Exhibit 4.1


 


THIRD AMENDED AND RESTATED PROMISSORY
NOTE


 





	$100,000.00	As of ___________, 20__



 


SAExploration Holdings,
Inc. (“Maker”), formerly known as Trio Merger Corp., promises to pay to the order of __________ (“Payee”)
the principal sum of One Hundred Thousand Dollars and No Cents ($100,000.00) in lawful money of the United States of America, on
the terms and conditions described below. This Note supersedes and replaces the Second Amended and Restated Promissory Note in
the same principal amount made by Maker to Payee on August 13, 2013.


 


1.Principal.
The principal balance of this Note shall be repayable on December 31, 2013.


 


2.Interest.
No interest shall accrue on the unpaid principal balance of this Note.


 


3.Application
of Payments. All payments shall be applied first to payment in full of any costs incurred in the collection of any sum due
under this Note, including (without limitation) reasonable attorneys’ fees, then to the payment in full of any late charges
and finally to the reduction of the unpaid principal balance of this Note.


 


4.Events of
Default. The following shall constitute Events of Default:


 


(a)Failure
to Make Required Payments. Failure by Maker to pay the principal of this Note within five (5) business days following the date
when due.


 


(b)Voluntary
Bankruptcy, Etc. The commencement by Maker of a voluntary case under the Federal Bankruptcy Code, as now constituted or hereafter
amended, or any other applicable federal or state bankruptcy, insolvency, reorganization, rehabilitation or other similar law,
or the consent by it to the appointment of or taking possession by a receiver, liquidator, assignee, trustee, custodian, sequestrator
(or other similar official) of Maker or for any substantial part of its property, or the making by it of any assignment for the
benefit of creditors, or the failure of Maker generally to pay its debts as such debts become due, or the taking of corporate action
by Maker in furtherance of any of the foregoing.


 


(c)Involuntary
Bankruptcy, Etc. The entry of a decree or order for relief by a court having jurisdiction in the premises in respect of maker
in an involuntary case under the Federal Bankruptcy Code, as now or hereafter constituted, or any other applicable federal or state
bankruptcy, insolvency or other similar law, or appointing a receiver, liquidator, assignee, custodian, trustee, sequestrator (or
similar official) of Maker or for any substantial part of its property, or ordering the winding-up or liquidation of its affairs,
and the continuance of any such decree or order unstayed and in effect for a period of 60 consecutive days.


 






    	 



    	 



    

  


5.Remedies.


 


(a)Upon the occurrence
of an Event of Default specified in Section 4(a), Payee may, by written notice to Maker, declare this Note to be due and payable,
whereupon the principal amount of this Note, and all other amounts payable thereunder, shall become immediately due and payable
without presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived, anything contained
herein or in the documents evidencing the same to the contrary notwithstanding.


 


(b)Upon the occurrence
of an Event of Default specified in Sections 4(b) and 4(c), the unpaid principal balance of, and all other sums payable with regard
to, this Note shall automatically and immediately become due and payable, in all cases without any action on the part of Payee.


 


6.Conversion.
Prior to payment in full of the principal balance of, and all other sums payable with regard to, this Note, the Holder shall have
the option, but not the obligation, to convert the principal balance of this Note, in whole or in part at the option of the Holder,
into warrants (“Warrants”) of the Maker at a price of $0.50 per Warrant; provided, however, that the Holder shall be
permitted to convert this Note only if the stockholders of the Maker have approved the issuance of the Warrants to the Holder if
such approval is necessary under applicable rules. The Warrants will be identical to the “insider warrants” (as such
term is defined in the Maker’s final prospectus for its initial public offering, dated June 21, 2011). As promptly after
notice by Holder to Maker to convert the principal balance of this Note as is reasonably practicable and after Holder’s surrender
of this Note, but no more than three (3) business days after the later of such notice and surrender of this Note, Maker shall have
issued and delivered to Holder, without any charge to Holder, a certificate or certificates (issued in the name(s) requested by
Holder) for the number of Warrants of Maker issuable upon the conversion of this Note.


 


7.Waivers.
Maker and all endorsers and guarantors of, and sureties for, this Note waive presentment for payment, demand, notice of dishonor,
protest, and notice of protest with regard to the Note, all errors, defects and imperfections in any proceedings instituted by
Payee under the terms of this Note, and all benefits that might accrue to Maker by virtue of any present or future laws exempting
any property, real or personal, or any part of the proceeds arising from any sale of any such property, from attachment, levy or
sale under execution, or providing for any stay of execution, exemption from civil process, or extension of time for payment; and
Maker agrees that any real estate that may be levied upon pursuant to a judgment obtained by virtue hereof, on any writ of execution
issued hereon, may be sold upon any such writ in whole or in part in any order desired by Payee.


 


8.Unconditional
Liability. Maker hereby waives all notices in connection with the delivery, acceptance, performance, default, or enforcement
of the payment of this Note, and agrees that its liability shall be unconditional, without regard to the liability of any other
party, and shall not be affected in any manner by any indulgence, extension of time, renewal, waiver or modification granted or
consented to by Payee, and consents to any and all extensions of time, renewals, waivers, or modifications that may be granted
by Payee with respect to the payment or other provisions of this Note, and agree that additional makers, endorsers, guarantors,
or sureties may become parties hereto without notice to them or affecting their liability hereunder.


 






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9.Notices.
Any notice called for hereunder shall be deemed properly given if (i) sent by certified mail, return receipt requested, (ii) personally
delivered, (iii) dispatched by any form of private or governmental express mail or delivery service providing receipted delivery,
(iv) sent by telefacsimile or (v) sent by e-mail, to the following addresses or to such other address as either party may designate
by notice in accordance with this Section:


 


 


If to Maker:


 


SAExploration Holdings,
Inc.


3333 8th Street SE, 3rd Floor


Calgary Alberta, T2G 3A4


 


If to Payee:


 


_______________________


777 Third Avenue, 37th Floor


New York, New York 10017


 


Notice shall be deemed given on the earlier
of (i) actual receipt by the receiving party, (ii) the date shown on a telefacsimile transmission confirmation, (iii) the date
on which an e-mail transmission was received by the receiving party’s on-line access provider (iv) the date reflected on
a signed delivery receipt, or (vi) two (2) Business Days following tender of delivery or dispatch by express mail or delivery service.


 


10.Construction.
This Note shall be construed and enforced in accordance with the domestic, internal law, but not the law of conflict of laws, of
the State of New York.


 


11.Severability.
Any provision contained in this Note which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be
ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any
such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other
jurisdiction.


 


IN WITNESS WHEREOF,
Maker, intending to be legally bound hereby, has caused this Third Amended and Restated Promissory Note to be duly executed by
its Chief Financial Officer as of the 9th day of October, 2013.


 





	 	SAEXPLORATION HOLDINGS, INC.
	 	 	 
	 	 	 
	 	By:	 
	 	 	Name: Brent Whiteley
	 	 	Title: Chief Financial Officer



 






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Schedule to Exhibit 4.1


Form of Third Amended and Restated Convertible
Promissory Notes 


Issued to Eric S. Rosenfeld and David
D. Sgro on October 9, 2013


 


Pursuant to Instruction 2 to Item 601 of Regulation S-K, this
schedule identifies material details in which the five executed Third Amended and Restated Convertible Promissory Notes differed
from the form of such document filed as Exhibit 4.1.


 


	Name of Payee	Number of Notes Issued	Issue Date
	Eric S. Rosenfeld	Three	
        April 25, 2012

        September 26, 2012

        November 21, 2012

	 	 	 
	David D. Sgro	Two	
        March 7, 2013

        June 4, 2013