 Plaintiff brings this action on his own behalf and as a class action pursuant to  Rule 23 of the Federal Rules of Civil Procedure on behalf of all holders of Dawson common  stock who are being and will be harmed by Defendants’ actions described below (the “Class”).   Excluded from the Class are Defendants herein and any person, firm, trust, corporation, or other  entity related to or affiliated with any of the Defendants.    On November 12, 2013, Dawson announced impressive operating results for its  fiscal fourth quarter and 2013 year-end results.  Specifically, the Company reported that  EBITDA increased by 15%, to a record $57.2 million and income from operations increased  22% over 2012 to $20.1 million.  The Company also reported significant capital investments  including 12,000 single-channel Geospace GSX units, 1,000 three-channel GSX units, 2,500  channels of the Wireless Seismic RT System 2 recording system and 10 INOVA vibrator energy  source units to increase recording capacity and improve efficiency.    The year-end results further indicated the Company’s strong financial position,  “[t]he Company’s balance sheet remains strong with approximately $79,000,000 of working  capital, $13,000,000 of debt, $76,000,000 of cash and cash equivalents and short-term  investments, and $115,000,000 of retained earnings.  In addition, the Company has $20,000,000  available under its undrawn revolving line of credit.  The Company anticipates financing its  recent purchase of GSX equipment with a mixture of cash and debt.”    Commenting on the 2014 fiscal second-quarter financial results, Defendant  Jumper stated:  While we are pleased with our return to profitability, the declaration of our second  quarterly dividend payment and our ability to maintain our strong balance sheet,  we are disappointed to have another short term utilization issue.  We believe the  issue will clear itself during the quarter.  We continue to explore ways to right  size our operation to fit current demand and project readiness timing while  maintaining a high resolution product that continually meets client needs.  Based  on recent bid activity, we believe market conditions in the United States indicate  signs of improvement for the second half of calendar 2014.    In sum, Dawson is well positioned to generate significant earnings in the  foreseeable future.  Despite Dawson’s bright financial prospects, the Board has now agreed to  the merger with TGC which will dilute the share value of Dawson’s current shareholders,  provide no premium and subject Dawson shareholders to the downward pull on the deal value  based on the plummeting share price of TGC and the Board’s failure to require a collar.     Plaintiff incorporates by reference and realleges each and every allegation  contained above as though fully set forth herein.    The Individual Defendants have violated fiduciary duties of care, loyalty, good  faith, and candor owed to Dawson shareholders.    As demonstrated by the allegations above, the Individual Defendants failed to  exercise the care required, and breached their duties of loyalty, good faith, independence, and  candor owed to Dawson shareholders because, among other reasons, they failed to take  reasonable steps to obtain and/or ensure that Dawson shareholders receive adequate  consideration for their shares, agreed to restrictive deal protection devices that deter other suitors  from making a superior bid for the Company, and caused a materially incomplete and misleading  Definitive Proxy concerning the Proposed Transaction to be filed with the SEC.     By reason of the foregoing acts, practices, and courses of conduct, the Individual  Defendants have failed to exercise ordinary care and diligence in the exercise of their fiduciary  obligations toward Plaintiff and the other members of the Class.    As a result of the actions of Defendants, Plaintiff and the Class will suffer  irreparable injury in that they have not and will not receive their fair portion of the value of  Dawson assets and businesses, have been and will be prevented from obtaining a fair price for  their Dawson common shares, and will not be able to cast an informed vote the Proposed  Transaction.    Unless the Court enjoins Defendants, they will continue to breach their fiduciary  duties owed to Plaintiff and the members of the Class, all to the irreparable harm of the members  of the Class.    Plaintiff incorporates by reference and realleges each and every allegation  contained above as though fully set forth herein.    Dawson, TGC, and Merger Sub have acted and are acting with knowledge of, or  with reckless disregard to, the fact that the Individual Defendants are in breach of their fiduciary  duties to Dawson’s shareholders, and have participated in such breaches of fiduciary duties.    Dawson, TGC, and Merger Sub knowingly aided and abetted the Individual  Defendants’ wrongdoing alleged herein.  In so doing, Dawson, TGC, and Merger Sub rendered  substantial assistance in order to effectuate the Individual Defendants’ plan to consummate the  Proposed Transaction in breach of their fiduciary duties.   Plaintiff incorporates by reference and realleges each and every allegation  contained above as though fully set forth herein.    Defendants have issued the Definitive Proxy with the intention of soliciting  shareholder support for the Proposed Transaction.      Specifically, the Definitive Proxy violates Section 14(a) and Rule 14a-9 because it  omits material facts as set forth supra.  Moreover, in the exercise of reasonable care, Defendants  should have known that the Definitive Proxy is materially misleading and omits material facts  that are necessary to render it non-misleading.    The misrepresentations and omissions in the Definitive Proxy are material to  Plaintiff and the Class, who will be deprived of his entitlement to cast a fully informed vote if  such misrepresentations and omissions are not corrected prior to the vote on the Proposed  Transaction.  As a direct and proximate result of Defendants’ conduct, Plaintiff and the Class  will be irreparably harmed.   Plaintiff incorporates by reference and realleges each and every allegation  contained above as though fully set forth herein.    The Individual Defendants acted as controlling persons of Dawson within the  meaning of Section 20(a) of the Exchange Act as alleged herein.  By virtue of their positions as  officers and/or directors of Dawson, and participation in and/or awareness of the Company’s  operations and/or intimate knowledge of the false statements contained in the Definitive Proxy  filed with the SEC, they had the power to influence and control and did influence and control,  directly or indirectly, the decision making of the Company, including the content and  dissemination of the various statements which Plaintiff and the Class contend are false or  materially incomplete and therefore misleading.    A.  Dawson’s Recent Financial Performance   On Behalf of Plaintiff and the Class Against Dawson, TGC, and Merger Sub for Aiding  and Abetting the Individual Defendants’ Breaches of Fiduciary Duty   On Behalf of Plaintiff and the Class Against the Individual Defendants  for Breach of Fiduciary Duties   On Behalf of Plaintiff and the Class for Violations of Sections 14(a) and of the Exchange  Act Against the Company and the Individual Defendants   On Behalf of Plaintiff and the Class for Violations of Section 20(a) of the Exchange Act  Against the Individual Defendants  