicable to such Company Stockholder, he or she is not bound by any other
arrangements or agreements of any kind with any other party with respect to the
shares of Capital Stock, including, but not limited to, arrangements or
agreements with respect to the acquisition or disposition of Capital Stock or
any interest therein or the voting of shares of Capital Stock (whether or not
such agreements and arrangements are with the Company or any of its
subsidiaries, or other Stockholders) and each Non-Kelso Stockholder agrees
that, except as expressly permitted under this Agreement, prior to an IPO he or
she will not enter into any such other arrangements or agreements.


 


9.3           Additional
Representations and Warranties.  Each
Stockholder represents and warrants to the Company and each other Stockholder
that:


 


(a)           such
Stockholder has the power, authority and capacity (or, in the case of any
Stockholder that is a corporation, limited liability company or limited
partnership, all corporate limited liability company or limited partnership
power and authority, as the case may be) to execute, deliver and perform this
Agreement;


 


(b)           in
the case of a Stockholder that is a corporation, limited liability company or
limited partnership, the execution, delivery and performance of this 


 


24

















 


Agreement
by such Stockholder has been duly and validly authorized and approved by all
necessary corporate, limited liability company or limited partnership action,
as the case may be;


 


(c)           this
Agreement has been duly and validly executed and delivered by such Stockholder
and constitutes a valid and legally binding obligation of such Stockholder,
enforceable in accordance with its terms, subject to bankruptcy, insolvency,
reorganization, moratorium or other similar laws affecting or relating to
creditors’ rights generally and general principles of equity; and


 


(d)           the
execution, delivery and performance of this Agreement by such Stockholder does
not and will not violate the terms of or result in the acceleration of any
obligation under (i) any material contract, commitment or other
material instrument to which such Stockholder is a party or by which such
Stockholder is bound or (ii) in the case of a Stockholder that is a
corporation, limited liability company or limited partnership, the certificate
of incorporation and the by-laws, the certificate of formation and the limited
liability company agreement, or the certificate of limited partnership and the
limited partnership agreement, as the case may be.


 


10.           Amendment and Modification.  This Agreement may not be amended, modified
or supplemented without the prior written consent of a majority in interest of
the Stockholders (based on the aggregate number of shares of Capital Stock
owned by the Stockholders at the time of such amendment, modification or
supplement) and, if any amendment, modification or supplement shall treat any
Stockholder adversely and differently from other holders of the class of
Capital Stock held by such Stockholder, the consent of such Stockholder.  The Company shall notify all Stockholders
promptly after any such amendment, modification or supplement shall have taken
effect.


 


11.           Parties.


 


11.1         Assignment
Generally.  The provisions of this
Agreement shall be binding upon and inure to the benefit of the parties hereto
and their respective heirs, legal representatives, successors and assigns, provided
that such assignment shall only occur with a Transfer of shares that complies
with the terms of this Agreement.


 


11.2         Termination.


 


(a)           Any
Stockholder who ceases to own shares of Capital Stock or any interest therein,
shall cease to be a party to, or Person who is subject to, this Agreement and
thereafter shall have no rights or obligations hereunder, provided, however,
that a Transfer of shares of Capital Stock not explicitly permitted under this
Agreement shall not relieve Stockholder of any of his or her obligations
hereunder.


 


25

















 


(b)           All
rights and obligations pursuant to this Agreement other than pursuant to
Section 7 and related provisions of this Agreement shall terminate upon
the occurrence of an IPO and the rights and obligations under Section 1
shall also terminate upon Kelso’s Transfer to a Third Party Investor of more
than 50% of the Preferred Stock it has purchases pursuant to the Subscription
Agreement.


 


11.3         Agreements
to Be Bound.  Notwithstanding
anything to the contrary contained in this Agreement, any Transfer of shares by
a Non-Kelso Stockholder (the “Transferor”)
(other than pursuant to a Registration) shall be permitted under the terms of
this Agreement only if the transferee of such Transferor (the “Transferee”) shall agree in writing to
be bound by the terms and conditions of this Agreement pursuant to an
instrument of assumption reasonably satisfactory in substance and form to the
Company, and in the case of a Transferee of a Company Stockholder who resides
in a state with a community property system, such Transferee causes his or her
spouse, if any, to execute a spousal waiver. 
Upon the execution of the instrument of assumption by such Transferee
and, if applicable, the spousal waiver by the spouse of such Transferee, such
Transferee shall enjoy all of the rights and shall be subject to all of the
restrictions and obligations of the Transferor of such Transferee.


 


12.           Recapitalizations, Exchanges, etc.  Except as otherwise provided herein, the
provisions of this Agreement shall apply to the full extent set forth herein
with respect to (a) the shares of Capital Stock and (b) any and all
shares of capital stock of the Company or any successor or assign of the
Company (whether by merger, consolidation, sale of assets or otherwise) which
may be issued in respect of, in exchange for, or in substitution for the shares
of Capital Stock, by reason of any stock dividend, split, reverse split,
combination, recapitalization, reclassification, merger, consolidation or
otherwise.  All share numbers and
percentages shall be proportionately adjusted to reflect any stock split, stock
dividend or other subdivision or combination effected after the date hereof.


 


13.           No Third Party Beneficiaries.  Except as otherwise provided herein, this
Agreement is not intended to confer upon any Person, except for the parties
hereto, any rights or remedies hereunder.


 


14.           Further Assurances.  Each party hereto shall do and perform or
cause to be done and performed all such further acts and things and shall
execute and deliver all such other agreements, certificates, instruments and
documents as any other party hereto or Person subject hereto may reasonably
request in order to carry out the intent and accomplish the purposes of this
Agreement and the consummation of the transactions contemplated hereby.


 


15.           Governing Law.  This Agreement and the rights and obligations
of the parties hereunder and the Persons subject hereto shall be governed by,
and construed 


 


26

















 


and interpreted in accordance with, the laws of the
State of Delaware, without giving effect to the choice of law principles
thereof.


 


16.           Invalidity of Provision.  The invalidity or unenforceability of any
provision of this Agreement in any jurisdiction shall not affect the validity
or enforceability of the remainder of this Agreement in that jurisdiction or
the validity or enforceability of this Agreement, including that provision, in
any other jurisdiction.


 


17.           Waiver.  Waiver by any party hereto of any breach or
default by the other party of any of the terms of this Agreement shall not
operate as a waiver of any other breach or default, whether similar to or
different from the breach or default waived. 
No waiver of any provision of this Agreement shall be implied from any
course of dealing between the parties hereto or from any failure by either
party to assert its or his or her rights hereunder on any occasion or series of
occasions.


 


18.           Notices.  All notices, requests, demands, waivers and
other communications required or permitted to be given under this Agreement
shall be in writing and shall be deemed to have been duly given if
(a) delivered personally, (b) mailed, certified or registered mail
with postage prepaid, (c) sent by next-day or overnight mail or delivery
or (d) sent by fax, as follows (or to such other address as the party
entitled to notice shall hereafter designate in accordance with the terms
hereof):


 


(i)                                    If to the Company:


 


Global
Geophysical Services, Inc.


3535
Briarpark, Suite 200


Houston
TX 77042


Fax:
(713) 979-1560


Attention:
Craig Murrin, Esq.


Vice
President, Secretary & General Counsel


 


with a copy (which shall not constitute notice) to:


 


Haynes
and Boone, L.L.P.


1221
McKinney Street, Suite 2100


Houston,
Texas  77010


Fax: (713) 236-5540


Attention: Bryce D. Linsenmayer, Esq.


 


and
with a copy to Kelso (which shall not constitute notice) at its address set
forth below.


 


27

















 


(ii)                                 If to a Company Stockholder, to his or
her attention at:


 


c/o Global Geophysical Services, Inc.


3535 Briarpark, Suite 200


Houston TX 77042


Fax:
(713) 979-1560


 


(iii)                             If to [name
of Outside Stockholder], to it at:


 


[                                              ]


[                                              ]


[                                              ]


Fax:


Attention:


 


(iv)                             If to Kelso, to it at:


 


Kelso &
Company


320
Park Avenue, 24th Floor


New
York, New York 10022


Fax:  212-223-2379


Attention:  James Connors, Esq.


Managing
Director & General Counsel


 


All such notices, requests, demands, waivers
and other communications shall be deemed to have been received if by
(w) personal delivery, on the day delivered, (x) certified or
registered mail, on the fifth business day after the mailing thereof,
(y) next-day or overnight mail or delivery, on the day delivered, or
(z) fax, on the day delivered, provided that such delivery is
confirmed.


 


19.           Headings.  The headings to sections in this Agreement
are for the convenience of the parties only and shall not control or affect the
meaning or construction of any provision hereof.


 


20.           Counterparts.  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.


 


21.           Entire Agreement.  This Agreement, the Stock Subscription
Agreement and, in the case of any affected Company Stockholder, any employment
agreement with the Company and any stock option agreement of the Company
applicable to such Company Stockholder, constitute the entire agreement and
understanding of the parties hereto with respect to the matters referred to
herein.  This Agreement and the
agreements referred to in the preceding sentence supersede all prior agreements
and 


 


28

















 


understandings among the parties with respect to such
matters.  Without limiting the generality
of the foregoing, this Agreement supersedes all rights and obligations under
any prior investor rights agreement or stockholders agreement.  There are no representations, warranties,
promises, inducements, covenants or undertakings relating to the shares of
Capital Stock other than those expressly set forth or referred to herein or in
the agreements referred to in the first sentence of this Section 21.


 


22.           Injunctive Relief.  The shares of Capital Stock cannot readily be
purchased or sold in the open market, and for that reason, among others, the
Company and the Stockholders will be irreparably damaged in the event this
Agreement is not specifically enforced. 
Each of the parties therefore agrees that in the event of a breach of
any provision of this Agreement, the aggrieved party may elect to institute and
prosecute proceedings in any court of competent jurisdiction to enforce
specific performance or to enjoin the continuing breach of this Agreement.  Such remedies shall, however, be cumulative
and not exclusive, and shall be in addition to any other remedy which the
Company or any Stockholder may have. 
Each Stockholder hereby irrevocably submits to the non-exclusive jurisdiction
of the state and federal courts in New York for the purposes of any suit,
action or other proceeding arising out of or based upon this Agreement or the
subject matter hereof.  Each Stockholder
hereby consents to service of process made in accordance with Section 18.


 


23.           Involuntary Transfers.   Any transfer of title or beneficial
ownership of shares of Capital Stock upon default, foreclosure, forfeit,
divorce, court order or otherwise than by a voluntary decision on the part of a
Stockholder (each, an “Involuntary Transfer”) shall be void unless the
Stockholder complies with this Section 23 and enables the Company to
exercise in full its rights hereunder. 
Upon any Involuntary Transfer, the Company shall have the right to
purchase such shares pursuant to this Section 23 and the person or entity
to whom such shares have been Transferred (the “Involuntary Transferee”) shall
have the obligation to sell such shares in accordance with this
Section 23.  Upon the Involuntary
Transfer of any shares of Capital Stock, such Stockholder shall promptly (but
in no event later than two days after such Involuntary Transfer) furnish
written notice to the Company indicating that the Involuntary Transfer has
occurred, specifying the name of the Involuntary Transferee, giving a detailed
description of the circumstances giving rise to, and stating the legal basis
for, the Involuntary Transfer.  Upon the
receipt of such notice, and for 60 days thereafter, the Company shall have the
right to purchase, and the Involuntary Transferee shall have the obligation to
sell, all (but not less than all) of the shares of Capital Stock acquired by
the Involuntary Transferee for a purchase price equal to the lesser of
(i) the Fair Market Value of such shares of Common Stock , (ii) the
Carrying Value of such shares of Common Stock; provided that the excess, if
any, of the purchase price so determined over the amount of such indebtedness
or other liability that gave rise to the Involuntary Transfer shall be paid
directly to the Stockholder and not to the Involuntary Transferee.


 


29

















 


24.           Defined Terms.  As used in this Agreement, the following
terms shall have the meanings ascribed to them below:


 


Affiliate: 
with respect to any Person, (i) any other Person that
directly, or indirectly through one or more intermediaries, controls, is
controlled by or is under common control with, such specified Person, for so
long as such Person remains so associated to the specified Person or (ii) in
the case of a natural Person, any Family of such or any Person that directly,
or indirectly through one or more intermediaries, is controlled by or is under
common control with such Family.


 


Board:  the board of directors of the Company.


 


Capital
Stock:  the Common Stock and the Preferred Stock.


 


Carrying
Value:  with respect to any share of Capital Stock
being purchased by the Company shall be equal to the price paid by the selling
Stockholder for any such share less the amount of dividends and other
distributions paid in respect of such share.


 


Closing: 
the “Closing” shall mean the closing of the “First Subscription” by
Kelso under the terms of the Subscription Agreement.


 


Commission:  the Securities and Exchange Commission.


 


Common
Stock:  the Class A Common Stock of the Company,
par value $.01 per share and the Class B Common Stock of the Company, par
value $.01 per share.


 


Company
Sale:  a sale, conveyance or other disposition of
the Company, whether by merger, consolidation, sale of all or substantially all
of the Company’s assets or sale of capital stock, including any issuance or
transfer of Capital Stock of the Company to any Person.


 


Company
Sale Process:  a process reasonably designed to solicit for
the benefit of the Company and all of its stockholders offers from third
parties who wish to acquire the Company or its assets in a transaction that
would constitute a Company Sale, it being understood that, notwithstanding
anything herein to the contrary, such process shall include the engagement of
investment bankers or other financial advisors and the provision of access to
personnel and information in a manner that is customary for such transactions.


 


Eligible
Stockholder:  Any Stockholder that holds, collectively with
its Affiliates, more than 50,000 shares of Capital Stock.


 


30

















 


Excluded
Shares:  “Exempted Securities” as defined in the
Certificate of Designation.


 


Fair
Market Value:  with respect to any share of Capital Stock
means (i) the fair market value of the entire Capital Stock equity
interest of the Company taken as a whole, without additional premiums for
control or discounts for minority interests or restrictions on transfer,
divided by (ii) the number of outstanding shares of Capital Stock,
calculated on a fully-diluted basis, as determined by the most recent appraisal
conducted by the Company with respect to its equity, provided that if such most
recent appraisal is more than a year old, as determined by an independent
appraiser that will be retained by the Company for this purpose.


 


Family: 
with respect to any natural Person, his or her spouse, siblings and
lineal descendants and ascendants, such siblings’ lineal descendants and lineal
ascendants, such siblings’ lineal descendants’ and lineal ascendants’
respective spouses, any estate planning vehicle solely for such Persons.


 


IPO: 
a “Qualified Public Offering” as defined in the Certificate of
Designation.


 


Material
Event Notice:  a certificate signed by the President of the
Company stating that the Company has pending or in process as of the date of
such certificate a material transaction (including, but not limited to, a
financing transaction), the disclosure of which would, in the good faith
judgment of the Board, materially and adversely affect the Company.


 


Person: 
an individual, corporation, partnership, limited liability company,
joint venture, association, trust or other entity or organization, including a
government or political subdivision or an agency or instrumentality thereof.


 


Preferred
Stock:  the Series A Convertible Preferred
Stock, par value $.01 per share.


 


Registrable Securities:  the shares of Capital Stock
beneficially owned (within the meaning of Rule 13d-3 of the Exchange Act)
by the Stockholders, except, for any shares of Capital Stock
beneficially owned by a Company Stockholder that (i) were issued to
such Company Stockholder pursuant to an effective registration statement under
the Securities Act on Form S-8 or (ii) may be sold by such
Company Stockholder pursuant to Rule 144(k) under the Securities
Act.  As to any particular shares of
Capital Stock, such securities shall cease to be Registrable Securities when (i) a
registration statement with respect to the sale of such securities shall have
become effective under the Securities Act and such securities shall have been
disposed of in accordance with such registration statement, (ii) a
registration statement on Form S-8 with respect to the sale of 


 


31

















 


such
securities shall have become effective under the Securities Act, (iii) they
shall have been sold to the public pursuant to Rule 144 under the
Securities Act, (iv) they shall have been otherwise transferred and
subsequent disposition of them shall not require registration or qualification
of them under the Securities Act or any similar state law then in force or (v) they
shall have ceased to be outstanding.  Any
and all shares of Capital Stock which may be issued in respect of, in exchange
for, or in substitution for any Registrable Securities, whether by reason of
any stock split, stock dividend, reverse stock split, recapitalization,
combination or otherwise, shall also be “Registrable Securities” hereunder.


 


Registration: 
the closing of a public offering pursuant to an effective registration
statement under the Securities Act.


 


Securities
Act:  the Securities Act of 1933, as amended, or
any successor federal statute, and the rules and regulations thereunder
which shall be in effect at the time.


 


Subscription
Agreement:  the Subscription Agreement, dated as of
November 21, 2006 by and among KIA, KEP and the Company.


 


Subsidiary: 
any corporation a majority of whose outstanding voting securities is
owned, directly or indirectly, by the Company.


 


Third
Party Investor:  any Person other than an Affiliate of Kelso.


 


Transfer: 
any direct or indirect sale, assignment, mortgage, transfer, pledge,
hypothecation or other disposal.


 


32














 


IN
WITNESS WHEREOF this Agreement has been signed by each of the parties hereto,
and shall be effective as of the date first above written.


 


 


	
   

  	
  COMPANY:

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  GLOBAL GEOPHYSICAL SERVICES,
  INC.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  KELSO:

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  KELSO INVESTMENT ASSOCIATES VI,
  L.P.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  Kelso GP VI, LLC.,

  
	
   

  	
   

  	
   

  	
  its general partner

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
   

  	
  Title:  Managing
  Member

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  KEP VI, LLC

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
   

  	
  Title:  Managing
  Member

  



 


33

















 


	
   

  	
  NON-KELSO STOCKHOLDERS:

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  COMPANY STOCKHOLDERS:

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Duncan W.
  Riley, Jr.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Heidi Brown

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  John Degner

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Larry Doudna

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Maurice Flynn

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Oscar Ortega

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Richard A. Degner

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Thomas J. Fleure

  



 


34

















 


	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Vlad Vanovac

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  William Parker

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Craig A. Lindberg

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Craig M. Murrin

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Edward Newberry

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Jeff Howell

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  John Schneider

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Kirk Girouard

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Robin Guscette

  



 


35

















 


	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Terry Sadler

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Steve Hammond

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  OUTSIDE STOCKHOLDERS:

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Alan Smith

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Alta Jacobs

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  THE ARVIND SANGER
  TWO-YEAR (GLOBAL GEOPHYSICAL SERVICES, INC.) ANNUITY TRUST

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  	
  Name:  Arvind Sanger, Trustee

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  ASLAN CAPITAL MASTER
  FUND, LP

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
   

  	
  Title:

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  CCR FAMILY TRUST

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  	
  Name:  Charles Ramsey, Trustee

  



 


36

















 


	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Charles G.Lindberg

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Clive Richards

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Cordelia Degner

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Damir S. Skerl

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Dan Scheffer

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Darren Gosda

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Donalda Cochrane

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  ECLETO PARTNERS, L.P.
  by

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  ECLETO PARTNERS
  MANAGEMENT, L.L.C.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  John Russell, Member
  and Manager

  



 


37

















 


	
   

  	
   

  	
   

  	
  ENTEX PARTNERS

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
   

  	
  Title:

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Gary Weiss

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  GREG SMITH TRUST

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  	
  Trustee:

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Heidi Brown

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Jerry Houlton

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Jim Copp

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Jim Henning

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Jim Payne

  



 


38

















 


	
   

  	
   

  	
   

  	
  JIM PAYNE GRANDCHILDREN
  TRUST

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Jim Payne, Trustee

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  J&K EQUITY
  PARTNERS LP

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
   

  	
  Title:

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Joanne Seale Wilson

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  James Drummond

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Joe Chatoor

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  John Houlton

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Jorge Estrada M.

  



 


39

















 


	
   

  	
   

  	
   

  	
  JR RUSSELL II
  TRUST OF 2006

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  John R. Russell,
  Trustee

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Judy O’Donnell

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Jun Lu

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Ken Juncker

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Kurt Griskonis

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Larry Doudna

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Margaret English

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Mark Magness

  



 


40

















 


	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Maurice Flynn

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Michael Copp

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Mike Forrest

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  NEEB TRUST

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
   

  	
  Title:

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Randy
  Newcomber, Jr.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  NU DIVERSE LP

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
   

  	
  Title:

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Oscar T
  Ortgega, Sr.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Pamela Kelly

  



 


41

















 


	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Peter Knox

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Randy Newcomer

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Ron Crooner

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Ross Fruin

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Ross MacDonald

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Ross Sandul

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Scott Brown

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Shirley Brown

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Steve Falko

  



 


42

















 


	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Steve Magnani

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Steve Primeau

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  THERESA FOSSIER TRUST
  OF 2006

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
   

  	
  Title:

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Tom Fleure

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Vernon Dovich

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Vlad Vanovac

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Walter Wilson

  



 


43

















 


	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Yanping Zhang

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  NANCY WILSON
  FAMILY TRUST

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By:

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Walter Wilson,
  Trustee

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Joane Seale
  Wilson

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  WAYZATA
  INVESTMENT PARTNERS LLC

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Blake M. Carlson,
  Partner

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  TREATY
  OAK ACORN FUND, LP

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
   

  	
  Title:

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  TREATY OAK IRONWOOD,
  LTD.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
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  Title:

  	
   

  



 


44

















 


	
   

  	
   

  	
   

  	
  TREATY OAK
  MASTER FUND, LP

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  	
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