or expiration of this Warrant
Agreement.
Section 7.25 Confidentiality. The Warrant Agent and the Company agree that
(a) personal, non-public Global Warrant Holder and Beneficial Owner information
which is exchanged or received pursuant to the negotiation or the carrying out
of this Agreement and (b) the fees for services set forth in the attached
schedule shall remain confidential, and shall not be voluntarily disclosed to
any other person, except disclosures pursuant to applicable securities Laws or
otherwise as may be required by Law, including, without limitation, pursuant to
subpoenas from state or federal government authorities.
[signature pages follow]
38
IN WITNESS WHEREOF, this Warrant Agreement has been duly executed by the parties
hereto as of the day and year first above written.
SAExploration Holdings, Inc. By:
/s/ Brent Whiteley
Name:
Brent Whiteley Title:
Chief Financial Officer and General Counsel
Continental Stock Transfer & Trust Company By:
/s/ Margaret Villani
Name:
Margaret Villani Title:
Vice President
[SIGNATURE PAGE TO WARRANT AGREEMENT]
EXHIBIT A
FORM OF WARRANT
No. [
]
CUSIP NO. []
[THIS WARRANT AND THE SECURITIES TO BE ISSUED UPON ITS EXERCISE HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"),
OR ANY STATE SECURITIES LAWS. NEITHER THIS WARRANT NOR ANY INTEREST OR
PARTICIPATION HEREIN OR THEREIN MAY BE OFFERED, SOLD, PLEDGED OR OTHERWISE
TRANSFERRED EXCEPT IN ACCORDANCE WITH THE FOLLOWING SENTENCE.]1
[BY ITS ACQUISITION HEREOF OR OF A BENEFICIAL INTEREST HEREIN, THE ACQUIRER:
1. REPRESENTS THAT IT AND ANY ACCOUNT FOR WHICH IT IS ACTING IS [AN "ACCREDITED
INVESTOR" (WITHIN THE MEANING OF RULE 501(a) UNDER THE SECURITIES ACT) (AN
"ACCREDITED INVESTOR")] [A "QUALIFIED INSTITUTIONAL BUYER" (WITHIN THE MEANING
OF RULE 144A UNDER THE SECURITIES ACT) AND THAT IT EXERCISES SOLE INVESTMENT
DISCRETION WITH RESPECT TO EACH SUCH ACCOUNT] [NOT A U.S. PERSON (WITHIN THE
MEANING OF REGULATION S UNDER THE SECURITIES ACT)], AND
2. AGREES FOR THE BENEFIT OF SAEXPLORATION HOLDINGS, INC. (THE "COMPANY") THAT
IT WILL NOT OFFER, SELL, PLEDGE OR OTHERWISE TRANSFER THIS SECURITY OR ANY
BENEFICIAL INTEREST HEREIN PRIOR TO THE DATE THAT IS THE LATER OF (X) ONE YEAR
AFTER THE LAST DATE OF INITIAL ISSUANCE HEREOF OR SUCH OTHER PERIOD OF TIME AS
PERMITTED BY RULE 144 UNDER THE SECURITIES ACT OR ANY SUCCESSOR PROVISION
THERETO, AND (Y) SUCH LATER DATE, IF ANY, AS MAY BE REQUIRED BY APPLICABLE LAW,
EXCEPT:
(A) TO THE COMPANY OR ANY OF ITS SUBSIDIARIES, OR
(B) PURSUANT TO A REGISTRATION STATEMENT THAT HAS BEEN DECLARED EFFECTIVE UNDER
THE SECURITIES ACT, OR
(C) TO A QUALIFIED INSTITUTIONAL BUYER IN COMPLIANCE WITH RULE 144A UNDER THE
SECURITIES ACT, OR
1
Include only on a Global Warrant Certificate.
(D) PURSUANT TO AN EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144 UNDER THE
SECURITIES ACT OR ANY OTHER AVAILABLE EXEMPTION FROM THE REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT.
PRIOR TO THE REGISTRATION OF ANY TRANSFER IN ACCORDANCE WITH CLAUSE (2)(B)
ABOVE, THE COMPANY AND THE TRANSFER AGENT RESERVE THE RIGHT TO REQUIRE THE