Exhibit 4.5


 


GLOBAL GEOPHYSICAL SERVICES, INC.


 


AMENDED AND RESTATED


 


PLAN OF RECAPITALIZATION


 


Whereas, Global Geophysical Services, Inc.
(the “Company”) is a corporation
organized and existing under the laws of the State of Delaware;


 


Whereas, at
a Special Meeting held on July 28, 2006, the Company’s shareholders
approved a Plan of Recapitalization dated July 14, 2006 (the “Original Plan”) that provided
for the conversion of all of the Company’s outstanding capital stock into a
single, new class of Common Stock, the amendment of the Company’s governing
documents to reflect the new capital structure, and the authorization of the
Company’s Board of Directors to
split the new Common Stock at a ratio to be determined by the Board of
Directors in the event of a public
offering of the Company’s stock on or before March 31, 2007 (the “Deadline”);


 


Whereas, no
public offering occurred by the Deadline, as result of which the Original Plan
terminated by its own terms on that date;


 


Whereas, the
Board of Directors of the Company has determined that it is in the best
interest of the Company to revive the Original Plan, and to amend it by
extending the Deadline, adapting the definitions of the Original Plan to
conform to intervening changes in the Company’s Certificate of Incorporation
and capital structure, and omitting certain provisions of the Original Plan
that have already been put into effect, such as the division of the Board of
Directors of the Company into three classes;


 


Now, therefore, this Amended and Restated Plan of Recapitalization (the “Plan”) revives the Original
Plan and amends it by restatement in its entirety to read as follows:


 


1.                 Summary


 


The Company has obtained financing through a series of private
placements of equity securities, principally a series of preferred stock, to
accredited investors. In addition, employees have received shares of capital
stock pursuant to written agreements with the Company. As a result of these
issuances, the Company’s authorized capital structure consists of two classes
of common stock and three series of preferred stock.


 


The Board of Directors of the Company has determined that it may be in
the Company’s best interest to seek additional financing through an initial
public offering of equity securities of the Company that will be registered
with the United States Securities and Exchange Commission and pursuant to the
securities laws of applicable states. To facilitate such a public offering, the
Board of Directors believes that it may be in the best interest of the Company
and its stockholders (i) to simplify the Company’s capital structure by
effecting the conversion of all existing shares of common and preferred stock
and creating a single class of common stock, (ii) to adopt a Third Amended
and Restated Certificate of Incorporation to reflect the foregoing conversion,
and (iii) to authorize the Board of Directors of the Company to split the
Company’s 


 


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existing or new capital stock at a ratio to be determined by the Board
if the Board deems it desirable to do so in order to facilitate the public
offering.


 


2.                 Definitions


 


Capitalized terms used in the Plan shall have the meanings assigned to
them in this Section 2.  Singular
terms shall include the plural as well as the singular, and vice versa.  Use of the masculine gender shall include the
feminine as well.  The terms “herein,” “hereof”
and “hereunder,” and other words of similar import, refer to the Plan as a
whole and not to any particular Section or other subdivision.


 


“Board” means the Board of
Directors of the Company.


 


“Certificate” means the Second Amended
and Restated Certificate of Incorporation of the Company filed with the
Delaware Secretary of State on March 22, 2007 together with the
Certificate of Correction thereto filed with the Delaware Secretary of State on
March 29, 2007, as it may be amended hereafter and prior to the Effective
Date.


 


“Commission” means the United States
Securities and Exchange Commission.


 


“Company” means Global Geophysical
Services, Inc., a Delaware corporation.


 


“Custody Letter” means the Letter of
Transmittal and Custody Agreement to the Stock Transfer Agent in the form to be
provided to Stockholders.


 


“DGCL” means the Delaware General
Corporation Law, as amended.


 


“Effective Date” means the effective time
and date stated in the Restated Certificate filed with the Delaware Secretary
of State pursuant to Section 4(a) of the Plan.


 


“Existing Common Stock” means the
Existing A Common Stock and the Existing B Common Stock, each as hereinafter
defined.


 


“Existing A Common Stock” means the
30,000,000 shares of Class A common stock of the Company authorized to be
issued by the Certificate, 3,709,100 shares of which are presently issued and
outstanding.


 


“Existing B Common Stock” means the
120,000,000 shares of Class B common stock of the Company authorized to be
issued by the Certificate, 4,601,655 shares of which are presently issued and
outstanding.


 


“Existing Covenants” means those
certain letter agreements, together with the rights, privileges and obligations
contained therein, by and between the Company and its employees who own shares
of Existing Common Stock.


 


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“Existing Preferred Stock” means the
existing Series A Convertible Preferred Stock of the Company authorized to
be issued by the Certificate, 20,243,040 shares of which are presently issued
and outstanding.


 


“New Common Stock” means the new,
single class of common stock of the Company to be authorized upon the filing of
the Third Amended and Restated Certificate of Incorporation of the Company with
the Delaware Secretary of State.


 


“Plan” means this Plan of
Recapitalization, as it may hereafter be amended.


 


“Public Offering” means the
proposed initial public offering of New Common Stock by the Company pursuant to
the Registration Statement.


 


“Registration Statement” means a
registration statement on the form prescribed by the Commission that may be
filed by the Company with the Commission for the Public Offering.


 


“Requisite Amount” means the
affirmative vote of at least a majority of the issued and outstanding shares
(excluding those held in the Company’s treasury) of Existing A Common Stock,
the Existing B Common Stock, and the Existing Preferred Stock, each voting as a
separate class.


 


“Restated Certificate” means the
Third Amended and Restated Certificate of Incorporation of the Company in the
form attached hereto as Exhibit A.


 


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


 


“Stock Transfer Agent” means the stock
transfer agent to be selected by the Company to serve as the stock transfer
agent for the New Common Stock.


 


“Stockholders” means, at any particular
time prior to the Effective Date, the holders of the Existing Common Stock
and/or Existing Preferred Stock.


 


3.                 Conditions to
Implementation of the Plan


 


The Plan will not be effective and will not be implemented until each
of the following conditions has been satisfied:


 


(a)                Approval by the
Stockholders.  The
Stockholders must vote for and approve the Plan in accordance with the DGCL, by
the Requisite Amount, either by written consent or at a special meeting of the
Stockholders.  As a condition to
approving the Plan, the Stockholders must also vote for and approve the Restated
Certificate and authorize the Board to split the New Common Stock, each by the
Requisite Amount.


 


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(b)               Registration
Statement Declared Effective.  The Registration Statement must be declared
effective by the Commission, and such declaration shall not have been revoked.


 


(c)                Closing of
Public Offering.  The
underwriters and the Company shall have executed and delivered the underwriting
agreement for the Public Offering, and the managing underwriter shall have
notified the Company that the managing underwriter is prepared, subject to the
terms of the underwriting agreement, to close the Public Offering.


 


(d)               Board Approval.  The Board shall have adopted a resolution
determining to put into effect the Plan, or any portion thereof. (For example,
the Board may determine to further split the existing three shares of the
Company’s stock, but not to carry out the conversion of Existing Preferred
Stock and Existing Common Stock into New Common Stock as contemplated by
paragraph 4 (b) and (d) below.)


 


(e)                Compliance with
Laws.  The Company and the Board
shall comply with any other conditions necessitated by compliance with
applicable securities laws and the DGCL, all in the Board’s discretion.


 


4.                 Implementation
of the Plan


 


Following the satisfaction of the conditions set forth in Section 3,
the Plan will be implemented as follows:


 


(a)                Conversion of
Existing Common Stock and Existing Preferred Stock.  If the Board determines to carry out the
conversion of Existing Preferred Stock and Existing Common Stock into New
Common Stock, then:


 


(i)                 Filing of
Restated Certificate.  Prior to
the execution and delivery of the underwriting agreement for the Public
Offering, the Company shall execute and file the Restated Certificate with the
Delaware Secretary of State.


 


(ii)                Conversion of
Existing Common Stock and Existing Preferred Stock. On the
Effective Date, each issued and outstanding share of Existing Preferred Stock
and Existing Common Stock shall be automatically converted into one (1) share
of New Common Stock.


 


(iii)               Cancellation of
Shares not Outstanding.  All
shares of Existing Common Stock and Existing Preferred Stock not outstanding
shall be automatically canceled.


 


(iv)              Effectiveness
of Existing Covenants.  The
Existing Covenants shall remain in full force and effect with respect to the
shares of New Common Stock issued and outstanding pursuant to the Restated
Certificate, after giving effect to the Plan and the split contemplated in Section 4(b),
if any.


 


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(v)               Delivery of
Certificates and Custody Letter.  As soon as practicable before or after the
Effective Date, Stockholders shall be notified and requested to surrender
certificates for shares of Existing Preferred Stock or Existing Common Stock,
duly endorsed in blank, together with the Custody Letter.  Such stock certificates and Custody Letters
shall be delivered to the Stock Transfer Agent, who will issue certificates
representing the appropriate number of shares of New Common Stock in accordance
with the Custody Letter terms.  The Stock
Transfer Agent will, in its reasonable discretion, determine the procedure to
address lost certificates and similar matters regarding the exchange of
Existing Common and Existing Preferred Stock for shares of New Common
Stock.  No fractional shares or
certificates will be issued in connection with the Plan.  Rather, the Company will pay cash in lieu of
any fraction of a share which any Stockholder would otherwise receive.  The price for such fractional shares will be
the price per share of New Common Stock in the Public Offering.


 


(b)               Stock Split.  On the Effective Date, at the option of the
Board, either (i) the Existing Preferred Stock and Existing Common Stock
may be split or reverse split into a larger or smaller number of shares of the
same class and series or (ii) if the conversion of Existing Preferred
Stock and Existing Common Stock into New Common Stock has occurred,  the New Common Stock may be split or reverse
split into a larger or smaller number of shares of New Common Stock, in each
case at a ratio to be determined by the Board, all in its sole discretion.


 


5.                 Miscellaneous


 


(a)                No Waiver of
Approval Rights.  By
approving the Plan, the holders of the Existing Preferred Stock are not waiving
any approval rights under the Certificate of Designation for the Existing
Preferred Stock, including approval over issuances or repurchases of shares
pursuant to Section C(c) of such Certificate of Designations.


 


(b)               Termination of
the Plan.  At any time
prior to the Effective Date, the Board may, in its sole discretion, elect to
terminate the Plan. If all conditions set forth in Section 3 hereof are
not satisfied on or before December 31, 2011, or if the Board should
sooner determine, for any reason, not to proceed with the Plan, this Plan will
terminate.  No person shall have any
rights or claims against the Company, the Board or any officers, employees or
representatives of the Company or any subsidiaries of the Company in the event
the Plan is terminated.


 


(c)                Amendment to
the Plan.  The Plan
may not be amended by the Board without the approval of the Stockholders in
accordance with the DGCL, either by written consent or at a special meeting of
the Stockholders.


 


(d)               Right to Rely
upon Documents Deemed Genuine.  The Company, the Board, and the directors,
officers and employees of the Company or its subsidiaries shall have the right
to rely upon documents and records deemed in good faith to be genuine,
authorized or properly executed and shall incur no liability or obligation for
acting in reliance thereon.


 


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(e)                Governing Law.  The Plan, and the rights and obligations of
all parties under the Plan, will be governed by and construed in accordance
with the internal laws of the State of Delaware.


 


Dated April 14, 2008.


 


 


	
   

  	
  Global
  Geophysical Services, Inc.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   /S/
  Richard A. Degner

  
	
   

  	
   

  	
  Richard
  A. Degner, President

  



 


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