STOCK PURCHASE AGREEMENT
  MITCHAM CANADA LTD.,
 ,
  Brett Cameron, Teresa Marshall,
 Steve and Ann Matthews,




---



##### 



TABLE OF CONTENTS
 Page
 
 1.1 Purchase and Sale of Shares
    
    
    11.2 Purchase Price
    
    
    21.3 Working Capital Adjustment
    
    
    21.4 Earn-Out Payments
    
    
    3
 
 2.1 Closing
    
    
    32.2 Deliveries by Cameron
    
    
    32.3 Deliveries by Matthews
    
    
    42.4 Deliveries by the Sellers
    
    
    42.5 Deliveries by the Buyer
    
    
    52.6 Costs; Transfer Taxes, and Fees
    
    
    5
 
 3.1 Representations and Warranties Regarding Holdco1
    
    
    63.2 Warranties Regarding Holdco2
    
    
    7
 
 4.1 Organization
    
    
    94.2 Subsidiaries
    
    
    104.3 Capitalization
    
    
    104.4 Financial Statements and Other Financial Information
    
    
    104.5 No Undisclosed Liabilities
    
    
    104.6 Facilities
    
    
    104.7 Tangible Personal Property
    
    
    114.8 Contracts and Commitments
    
    
    114.9 Permits
    
    
    114.10 No Conflict or Violation
    
    
    114.11 Books and Records
    
    
    124.12 Litigation
    
    
    124.13 Employment Matters
    
    
    124.14 Compliance with Law
    
    
    134.15 Intellectual Property
    
    
    134.16 Tax Matters
    
    
    154.17 Banking Relationships
    
    
    154.18 No Other Agreements to Sell the Assets or Equity Interests of AES
    
    
    154.19 Disclosure; No Material Misstatements
    
    
    164.20 Payment of Special Dividend
    
    
    16
 i




---



##### 



4.21 Accounts Receivable
    
    
    16
 
 5.1 Organization of Buyer
    
    
    175.2 Authorization
    
    
    175.3 No Conflict or Violation
    
    
    175.4 No Brokers
    
    
    175.5 Sophistication; Information
    
    
    17
 
 6.1 Conduct of Business Prior to the Closing
    
    
    186.2 Books and Records
    
    
    186.3 Privacy
    
    
    186.4 Confidentiality
    
    
    196.5 Non-Competition
    
    
    196.6 Further Assurances
    
    
    206.7 Publicity
    
    
    206.8 Tax Matters
    
    
    206.9 Repayment of Indebtedness
    
    
    21
 
 7.1 Conditions to Obligations of the Sellers
    
    
    217.2 Conditions to Obligations of Buyer
    
    
    22
 
 8.1 Earn-Out Payments
    
    
    228.2 Determination of Earn-Out Payments
    
    
    228.3 Payment of the Earn-Out Payments
    
    
    248.4 Earn-Out Payment Limitations
    
    
    248.5 Operation of the Business
    
    
    248.6 Definitions
    
    
    24
 
 9.1 Survival of Representations, Etc
    
    
    259.2 Indemnification by the Sellers
    
    
    259.3 Indemnification by Cameron
    
    
    259.4 Indemnification by Matthews
    
    
    259.5 Indemnification by the Buyer
    
    
    269.6 Indemnification Procedures
    
    
    269.7 Tax Indemnity
    
    
    269.8 Limitations on Liability
    
    
    279.9 Right of Setoff
    
    
    27
 ii




---



##### 



10.1 Termination
    
    
    2810.2 Effect of Termination
    
    
    2910.3 Waiver
    
    
    29
 
 11.1 Defined Terms
    
    
    2911.2 Rules of Construction
    
    
    36
 
 12.1 Notices
    
    
    3612.2 Entire Agreement
    
    
    3712.3 Assignment
    
    
    3712.4 Amendment or Modification; and Waiver
    
    
    3712.5 Severability
    
    
    3812.6 Burden and Benefit
    
    
    3812.7 Governing Law and Consent to Jurisdiction
    
    
    3812.8 Legal Fees
    
    
    3812.9 Expenses
    
    
    3812.10 Execution and Counterparts
    
    
    39
 EXHIBITSA
    
    Sellers Bank Account InformationB
    
    Year-End Financial Statements and Current Balance SheetC
    
    Exclusive Marketing AgreementD
    
    Cameron Employment AgreementE
    
    Van Caulart Employment AgreementF
    
    Cameron Promissory NoteG
    
    Matthews Promissory NoteH
    
    Authorized Capital of Holdco1I
    
    Authorized Capital of Holdco2J
    
    Authorized Capital of AES
 DISCLOSURE SCHEDULE
 iii




---



##### 



STOCK PURCHASE AGREEMENT
 Agreement Effective Date
 Buyer
 Cameron Matthews
 Seller Sellers Party Parties
 RECITALS
 Holdco1 Holdco2
 AES
  AGREEMENT
  ARTICLE I
PURCHASE AND SALE OF SHARES
 Purchase and Sale of Shares




---



##### 



Purchase Price
    Exhibit A
  Tax Reserve Amount Section 9.7(c) Section
9.7(d)
 Working Capital Adjustment
 Buyers Determination
 Sellers Representative
 th Section
1.3(c)
 2




---



##### 



Section 1.3(c) Section 1.3(c) Section 1.3(c) Final Net Working Capital
   Earn-Out Payments ARTICLE VIII
 ARTICLE II
DELIVERIES ON THE CLOSING DATE
 Closing th Closing Date
 Deliveries by Cameron
  3




---



##### 



Deliveries by Matthews
       Deliveries by the Sellers
 4




---



##### 



Section 7.2
   Deliveries by the Buyer
 Section
1.2(c)(i)
     Costs; Transfer Taxes, and Fees
 5




---



##### 



ARTICLE III
WARRANTIES REGARDING HOLDCO1 and HOLDCO2
 Representations and Warranties Regarding Holdco1
 Authorization; Due Execution
 Consents and Approvals Section 3.1(b)
 Non-contravention
 No Brokers
 Litigation
 No Undisclosed Liabilities
 Employment Matters
 6




---



##### 



Capitalization
 Exhibit H
   Ownership of Stock
 Marketable Title
 Residency
 Payment of Special Dividend
   Warranties Regarding Holdco2
 7




---



##### 



Authorization; Due Execution
 Consents and Approvals Section 3.2(b)
 Non-contravention
 No Brokers
 Litigation
 No Undisclosed Liabilities
 Employment Matters
 8




---



##### 



Capitalization
 Exhibit I
   Ownership of Stock
 Marketable Title
 Residency
 Payment of Special Dividend
   ARTICLE IV
WARRANTIES REGARDING AES
  Organization
 9




---



##### 



Subsidiaries
 Capitalization
 AES
Shares
   Financial Statements and Other Financial Information
 Exhibit B
  No Undisclosed Liabilities
 Facilities
 Owned Real Property
 10




---



##### 



Leases or Other Agreements
 Tangible Personal Property
 Contracts and Commitments
 Contracts
 Absence of Defaults
 Permits
 No Conflict or Violation
  11




---



##### 



Books and Records
 Litigation
 Employment Matters
   12




---



##### 



Compliance with Law
 Intellectual Property
 AES Owned Intellectual Property
 Inbound Licensing Agreements
 Outbound License Agreements
 13




---



##### 



Business IP Business
IP
 Treatment of Confidential Information
 No Infringement
 Liabilities
 14




---



##### 



Tax Matters
 Banking Relationships
 No Other Agreements to Sell the Assets or Equity Interests of AES
 15




---



##### 



Disclosure; No Material Misstatements
 Payment of Special Dividend
   Accounts Receivable Receivables
 ARTICLE V
REPRESENTATIONS AND WARRANTIES
OF THE BUYER
  16




---



##### 



Organization of Buyer
 Authorization
 No Conflict or Violation
 No Brokers
 Sophistication; Information
 17




---



##### 



ARTICLE VI
COVENANTS AND AGREEMENTS
  Conduct of Business Prior to the Closing
 Access to Books and Records
 Privacy Section
6.3
     18




---



##### 



Confidentiality Section 6.4 Restricted
Persons th Section 6.4
 Non-Competition
  Competitive Activities
   19




---



##### 



provided, however Section
6.5(a)
 Remedies Section 6.5 Section 6.5 Section 6.5 Section 6.5 Section 6.5
 Further Assurances
 Publicity
 Tax Matters
 20




---



##### 



Tax Return
Amendment
  Repayment of Indebtedness Dividend Promissory Note
 ARTICLE VII
CONDITIONS TO THE CLOSING
 Conditions to Obligations of the Sellers
 Accuracy of Representations and Warranties ARTICLE V
 21




---



##### 



No Adverse Order
 No Litigation
 Conditions to Obligations of Buyer
 Accuracy of Representations and Warranties
 Compliance with Covenants
 Delivery of Stock Certificates
 No Adverse Order
 No Litigation
 ARTICLE VIII
EARN-OUT PAYMENTS
 Earn-Out Payments ARTICLE VIII
 Determination of Earn-Out Payments .
  22




---



##### 



Earn-Out Notice provided however Section 8.2(b) Section 8.2(b)
 Section 8.2(a) Section 8.2(b)
  23




---



##### 



Payment of the Earn-Out Payments Section 8.2(a)
 Earn-Out Payment Limitations
 Operation of the Business
 Definitions ARTICLE VIII
 Earn-Out Payment
 Net Revenue
 2010 Earn-Out Payment
 Net Revenue for the 2010 Earn-Out Period
    
    2010 Earn-Out PaymentLess than C$3,100,000
    
    ZeroC$3,100,000 or more up to C$3,750,000
    
    C$150,000More than C$3,750,000
    
    C$300,000
 24




---



##### 



2011 Earn-Out Payment
 Net Revenue for the 2011 Earn-Out Period
    
    2011 Earn-Out PaymentLess than C$4,000,000
    
    ZeroC$4,000,000 or more up to C$4,250,000
    
    C$250,000More than C$4,250,000
    
    C$450,000
 2010 Earn-Out Period
 2011 Earn-Out Period
 ARTICLE IX
LIABILITY AND INDEMNIFICATION
 Survival of Representations, Etc Sections 3.1(f), 3.1(j), 3.2(f), 3.2(j) and 4.16
 Indemnification by the Sellers Section 9.8 Claims ARTICLE IV
 Indemnification by Cameron Section 9.8 Section
3.1
 Indemnification by Matthews Section 9.8
 25




---



##### 



Section 3.2
 Indemnification by the Buyer Section 9.8
 Indemnification Procedures
 Sections 9.2, 9.3, 9.4, or 9.5 Indemnified
Party Indemnifying Party
  Tax Indemnity
 Section 9.7(c) Tax Deficiency
 26




---



##### 



Section 9.9
  Limitations on Liability Article
III Article IV Section 9.7
 Right of Setoff
  Section 9.3
 27




---



##### 



Section 9.4
 Section 9.7 Section 9.9(e)
  Section 9.9(a) Section 9.9(f)
 ARTICLE X
TERMINATION, AMENDMENT AND WAIVER
    Section 7.2
 28




---



##### 



Section 7.1
 Effect of Termination Section 10.1
 Waiver
     ARTICLE XI
DEFINITIONS AND CONSTRUCTION
 Defined Terms
 2010 Earn-Out Payment Section
8.6(c)
 2010 Earn-Out Period Section
8.6(e)
 2011 Earn-Out Payment Section
8.6(d)
 2011 Earn-Out Period Section
8.6(f)
 AES
 AES Shares Section 4.3
 Action
 29




---



##### 



Affiliate
 Ancillary Documents
 Books and Records
 Business
 Business Day
 Business IP Section 4.15(b)
 Buyer
 Buyers Determination Section
1.3(a)
 C$
 Cameron
 Cameron Employment Agreement Exhibit D
 Cameron Promissory Note Exhibit F
 Claim Section 9.2
 30




---



##### 



Closing
 Section 2.1
 Code
 Competitive Activities Section
6.5(a)(i)
 Confidential Information
 Contract
 Court Order
 Current Balance Sheet Exhibit B
 Default
 Disclosure Schedule
 Dividend Promissory Note Section
6.9
 Earn-Out Notice Section
8.2(a)
 Earn-Out Payment Section
8.6(a)
 31




---



##### 



Effective Date
 Employment Statutes
 Encumbrance
 Exclusive Marketing Agreement Exhibit C
 Final Net Working Capital Section 1.3(c)
 GAAP
 Government Agency
 Holdco1
 Holdco1 Shares
 Holdco2
 Holdco2 Shares
 Indemnified Party Section
9.6(a)
 Indemnifying Party Section
9.6(a)
 Intellectual Property
  32




---



##### 



Knowledge of the Sellers
 Leases
 Liabilities
 33




---



##### 



Material Contracts
           Matthews
 Matthews Promissory Note Exhibit G
 Net Revenue Section 8.6(b)
 34




---



##### 



Net Working Capital
 Organizational Documents
 Party
 Permits
 Person
 Purchase Price Section
9.7(c)
 Receivables Section 4.21
 Representative
 Restricted Person Section
6.4
 Sellers
 Sellers Representative Section
1.3(b)
 Shares
 Special Dividend Sections 3.1(l), 3.2(l), and 4.20
 35




---



##### 



Stub Periods Section 6.8(b)
 Tax Taxes Taxation
 Tax Deficiency Section
9.7(a)
 Taxpayers
 Tax Reserve Amount
 Tax Return
 Tax Return Amendment Section
6.8(c)
 Van Caulart Employment Agreement Exhibit E
 Year-End Financial Statements
 Rules of Construction
 ARTICLE XII
OTHER PROVISIONS
 Notices
 36




---



##### 



Entire Agreement
 Assignment provided, however
 Amendment or Modification; and Waiver
 37




---



##### 



Severability
 Burden and Benefit provided, however ARTICLE IX
 Governing Law and Consent to Jurisdiction
 Legal Fees
 Expenses
 38




---



##### 



Execution and Counterparts
 [Signature Page Follows]
 39




---



##### 



SELLERS:

BRETT CAMERON, INDIVIDUALLYBy:
    /s/ Brett Cameron TERESA MARSHALL, INDIVIDUALLYBy:
    /s/ Teresa Marshall STEVE MATTHEWS, INDIVIDUALLYBy:
    /s/ Steve Matthews ANN MATTHEWS, INDIVIDUALLYBy:
    /s/ Ann Matthews




---



##### 



BUYER:
MITCHAM CANADA LTD.By:
    /s/ Billy F. Mitcham, Jr.Billy F. Mitcham, Jr.President  MITCHAM INDUSTRIES, INC.By:
    /s/ Robert P. CappsRobert P. CappsExecutive Vice President