Revolving Loan and Security Agreement dated May 6, 2022 among Geospace Technologies Corporation and GTC, Inc., as borrowers, Amerisource Funding, Inc. and Woodforest National Bank, as lenders, and Amerisource Funding, Inc., as Administrative Agent for the lenders

Exhibit 10.1

REVOLVING LOAN AND SECURITY AGREEMENT

THIS REVOLVING LOAN AND SECURITY AGREEMENT (the “Agreement”) is made and entered into as of May 6, 2022 (the “Effective Date”) by and between Geospace Technologies Corporation a Texas corporation (together with its successors and assigns “Geospace”), GTC, Inc. a Texas corporation ( together with its successors and assigns “GTC”) ( each individually and collectively herein, the “Borrower”), and if more than one, jointly and severally, and Amerisource Funding, Inc., a Texas corporation (together with its successors and assigns, “Amerisource”), and Woodforest National Bank (together with its successors and assigns, “Woodforest”, and together with Amerisource, each a “Lender” and, collectively, the “Lenders”), as lenders, and Amerisource, as Administrative Agent (in such capacity, “Amerisource” or the “Administrative Agent”) for the Lenders. The Borrower, the Administrative Agent, the Lenders from time to time party to this Agreement, and the Guarantors from time to time party to this Agreement are each referred to herein as a “Party” and, collectively herein, as the “Parties”.

RECITALS

WHEREAS, the Borrower has asked Lenders to make advances to the Borrower in an aggregate principal amount outstanding at any time not to exceed TEN MILLION DOLLARS ($10,000,000) as may be reviewed from time to time as necessary based on growth and working capital needs of the Company (the “Revolving Credit Facility Account Limit”); and

WHEREAS, the Lenders are willing, on the terms and subject to the conditions set forth in this Agreement and the other Credit Documents, to make advances to the Borrower;

NOW, THEREFORE, in consideration of the foregoing recitals, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows:

Article I.     DEFINITIONS

Section 4.01 Defined Terms. All capitalized terms not otherwise defined below or herein shall have the meaning set forth in the Uniform Commercial Code. The following capitalized terms shall have the following meanings:

Article II.    CREDIT FACILITY TERMS

Section 2.01 Revolving Line of Credit.

Section 2.02 Borrowing Base Report and Procedure. Borrower’s withdrawals, advances and disbursements under the Credit Facility shall be governed by a Borrowing Base Report to be prepared or modified by Amerisource from time to time in its sole discretion, a sample of which appears in Exhibit “A”. Each Borrowing Base Report shall set forth a calculation of Borrower’s Availability under the Credit Facility based on eligible Collateral as more fully defined below:

Section 2.03 Terms and Evidence of Debt.

A notice of the Administrative Agent to any Lender or Borrower with respect to any amount owing under this Section 2.03(j)(iii) shall be conclusive, absent manifest error.

Section 2.04 Maturity. This term of this Agreement shall expire TWO (2) years from the date of initial funding (the “Initial Maturity Date”). Borrower may terminate the Agreement by giving Amerisource at least sixty (60) days written notice of termination prior to each Maturity Date. Otherwise, unless a Lender provides written notice to the Administrative Agent of its election to not so extend, the Initial Maturity Date and any subsequent Renewal Maturity Date shall be automatically extended for an additional two years from the most recent Maturity Date (each a “Renewal Maturity Date” and, individually and collectively the Initial Maturity Date and Renewal Maturity Date are the “Maturity Date”). Upon termination, Borrower shall pay the Obligations to Amerisource for the benefit of the Lenders. In the event of termination of the Agreement prior to the Initial Maturity Date, an Early Termination Fee equal to: (i) THREE PERCENT (3%) of the Revolving Credit Facility Account Limit shall apply if there are twelve or more months remaining until the Initial Maturity Date; and (ii) if less than twelve (12) months are remaining until the Initial Maturity Date, an Early Termination Fee equal to TWO PERCENT (2%) of the Revolving Credit Facility Account Limit shall apply; provided that no such Early Termination Fee shall be charged if the Credit Facility provided hereunder is replaced with a new facility provided by Woodforest or any of its affiliates. Upon termination of this Agreement, Amerisource and the Lenders may retain amounts (i) sufficient to cover any Obligations that were either known or unknown to Amerisource at the time of termination, and (ii) until Borrower has executed and delivered to Amerisource a general indemnity and mutual release in a form acceptable to Amerisource.

Section 2.05 Security Interest. As collateral securing the Obligations, Borrower grants and assigns to Amerisource, for the benefit of the Secured Parties, a continuing security interest in and to all of its now owned and hereafter acquired personal property and fixtures, and all direct and indirect proceeds thereof (including proceeds of proceeds), including without limitation Accounts, Chattel Paper, Goods (including Inventory and Equipment), Instruments, Investment Property, Documents, General Intangibles, monies, deposit accounts, claims and credit balances, and all Intellectual Property (including Trademarks, Patents and Copyrights, Licenses, Brands), Goodwill, tax refunds, Judgments, claims under Chapter 5 of the Bankruptcy Code, and all other property (real, personal, tangible, intangible, or any combination thereof, together with a deed of trust, mortgage, assignments of rents, security pledge or other documents substantially in the form of Exhibit “C” incorporated herein for all purposes, and associated with any Borrower’s property at 6410 Langfield Rd, Houston, TX 77040, 7007 Pinemont Drive, Houston, TX 77040 and at 4318 Northfield Lane, Houston, TX 77092 (collectively, the “Collateral”).

Section 2.06 Setoff and Recoupment. Amerisource and each Lender is hereby authorized at any time and to the fullest extent permitted by law, without notice to the Borrower or Guarantor (any such notice being expressly waived by the Borrower and Guarantor), to setoff, recoup, and apply any and all deposits or other indebtedness at any time owing by Amerisource or subsidiaries or any Lender to or for the Borrower’s, Guarantor’s or an affiliate’s credit or account against any and all of their respective obligations now or hereafter existing under this Agreement, or any other Credit Document, irrespective of whether or not Amerisource or any Lender has made any demand under this Agreement, or any other Credit Document, and although such obligations may be unmatured. Amerisource’s and each Lender’s rights under this Section 2.06 are in addition to other rights and remedies (including other rights of setoff) which Amerisource and the Lenders may have.

Section 2.07 Authorization to Amerisource. Borrower hereby irrevocably authorizes Amerisource at Borrower’s expense, to exercise at any time any of the following powers until all of the Obligations have been paid in full: (a) receive, take, endorse, assign, deliver, accept and deposit, in the name of Amerisource or Borrower, any and all cash, checks, commercial paper, drafts, remittances and other instruments and documents relating to the Collateral or the proceeds thereof, (b) take or bring, in the name of Amerisource or Borrower, all steps, actions, suits or proceedings deemed by Amerisource necessary or desirable to effect

collection of or other realization upon the Accounts and other Collateral, (c) after an Event of Default, change the address for delivery of mail to Borrower and to receive and open mail addressed to Borrower, (d) after an Event of Default, extend the time of payment of, compromise or settle for cash, credit, return of merchandise, and upon any terms or conditions, any and all Accounts or other Collateral which includes a monetary obligation and discharge or release any account debtor or other obligor (including filing of any public record releasing any lien or security interest granted to Borrower by such account debtor), without affecting any of the Obligations, (e) pay or withhold any sums necessary to discharge any lien, security interest or encumbrance which is senior to, may become senior to, or impairs Amerisource’s security interest in the Collateral, or for any past due taxes of the Borrower, which sums shall be included as Obligations hereunder, (f) in order to complete funding transfers or disbursements, or to satisfy any of the Obligations, initiate electronic debit or credit entries through the Automated Clearinghouse system to any deposit account maintained by Borrower wherever located, (g) file in the name of Borrower or Amerisource, or both, mechanic’s or materialman’s liens or related notices, or claims under any payment bond, in connection with goods or services sold by Borrower in connection with the improvement of realty, (h) notify any Account Debtor obligated with respect to any Account that the underlying Account has been assigned to Amerisource by Borrower and that payment thereof is to be made to Amerisource, and (i) audit, confirm or verify the amount and validity of any Account created by Borrower.

Article III.     COVENANTS

Section 3.01 Covenants. So long as any Obligation by the Borrower to Amerisource or any Lender hereunder remains outstanding:

Section 3.02 Cross-Default. If Borrower, Guarantor(s), or any Affiliates of Borrower (defined below) are in default under any other loans or advances of credit (including guaranty agreements or factoring obligations) held by any Lender (each an “Other Obligation”), or if there is a default in any of the terms, covenants, agreements, conditions or provisions set forth in this Agreement, the Notes, any other Credit Document, or any other instrument relating to this Agreement or the Notes, or should any of the Lenders conclude, in its sole discretion, that the prospect of payment of all or any portion of the Obligations, as modified by this Agreement, or of any Other Obligation, is impaired for any reason, then Lenders, at its option, may declare the entirety of the Obligations, as modified by this Agreement, and any Other Obligation, together with all accrued but unpaid interest, immediately due and payable without notice, demand or presentment, or notice of intent to accelerate to the Borrower or any other person or party, all of which are hereby waived. The Lenders’ failure to or delay in exercise of said option will not constitute a wavier on the part of Amerisource of the right to exercise said option at any other time. Upon the occurrence of any default or Event of Default,, Administrative Agent, acting at the written instruction of the Lenders, shall also have the right to exercise any and all other rights, remedies and recourses now or hereinafter existing in equity, at law, by virtue of statute or otherwise, including, but not limited to, the right to foreclose any and all liens and security interests securing the Obligations. “Affiliates of Borrower” means Geospace Engineering Resources International Inc., a Texas corporation, Geospace Finance Corp., a Texas corporation, Geospace J.V., Inc., a Texas corporation, GTC, Inc., a Texas corporation, Geospace Technologies, Sucursal Sudamericana LLC, a Texas limited liability company, or any entity in which 20% or more is owned by, or in which 20% or more voting control is held by, Maker, Geospace Engineering Resources International Inc., a Texas corporation, Geospace Finance Corp., a Texas corporation, Geospace J.V., Inc., a Texas corporation, GTC, Inc., a Texas corporation, Geospace Technologies, Sucursal Sudamericana LLC, a Texas limited liability company, whether now or in the future.

Section 3.03 Cross-Collateralization. Except as may be limited or prohibited by applicable law, the Borrower, Guarantor(s), and Affiliates of Borrower agree and acknowledge that the Credit Documents secure (a) the Obligations, as extended and/or modified, including interest, late charges, fees, expenses and other amounts as provided in the Notes, the other Credit Documents and this Agreement, (b) all other debts, obligations and liabilities of the Borrower, Guarantor(s), and/or Affiliates of Borrower, to each of the Lenders or Amerisource of whatever kind or character, whether now existing or hereafter arising, secured or unsecured, direct or indirect, fixed or contingent, primary or secondary, joint or several, or both, including, without limitation, all present and future debts, obligations and liabilities of the Borrower, Guarantor(s), and/or Affiliates of Borrower (i) as principal, surety, endorser, guarantor, accommodation party or otherwise, (ii) arising by operation of law or otherwise, (iii) as a member of any partnership, joint venture, company, firm, trust or other association, (iv) payable to or in favor of third parties and hereafter acquired by any of the Lenders with or without the knowledge, consent or insistence of the Borrower, Guarantor(s), and/or Affiliates of Borrower, or (v) relating to any services rendered by Amerisource or any Lender for the benefit of the Borrower, Guarantor(s), and/or Affiliates of Borrower, including, without limitation, credit cards, treasury or cash management services all of which indebtedness is secured by the Credit Documents, and (c) all renewals, rearrangements, modifications and extensions of any of the foregoing.

Article IV.     REPRESENTATIONS AND WARRANTIES

Section 4.01 Representations and Warranties. The Borrower represents and warrants to Amerisource and each of the Lenders as of the date hereof and affirms these representations and warrantees at the time of each Request for Funds as follows:

Article V.     DEFAULT

Section 5.01 Events of Default. Any of the following events will constitute an Event of Default hereunder and under the other Credit Documents:

In any such event, the aggregate outstanding Obligations, together with all accrued but unpaid interest thereon and all other amounts owed by the Borrower hereunder or under any other Credit Document, shall automatically become immediately due and payable without presentment, demand, protest, notice of protest, notice of non-payment or dishonor, notice of acceleration, notice of intent to accelerate, or further notice of any kind, all of which are hereby expressly waived by the Borrower and Guarantor; and each Lender’s commitment to make advances hereunder shall automatically terminate, without presentment, demand, protest, notice of protest, notice of non-payment or dishonor, notice of acceleration, notice of intent to accelerate, or notice of any kind.

Section 5.02 Waiver of Notice. Borrower waives any requirement that Amerisource or any Lender inform Borrower by affirmative act or otherwise of any Event of Default hereunder. Further, neither Amerisource nor any Lender’s failure to charge or accrue interest or fees at any “Penalty”, “Default”, or “Past Due” rate shall not be deemed a waiver by Amerisource of its claim thereto.

Section 5.03 Remedies. Upon an Event of Default that is continuing or uncured, in addition to any rights or remedies Amerisource and the Lenders have under this Agreement, the other Credit Documents, or applicable law which shall be cumulative and exclusive, Amerisource may (and upon the written direction of the Lenders, shall: (i) immediately terminate this Agreement without notice, protest, notice of protest, notice of non-payment or dishonor, notice of acceleration, notice of intent to accelerate, or any other notice, at which time all Obligations shall immediately become due and payable without notice or demand, protest, notice of protest, notice of non-payment or dishonor, notice of acceleration, notice of intent to accelerate, or any other notice, notwithstanding the maturity date; (ii) charge the default interest rate equal to the greater of eighteen percent (18%) per annum or the maximum rate allowable by law on all Obligations until such Obligations are paid in full or until such time as Amerisource confirms the default has been cured; (iii) enter any premises of Borrower where the books, records and Collateral of Borrower may be kept and remove the same for such time as Amerisource may desire in order to protect, collect and liquidate the Collateral. All expenses relating thereto, including moving expenses, the leasing of additional facilities and the hiring of security guards shall be borne by Borrower. Upon request by Amerisource, Borrower shall assemble the Collateral and make it available to Amerisource at a time and place to be designated by Amerisource which is reasonably convenient to Amerisource and Borrower; Borrower shall fully cooperate with all of Amerisource’s efforts to preserve the Collateral and will take such actions to preserve the Collateral as Amerisource may direct. Borrower agrees that Amerisource has no obligation to preserve rights to the Collateral against prior parties or to marshal any Collateral for the benefit of any party. In addition to any and all other remedies available to Amerisource, herein, in the event Borrower shall not deliver the documentation required in Section 3.01 in the time required, Borrower shall pay Amerisource on demand a per diem penalty of two thousand dollars ($2,000).

Section 5.04 Right of Injunction. Borrower and Guarantor acknowledge that upon the occurrence of an Event of Default, no remedy at law will provide adequate relief to Amerisource and the Lenders; therefore, Borrower and Guarantor agree that Amerisource shall be entitled to temporary and permanent injunctive, or other equitable relief in any such case without proving actual damages, it being acknowledged that the nature of Borrower’s business dictates such relief is necessary in order to preserve the Collateral and rights of Amerisource.

Article VI     MISCELLANEOUS

Section 6.01 Amendment. Neither this Agreement, any other Credit Document, nor any provisions hereof or thereof may be changed, waived, discharged or terminated, nor may any consent to the departure from the terms hereof be given orally (even if supported by new consideration), but only by an instrument in writing signed by all parties to this Agreement or to such other Credit Documents, as applicable, with the written consent of the Lenders. Any waiver or consent so given shall be effective only in the specific instance and for the specific purpose for which given. No failure on the part of Administrative Agent or any Lender to exercise, and no delay in exercising, and no course of dealing with respect to, any right, power, or privilege under this Agreement, shall operate as a waiver thereof, nor shall any single or partial exercise of any right, power, or privilege under this Agreement, nor any abandonment or discontinuation of steps to enforce any right, power, or privilege under this Agreement, preclude any other or further exercise thereof or the exercise of any other right, power, or privilege. The rights and remedies provided for in this Agreement and the other Credit Documents are cumulative and not exclusive of any rights and remedies provided by law.

Section 6.02 Notice.

c/o: Geospace Technologies Corporation

Address: 7007 Pinemont Dr., Houston, Texas 77040

Attention of Robert Curda

Telephone No: 713 ###-###-####

E-mail: ***@***

Amerisource Funding, Inc,

7225 Langtry Street, Houston, Texas 77040;

Attention of Joseph L. Page

Facsimile No. (713) 863-1434

Telephone No. (713)  ###-###-####, ext. 313;

E-mail: ***@***;

Notices sent by hand or overnight courier service, or mailed by certified or registered mail, shall be deemed to have been given when received. Notices sent by facsimile shall be deemed to have been given when sent (except that, if not given during normal business hours for the recipient, shall be deemed to have been given at the opening of business on the next Business Day for the recipient). Notices delivered through electronic communications, to the extent provided in Section 6.02(b) below, shall be effective as provided in said Section.

All notices to Amerisource and any Lender hereunder shall be deemed given upon actual receipt by a responsible officer of Amerisource and/or any Lender.

Section 6.03 Waiver. No failure to exercise and no delay in exercising any right, power, or remedy hereunder shall impair any right, power, or remedy which Amerisource, for itself and/or as Administrative Agent for any other Lender, or any Lender, may have, nor shall any such delay be construed to be a waiver of any of such rights, powers, or remedies, or any acquiescence in any breach or default hereunder; nor shall any waiver by Amerisource or the Lenders of any breach or default by Borrower hereunder be deemed a waiver of any default or breach subsequently occurring. All rights and remedies granted to Amerisource and the Lenders hereunder shall remain in full force and effect notwithstanding any single or partial exercise of, or any discontinuance of action begun to enforce, any such right or remedy. The rights and remedies specified herein are cumulative and not exclusive of each other or of any rights or remedies that Amerisource and the Lenders would otherwise have. Any waiver, permit, consent or approval by Amerisource or the Lenders of any breach or default hereunder must be in writing and shall be effective only to the extent set forth in such writing and only as to that specific instance.

Section 6.04 Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the Borrower, Guarantors, Amerisource, and Lenders, and their respective successors and assigns. Amerisource and each Lender may sell, assign or otherwise transfer all or any portion of its right, title and interest in, and its obligations under, this Agreement and the other Credit Documents to any party. In connection therewith, the Borrower shall execute and deliver such documents, instruments and agreements as Amerisource or any Lender may reasonably request to effect such sale, assignment or transfer. Borrower may not sell, assign, transfer, or pledge its rights or obligations hereunder without the prior written consent of each Lender.

Section 6.05 Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be an original, with the same effect as if all signatures were upon the same instrument. Delivery of an executed counterpart of the signature page of this Agreement by facsimile, email or other electronic transmission shall be effective as delivery of a manually executed counterpart of this Agreement, and any Party delivering such an executed counterpart to any other Party shall thereafter also promptly deliver a manually executed counterpart of this Agreement to such other Party, provided that the failure to deliver such manually executed counterpart shall not affect the liability, enforcement, or binding effect of this Agreement.

Section 6.06 Imaged Documents. Borrower, Guarantor, and all sureties, endorsers, guarantors, and any other party now or hereafter liable for the payment of the Obligations, in whole or in part, (i) understand and agree that Amerisource’s document retention policy may involve the imaging of executed documents, which includes but is not limited to any note, guaranty, deed of trust, security agreement, assignment, financing statement and any other document which evidences any indebtedness owed by Borrower or Guarantors to Amerisource, and the destruction of the paper original, including the original note, and (ii) waive any rights and/or defenses that it may have to the use of such imaged copies of documents in the enforcement of any of Amerisource’s rights in a court of law or otherwise and/or as to any claim that such imaged copies of the documents are not originals.

Section 6.07 Severability. In the event any one or more of the provisions contained in this Agreement is held to be invalid, illegal or unenforceable in any respect, then such provision shall be ineffective only to the extent of such prohibition or invalidity, and the validity, legality and enforceability of the remaining provisions contained herein shall not in any way be affected or impaired thereby

Section 6.08 Joinder of Guarantor. By each Guarantor’s signature below, each Guarantor, individually, (i) joins herein and confirms that the warranties and representations made herein are true and correct; (ii) agrees to cause Borrower to maintain compliance with all covenants mandated herein; (iii) agrees that any certificate, request for advance or other similar document now or hereafter given to Amerisource by anyone on behalf of Borrower shall be true and correct; (iv) shall be liable for any damage or loss suffered by Amerisource as a result of the falsity of any such warranty or representation in any respect, or the noncompliance with any such covenant, including the payment of the Obligations

Section 6.09 Governing Law. This Agreement shall be governed by, and construed in accordance with, the laws of the State of Texas, without regard to the conflict of law principles thereof.

Section 6.10 Dispute Resolution Provisions: Any action arising out of or relating to this Agreement shall be resolved as follows:

SECTION 6.11 CONSENT TO VENUE; JURISDICTION: TO THE EXTENT REQUIRED FOR ENFORCEMENT OF THE PRIOR PROVISIONS ABOVE OR TO THE EXTENT THAT ANY ARBITRATION PROVISIONS SHALL BE RULED UNENFORCEABLE AND THE RESOLUTION OF A DISPUTE SHALL REQUIRE SUBMISSION TO A COURT, THE PARTIES AGREE THAT ANY SUIT, ACTION OR OTHER PROCEEDING RELATING TO THIS AGREEMENT OR A GUARANTY, THE PARTIES AGREE THAT ANY SUIT, ACTION OR PROCEEDING ARISING OUT OF THE SUBJECT MATTER HEREOF, OR THE INTERPRETATION, PERFORMANCE OR BREACH OF THIS AGREEMENT, SHALL, AT AMERISOURCE’S SOLE OPTION, BE INSTITUTED IN EITHER THE STATE DISTRICT COURT OF HARRIS COUNTY, TEXAS, OR IN THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF TEXAS, AT THE OPTION OF AMERISOURCE. BORROWER AND GUARANTORS HEREBY IRREVOCABLY SUBMIT TO THE VENUE AND JURISDICTION OF SUCH COURTS AND WAIVE ANY AND ALL OBJECTIONS TO JURISDICTION OR VENUE THAT IT MAY HAVE UNDER THE LAWS OF THE STATE OF TEXAS OR OTHERWISE IN THOSE COURTS IN ANY SUCH SUIT, ACTION OR PROCEEDING. SHOULD SUCH PROCEEDING BE INITIATED IN ANY OTHER FORUM, BORROWER WAIVES ANY RIGHT TO OPPOSE ANY MOTION OR APPLICATION MADE BY AMERISOURCE AS A CONSEQUENCE OF SUCH PROCEEDING HAVING BEEN COMMENCED IN SUCH FORUM.

SECTION 6.12 WAIVER OF JURY TRIAL: BORROWER AND GUARANTORS DO EACH KNOWINGLY AND VOLUNTARILY AND INTELLIGENTLY WAIVE THEIR CONSTITUTIONAL RIGHT TO A TRIAL BY JURY WITH RESPECT TO ANY CLAIM, DISPUTE, CONFLICT OR CONTENTION, IF ANY, AS MAY ARISE UNDER THIS AGREEMENT OR UNDER THE RELATED CREDIT DOCUMENTS AND AGREE THAT ANY LITIGATION BETWEEN THE PARTIES CONCERNING THIS AGREEMENT AND THE CREDIT DOCUMENTS SHALL BE HEARD BY A COURT OF COMPETENT JURISDICTION SITTING WITHOUT A JURY. BORROWER AND GUARANTORS HEREBY CONFIRM TO AMERISOURCE AND THE LENDERS THAT THEY HAVE REVIEWED THE EFFECT OF THIS WAIVER OF JURY TRIAL WITH COMPETENT LEGAL COUNSEL OF THEIR CHOICE, OR HAVE BEEN AFFORDED THE OPPORTUNITY TO DO SO, PRIOR TO SIGNING THIS AGREEMENT AND THE CREDIT DOCUMENTS AND EACH ACKNOWLEDGE AND AGREE THAT AMERISOURCE AND THE LENDERS ARE RELYING UPON THIS WAIVER IN ENTERING INTO THIS AGREEMENT AND PROVIDING ADVANCES TO THE BORROWER.

SECTION 6.13 WAIVER OF SPECIAL DAMAGES. THE BORROWER AND GUARANTORS WAIVE, TO THE MAXIMUM EXTENT NOT PROHIBITED BY LAW, ANY RIGHT THE BORROWER AND/OR GUARANTOR MAY HAVE TO CLAIM OR RECOVER FROM AMERISOURCE AND ANY OTHER LENDER IN ANY LEGAL ACTION OR PROCEEDING ANY SPECIAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES.

Section 6.14 Agreement Presumptions and Invalid Provisions. The Parties acknowledge that they have been represented by counsel, that the Agreement and all Credit Documents have been freely negotiated and that there shall be no presumption made against a Party as author or drafter of the documents and that the interpretation of this Agreement and all other Credit Documents shall be presumed as equally drafted by each of the Parties.

Section 6.15 Pro Rata Treatment and Sharing of Payments. The Lenders agree among themselves that, except to the extent otherwise provided in this Agreement with respect to the Agent’s Fee, in the event that any Lender shall obtain payment in respect of any Loan or any other obligation owing to such Lender under this Agreement through the exercise of a right of setoff, banker’s lien or counterclaim, or pursuant to a secured claim under Section 506 of the Bankruptcy Code or other security or interest arising from, or in lieu of, such secured claim, received by such Lender under any applicable bankruptcy, insolvency, debtor relief law, or other similar law or otherwise, or by any other means, (a) in excess of its Commitment Percentage of such payment as provided for in this Agreement, such Lender shall promptly pay in cash or purchase from the other Lenders a participation in such Loans and other obligations in such amounts, and make such other adjustments from time to time, as shall be equitable to the end that all Lenders share such payment in accordance with their respective Commitment Percentages; or (b) such payment shall be rescinded or must otherwise be returned, each Lender which shall have shared the benefit of such payment shall, by payment in cash or a repurchase of a participation theretofore sold, return its share of that benefit (together with its share of any accrued interest payable with respect thereto) to each Lender whose payment shall have been rescinded or otherwise returned.

Section 6.16 Certain Matters Regarding the Administrative Agent.

Section 6.17 Entire Agreement. This agreement supersedes all other agreements and understandings between the parties hereto, verbal or written, express or implied, relating to the subject matter hereof. No promises of any kind have been made by Amerisource, any Lender, or any third party to induce Borrower to execute this agreement. No course of dealing, course of performance or trade usage, and no parole evidence of any nature, shall be used to supplement or modify any terms of this agreement.

THIS AGREEMENT AND THE OTHER CREDIT DOCUMENTS REPRESENTS THE FINAL AGREEMENT BETWEEN THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES.

THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.

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IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be duly executed and delivered by their respective duly authorized officers as of the Effective Date.

BORROWER(S):

GUARANTOR(S):

GUARANTOR(S) CONT’D:

EXHIBIT ‘A’

Geospace Technology Corporation

Borrowing Base Report

EXHIBIT B

PROMISSORY NOTE

(Revolving Line of Credit)

FOR VALUE RECEIVED, and WITHOUT GRACE, on the dates and in the amounts so herein stipulated, the undersigned, GEOSPACE TECHNOLOGIES CORPORATION, a Texas corporation (“Geospace”), and GTC, INC., a Texas corporation (“GTC”) (Geospace and GTC hereinafter called “Maker”, whether one or more), jointly and severally, both with an address of 7007 Pinemont Drive, Houston, Texas 77040, hereby promise to pay to the order of AMERISOURCE FUNDING, INC. (“Payee”), at its principal office at 7225 Langtry, Houston, Texas 77040, in coin or currency of the United States of America, which at the time of payment is legal tender for the payment of public and private debts, the principal sum of FIVE MILLION AND NO/100 DOLLARS ($5,000,000.00), or, if less, the aggregate unpaid principal amount of advances made by Payee to Maker pursuant to this Note and that one certain Revolving Loan and Security Agreement of even date herewith executed by Maker as “Borrower” and Payee and the other parties thereto from time to time as “Lenders”, and Amerisource Funding, Inc., as Administrative Agent (in such capacity, together with its successors in such capacity, the “Administrative Agent”) for itself and the other Lenders (as amended, restated, supplemented, or otherwise modified from time to time (the “Loan Agreement”), together with accrued interest on the principal amount hereof remaining unpaid from time to time, computed from the date hereof until maturity at a per annum rate, calculated on the basis of a three hundred sixty (360) day year except for calculation of the Maximum Rate, which will be calculated on the basis of a three hundred sixty five (365) or three hundred sixty six (366) day year, as the case may be, determined on a variable basis, the first such determination being made on the date Payee advances any portion of the principal of this Note, and other determinations being made as described herein), equal to the lesser of (i) or (ii) as follows:

which interest rate is further limited and controlled by the provisions of this Note hereinafter set forth. The term “Base Rate”, as used herein, shall mean a per annum rate equal to the prime rate as announced by The Wall Street Journal from time to time. The term “Maximum Rate”, as used herein, shall mean, on any day, the highest non-usurious rate of interest (if any) permitted by applicable law on such day. For purposes of the Texas Finance Code, as it may from time to time be amended, the Maximum Rate shall be referred to in and determined under the Texas Finance Code, from time to time in effect; provided, however, that to the extent permitted by applicable law, Payee reserves the right to change, from time to time by further notice and disclosure to Maker, the ceiling on which the Maximum Rate is based under the Texas Finance Code; and, provided further, that the “highest non-usurious rate of interest permitted by applicable law” for

purposes of this Note shall not be limited to the applicable rate ceiling under the Texas Finance Code if federal laws or other state laws now or hereafter in effect and applicable to this Note (and the interest contracted for, charged and collected hereunder) shall permit a higher rate of interest.

If the published rate in The Wall Street Journal is expressed on the applicable date as a range, the Applicable Rate herein shall be calculated using an average between the high and low of that range. If The Wall Street Journal ceases to publish a prime rate, Payee may refer to another similar source to calculate the Applicable Rate herein, giving due consideration to industry-accepted market practice, but in no event shall the Applicable Rate herein exceed the Maximum Rate.

This Note shall be due and payable as follows:

Accrued and unpaid interest on this Note shall be payable monthly, commencing one (1) calendar month from the date hereof, and continuing thereafter on the same day of each succeeding calendar month thereafter until twenty-four (24) months from the date of this Note (the “Initial Maturity Date”) when all outstanding principal of this Note and all accrued and unpaid interest hereon shall be due and payable. As more fully set forth in the Loan Agreement, in the absence of a timely notice of termination from Maker, this Note shall automatically renew every two (2) years.

Payee reserves the right to adjust the monthly payments daily for changes in the Base Rate. If Payee elects to adjust the payments, notice of the new payment amount may be sent to Maker in the next loan payment notice sent to Maker. The failure of Payee to adjust payments in response to any Base Rate change shall not constitute a waiver by Payee of its right to do so in response to future rate changes.

BALLOON WARNING

THIS LOAN MAY NOT FULLY AMORTIZE, BUT REGARDLESS, IS PAYABLE IN FULL ON THE EARLIER OF (I) MATURITY DATE, OR (II) ACCELERATION AS PROVIDED HEREIN. AT MATURITY, MAKER MUST REPAY THE ENTIRE PRINCIPAL BALANCE OF THE LOAN AND UNPAID INTEREST THEN DUE. THE PAYEE IS UNDER NO OBLIGATION AND HAS MADE NO COMMITMENT TO REFINANCE THE LOAN AT THAT TIME.

THIS NOTE AND THE OTHER WRITTEN LOAN DOCUMENTS REPRESENT THE FINAL AGREEMENT BETWEEN THE PARTIES WITH RESPECT TO THE SUBJECT MATTER HEREOF AND THEREOF AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES.

THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.

The amount of permissible outstanding principal at certain times shall be further limited by the Loan Agreement. If an Event of Default (hereinafter defined) has occurred and is continuing, the principal hereof and all past due interest hereon shall bear interest at the Default Rate (hereinafter defined).

Capitalized terms used but not defined in this Note shall have the meanings given to such terms in the Loan Agreement. As used in this Note, the following terms shall have the respective meanings indicated below:

“Commitment” means an amount up to $5,000,000.00 USD.

“Default Rate” means the Maximum Rate.

“Event of Default” shall have the meaning given to such term in the Loan Agreement.

“Total Commitment” means an amount up to $10,000,000.00 USD

This Note (a) is a Note provided for in the Loan Agreement and (b) is secured as provided in the Loan Agreement, Deed of Trust, and the other Credit Documents executed in connection herewith by the parties. Maker may prepay the principal of this Note upon the terms and conditions specified in the Loan Agreement. Subject hereto and to the Loan Agreement, Maker may borrow, repay, and re-borrow hereunder upon the terms and conditions specified in the Loan Agreement.

Notwithstanding anything to the contrary contained herein, no provisions of this Note shall require the payment or permit the collection of interest in excess of the Maximum Rate. If any excess of interest in such respect is herein provided for, or shall be adjudicated to be so provided, in this Note, any other Note or otherwise in connection with this loan transaction, the provisions of this paragraph shall govern and prevail, and neither Maker nor the sureties, guarantors, successors or assigns of Maker shall be obligated to pay the excess amount of such interest, or any other excess sum paid for the use, forbearance or detention of sums loaned pursuant hereto. If for any reason interest in excess of the Maximum Rate shall be deemed charged, required or permitted by any court of competent jurisdiction, any such excess shall be applied as a payment and reduction of the principal of indebtedness evidenced by this Note and each other Note; and, if the principal amount hereof has been paid in full, any remaining excess shall forthwith be paid to Maker. In determining whether or not the interest paid or payable exceeds the Maximum Rate, Maker and the Lenders shall, to the extent permitted by applicable law, (a) characterize any non-principal payment as an expense, fee, or premium rather than as interest, (b) exclude voluntary prepayments and the effects thereof, and (c) amortize, prorate, allocate, and spread in equal or unequal parts the total amount of interest throughout the entire contemplated term of the indebtedness evidenced by this Note so that the interest for the entire term does not exceed the Maximum Rate.

Advances/Revolving Nature: Under the Loan Agreement, and subject to the borrowing requirements therein defined, Maker may request advances and make payments hereunder from time to time, provided that it is understood and agreed that the aggregate principal amount outstanding from time to time hereunder shall not at any time exceed the Commitment, and the aggregate principal amount outstanding under the Loan Agreement and all of the Notes shall not at any time exceed the

Total Commitment. The unpaid balance of this Note shall increase and decrease with each new advance or payment hereunder, as the case may be. This Note shall not be deemed terminated or canceled prior to the Maturity Date, although the entire principal balance hereof may from time to time be paid in full. Maker may borrow, repay and re-borrow under the Loan Agreement accordingly, at the Lenders’ discretion. All regularly scheduled payments of the indebtedness evidenced by this Note shall be applied in accordance with the terms of the Loan Agreement. All non-regularly scheduled payments shall be applied to such indebtedness in accordance with the terms of the Loan Agreement. All payments and prepayments of principal of or interest on this Note shall be made in lawful money of the United States of America in immediately available funds, at the address designated by Payee, or such other place as the holder of this Note shall designate in writing to Maker. If any payment of principal of or interest on this Note shall become due on a day which is not a Business Day (as hereinafter defined), such payment shall be made on the next succeeding Business Day and any such extension of time shall be included in computing interest in connection with such payment. As used herein, the term “Business Day” shall have the meaning set forth in the Loan Agreement. The books and records of Payee shall be prima facie evidence of all outstanding principal of and accrued and unpaid interest on this Note.

Maker agrees that no advances under this Note shall be used for personal, family or household purposes, and that all advances hereunder shall be used solely for business, commercial, investment or other similar purposes. Specifically, the proceeds of this Note shall be used for the Approved Purposes for this Note as defined in the Loan Agreement.

If default occurs in the payment of principal or interest under this Note, or upon the occurrence of any other Event of Default, as such term is defined in the Loan Agreement, the Administrative Agent may, and upon the direction of the Lenders shall, at their option, (a) declare the entire unpaid principal of and accrued interest on this Note and each other Note immediately due and payable without notice, demand or presentment, all of which are hereby waived, and upon such declaration, the same shall become and shall be immediately due and payable, (b) foreclose or otherwise enforce all liens or security interests securing payment hereof or thereof (or any other Credit Document), or any part hereof or thereof (or any other Credit Document), (c) offset against this Note, any other Note, or any other amount owed under or in connection with the Credit Documents, any sum or sums owed by the Administrative Agent or any Lender to Maker and (d) take any and all other actions available to under this Note, any other Note, the Loan Agreement, all other Credit Documents at law, in equity or otherwise. Failure of the Administrative Agent or any Lender to exercise any of the foregoing options shall not constitute a waiver of the right to exercise the same upon the occurrence of a subsequent Event of Default.

In no event shall Chapter 346 of the Texas Finance Code (which regulates certain revolving loan accounts and revolving tri-party accounts) apply to this Note. To the extent that Chapter 303 of the Texas Finance Code is applicable to this Note, the “indicated rate ceiling” specified in such article is the applicable ceiling; provided that, if any applicable law permits greater interest, the law permitting the greatest interest shall apply.

If the Administrative Agent or the holder hereof expends any effort in any attempt to enforce payment of all or any part or installment of any sum due the holder hereunder, or if this Note or any other Credit Document is placed in the hands of an attorney for collection, or if it is

collected through any legal proceedings, Maker agrees to pay all reasonable costs, expenses, and fees incurred by the Administrative Agent and such holder, including all reasonable and documented attorneys’ fees in the event that the Administrative Agent or such holder is held to be the prevailing party in such legal proceedings.

If Payee or its successor has not received the full amount of any installment payment at the end of the tenth (10^th) day after it is due, Maker agrees to pay a late charge to Payee. The amount of the late charge will be five percent (5%) of the amount of the overdue installment payment. Maker agrees to pay the late charge promptly. The late charge will be charged only one time with respect to any late installment payment.

THIS NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS AND THE APPLICABLE LAWS OF THE UNITED STATES OF AMERICA. THIS NOTE IS PERFORMABLE IN HARRIS COUNTY, TEXAS.

WAIVER OF JURY TRIAL: MAKER HEREBY WAIVES ITS RIGHT TO A TRIAL BY JURY IN THE EVENT SUIT IS FILED TO ENFORCE THE TERMS HEREOF.

Maker and each surety, guarantor, endorser, and other party ever liable for payment of any sums of money payable on this Note or any other Note or Credit Document jointly and severally waive notice, presentment, demand for payment, protest, notice of protest and non-payment or dishonor, notice of acceleration, notice of intent to accelerate, notice of intent to demand, diligence in collecting, grace, and all other formalities of any kind, and consent to all extensions without notice for any period or periods of time and partial payments, before or after maturity, and any impairment of any collateral securing this Note or any other Note or Credit Document, all without prejudice to the holder. The holder shall similarly have the right to deal in any way, at any time, with one or more of the foregoing parties without notice to any other party, and to grant any such party any extensions of time for payment of any of said indebtedness, or to release or substitute part or all of the collateral securing this Note or any other Note or Credit Document, or to grant any other indulgences or forbearances whatsoever, without notice to any other party and without in any way affecting the personal liability of any party hereunder.

Cross-Default. If the Maker, Guarantor(s), or any Affiliates of Maker (defined below) are in default under any other loans or advances of credit (including guaranty agreements or factoring obligations) held by any Lender (each an “Other Obligation”), or if there is a default in any of the terms, covenants, agreements, conditions or provisions set forth in this Note, or any other Credit Document, or any other instrument relating to this Note or any other Note, then the Lenders, at their option, may declare the entirety of this Note, each other Note and any Other Obligation, together with all accrued but unpaid interest, immediately due and payable without notice, demand or presentment, or notice of intent to accelerate to the Maker or any other person or party, all of which are hereby waived. The Lenders’ failure to or delay in exercise of said option will not constitute a wavier on the part of the Lenders of the right to exercise said option at any other time. Upon the occurrence of any default or Event of Default, the Administrative Agent, acting at the written instruction of the Lenders shall also have the right to exercise any and all other rights, remedies and recourses now or hereinafter existing in equity, at law, by virtue of statute or

otherwise, including, but not limited to, the right to foreclose any and all liens and security interests securing this Note, any other Note, and/or any Other Obligation. “Affiliates of Maker” means Geospace Engineering Resources International Inc., a Texas corporation, Geospace Finance Corp., a Texas corporation, Geospace J.V., Inc., a Texas corporation, Geospace Technologies, Sucursal Sudamericana LLC, a Texas limited liability company, or any entity in which 20% or more is owned by, or in which 20% or more voting control is held by, Maker, Geospace Engineering Resources International Inc., a Texas corporation, Geospace Finance Corp., a Texas corporation, Geospace J.V., Inc., a Texas corporation, or Geospace Technologies, Sucursal Sudamericana LLC, a Texas limited liability company, whether now or in the future.

Cross-Collateralization. Except as may be limited or prohibited by applicable law, the Maker, Guarantor(s), and Affiliates of Maker agree and acknowledge that the Credit Documents secure (a) this Note and each other Note issued in connection with the Loan Agreement, in each case, as extended and/or modified, including interest, late charges fees, expenses and other amounts as provided in this Note, and the other Credit Documents, (b) all other debts, obligations and liabilities of the Maker, Guarantor(s), and/or Affiliates of Maker, to each of the Lenders of whatever kind or character, whether now existing or hereafter arising, secured or unsecured, direct or indirect, fixed or contingent, primary or secondary, joint or several, or both, including, without limitation, all present and future debts, obligations and liabilities of the Maker, Guarantor(s), and/or Affiliates of Maker (i) as principal, surety, endorser, guarantor, accommodation party or otherwise, (ii) arising by operation of law or otherwise, (iii) as a member of any partnership, joint venture, company, firm, trust or other association, (iv) payable to or in favor of third parties and hereafter acquired by any of the Lenders with or without the knowledge, consent or insistence of the Maker, Guarantor(s), and/or Affiliates of Maker, or (v) relating to any services rendered by any of the Lenders for the benefit of the Maker, Guarantor(s), and/or Affiliates of Maker, including, without limitation, credit cards, treasury or cash management services all of which indebtedness is secured by the Credit Documents, and (c) all renewals, rearrangements, modifications and extensions of any of the foregoing.

This Note is a Credit Document and is subject to the terms and conditions of the Loan Agreement. In the event of an inconsistency between the terms of this Note and the terms of the Loan Agreement, the terms of the Loan Agreement shall govern and control.

Without being limited thereto or thereby, this Note is secured by a Deed of Trust (however titled) (the “Deed of Trust”) executed by Maker to JASON M. MEDLEY OR M. EDWARD BURDZINSKI as Trustee, covering that certain tract or parcel of land more fully described in the Deed of Trust (the “Property”).

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IN WITNESS WHEREOF, this Promissory Note has been executed as of the day and year first above written.

PROMISSORY NOTE

(Revolving Line of Credit)

FOR VALUE RECEIVED, and WITHOUT GRACE, on the dates and in the amounts so herein stipulated, the undersigned, GEOSPACE TECHNOLOGIES CORPORATION, a Texas corporation (“Geospace”), and GTC, INC., a Texas corporation (“GTC”) (Geospace and GTC hereinafter called “Maker”, whether one or more), jointly and severally, both with an address of 7007 Pinemont Drive, Houston, Texas 77040, hereby promise to pay to the order of WOODFOREST NATIONAL BANK (“Payee”), at its principal office at 1330 Lake Robbins Drive, Suite 500, The Woodlands, TX 77380, in coin or currency of the United States of America, which at the time of payment is legal tender for the payment of public and private debts, the principal sum of FIVE MILLION AND NO/100 DOLLARS ($5,000,000.00), or, if less, the aggregate unpaid principal amount of advances made by Payee to Maker pursuant to this Note and that one certain Revolving Loan and Security Agreement of even date herewith executed by Maker as “Borrower” and Payee and the other parties thereto from time to time as “Lenders”, and Amerisource Funding, Inc., as Administrative Agent (in such capacity, together with its successors in such capacity, the “Administrative Agent”) for itself and the other Lenders (as amended, restated, supplemented, or otherwise modified from time to time (the “Loan Agreement”), together with accrued interest on the principal amount hereof remaining unpaid from time to time, computed from the date hereof until maturity at a per annum rate, calculated on the basis of a three hundred sixty (360) day year except for calculation of the Maximum Rate, which will be calculated on the basis of a three hundred sixty five (365) or three hundred sixty six (366) day year, as the case may be, determined on a variable basis, the first such determination being made on the date Payee advances any portion of the principal of this Note, and other determinations being made as described herein), equal to the lesser of (i) or (ii) as follows:

which interest rate is further limited and controlled by the provisions of this Note hereinafter set forth. The term “Base Rate”, as used herein, shall mean a per annum rate equal to the prime rate as announced by The Wall Street Journal from time to time. The term “Maximum Rate”, as used herein, shall mean, on any day, the highest non-usurious rate of interest (if any) permitted by applicable law on such day. For purposes of the Texas Finance Code, as it may from time to time be amended, the Maximum Rate shall be referred to in and determined under the Texas Finance Code, from time to time in effect; provided, however, that to the extent permitted by applicable law, Payee reserves the right to change, from time to time by further notice and disclosure to Maker, the ceiling on which the Maximum Rate is based under the Texas Finance Code; and, provided further, that the “highest non-usurious rate of interest permitted by applicable law” for purposes of this Note shall not be limited to the applicable rate ceiling under the Texas Finance Code if federal laws or other state laws now or hereafter in effect and applicable to this Note (and the interest contracted for, charged and collected hereunder) shall permit a higher rate of interest.

If the published rate in The Wall Street Journal is expressed on the applicable date as a range, the Applicable Rate herein shall be calculated using an average between the high and low of that range. If The Wall Street Journal ceases to publish a prime rate, Payee may refer to another similar source to calculate the Applicable Rate herein, giving due consideration to industry-accepted market practice, but in no event shall the Applicable Rate herein exceed the Maximum Rate.

This Note shall be due and payable as follows:

Accrued and unpaid interest on this Note shall be payable monthly, commencing one (1) calendar month from the date hereof, and continuing thereafter on the same day of each succeeding calendar month thereafter until twenty-four (24) months from the date of this Note (the “Initial Maturity Date”) when all outstanding principal of this Note and all accrued and unpaid interest hereon shall be due and payable. As more fully set forth in the Loan Agreement, in the absence of a timely notice of termination from Maker, this Note shall automatically renew every two (2) years.

Payee reserves the right to adjust the monthly payments daily for changes in the Base Rate. If Payee elects to adjust the payments, notice of the new payment amount may be sent to Maker in the next loan payment notice sent to Maker. The failure of Payee to adjust payments in response to any Base Rate change shall not constitute a waiver by Payee of its right to do so in response to future rate changes.

BALLOON WARNING

THIS LOAN MAY NOT FULLY AMORTIZE, BUT REGARDLESS, IS PAYABLE IN FULL ON THE EARLIER OF (I) MATURITY DATE, OR (II) ACCELERATION AS PROVIDED HEREIN. AT MATURITY, MAKER MUST REPAY THE ENTIRE PRINCIPAL BALANCE OF THE LOAN AND UNPAID INTEREST THEN DUE. THE PAYEE IS UNDER NO OBLIGATION AND HAS MADE NO COMMITMENT TO REFINANCE THE LOAN AT THAT TIME.

THIS NOTE AND THE OTHER WRITTEN LOAN DOCUMENTS REPRESENT THE FINAL AGREEMENT BETWEEN THE PARTIES WITH RESPECT TO THE SUBJECT MATTER HEREOF AND THEREOF AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES.

THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.

The amount of permissible outstanding principal at certain times shall be further limited by the Loan Agreement. If an Event of Default (hereinafter defined) has occurred and is continuing, the principal hereof and all past due interest hereon shall bear interest at the Default Rate (hereinafter defined).

Capitalized terms used but not defined in this Note shall have the meanings given to such terms in the Loan Agreement. As used in this Note, the following terms shall have the respective meanings indicated below:

“Commitment” means an amount up to $5,000,000.00 USD.

“Default Rate” means the Maximum Rate.

“Event of Default” shall have the meaning given to such term in the Loan Agreement.

“Total Commitment” means an amount up to $10,000,000.00 USD

This Note (a) is a Note provided for in the Loan Agreement and (b) is secured as provided in the Loan Agreement, Deed of Trust, and the other Credit Documents executed in connection herewith by the parties. Maker may prepay the principal of this Note upon the terms and conditions specified in the Loan Agreement. Subject hereto and to the Loan Agreement, Maker may borrow, repay, and re-borrow hereunder upon the terms and conditions specified in the Loan Agreement.

Notwithstanding anything to the contrary contained herein, no provisions of this Note shall require the payment or permit the collection of interest in excess of the Maximum Rate. If any excess of interest in such respect is herein provided for, or shall be adjudicated to be so provided, in this Note, any other Note or otherwise in connection with this loan transaction, the provisions of this paragraph shall govern and prevail, and neither Maker nor the sureties, guarantors, successors or assigns of Maker shall be obligated to pay the excess amount of such interest, or any other excess sum paid for the use, forbearance or detention of sums loaned pursuant hereto. If for any reason interest in excess of the Maximum Rate shall be deemed charged, required or permitted by any court of competent jurisdiction, any such excess shall be applied as a payment and reduction of the principal of indebtedness evidenced by this Note and each other Note; and, if the principal amount hereof has been paid in full, any remaining excess shall forthwith be paid to Maker. In determining whether or not the interest paid or payable exceeds the Maximum Rate, Maker and the Lenders shall, to the extent permitted by applicable law, (a) characterize any non-principal payment as an expense, fee, or premium rather than as interest, (b) exclude voluntary prepayments and the effects thereof, and (c) amortize, prorate, allocate, and spread in equal or unequal parts the total amount of interest throughout the entire contemplated term of the indebtedness evidenced by this Note so that the interest for the entire term does not exceed the Maximum Rate.

Advances/Revolving Nature: Under the Loan Agreement, and subject to the borrowing requirements therein defined, Maker may request advances and make payments hereunder from time to time, provided that it is understood and agreed that the aggregate principal amount outstanding from time to time hereunder shall not at any time exceed the Commitment, and the aggregate principal amount outstanding under the Loan Agreement and all of the Notes shall not at any time exceed the Total Commitment. The unpaid balance of this Note shall increase and decrease with each new advance or payment hereunder, as the case may be. This Note shall not be deemed terminated or

canceled prior to the Maturity Date, although the entire principal balance hereof may from time to time be paid in full. Maker may borrow, repay and re-borrow under the Loan Agreement accordingly, at the Lenders’ discretion. All regularly scheduled payments of the indebtedness evidenced by this Note shall be applied in accordance with the terms of the Loan Agreement. All non-regularly scheduled payments shall be applied to such indebtedness in accordance with the terms of the Loan Agreement. All payments and prepayments of principal of or interest on this Note shall be made in lawful money of the United States of America in immediately available funds, at the address designated by Payee, or such other place as the holder of this Note shall designate in writing to Maker. If any payment of principal of or interest on this Note shall become due on a day which is not a Business Day (as hereinafter defined), such payment shall be made on the next succeeding Business Day and any such extension of time shall be included in computing interest in connection with such payment. As used herein, the term “Business Day” shall have the meaning set forth in the Loan Agreement. The books and records of Payee shall be prima facie evidence of all outstanding principal of and accrued and unpaid interest on this Note.

Maker agrees that no advances under this Note shall be used for personal, family or household purposes, and that all advances hereunder shall be used solely for business, commercial, investment or other similar purposes. Specifically, the proceeds of this Note shall be used for the Approved Purposes for this Note as defined in the Loan Agreement.

If default occurs in the payment of principal or interest under this Note, or upon the occurrence of any other Event of Default, as such term is defined in the Loan Agreement, the Administrative Agent may, and upon the direction of the Lenders shall, at their option, (a) declare the entire unpaid principal of and accrued interest on this Note and each other Note immediately due and payable without notice, demand or presentment, all of which are hereby waived, and upon such declaration, the same shall become and shall be immediately due and payable, (b) foreclose or otherwise enforce all liens or security interests securing payment hereof or thereof (or any other Credit Document), or any part hereof or thereof (or any other Credit Document), (c) offset against this Note, any other Note, or any other amount owed under or in connection with the Credit Documents, any sum or sums owed by the Administrative Agent or any Lender to Maker and (d) take any and all other actions available to under this Note, any other Note, the Loan Agreement, all other Credit Documents at law, in equity or otherwise. Failure of the Administrative Agent or any Lender to exercise any of the foregoing options shall not constitute a waiver of the right to exercise the same upon the occurrence of a subsequent Event of Default.

In no event shall Chapter 346 of the Texas Finance Code (which regulates certain revolving loan accounts and revolving tri-party accounts) apply to this Note. To the extent that Chapter 303 of the Texas Finance Code is applicable to this Note, the “indicated rate ceiling” specified in such article is the applicable ceiling; provided that, if any applicable law permits greater interest, the law permitting the greatest interest shall apply.

If the Administrative Agent or the holder hereof expends any effort in any attempt to enforce payment of all or any part or installment of any sum due the holder hereunder, or if this Note or any other Credit Document is placed in the hands of an attorney for collection, or if it is collected through any legal proceedings, Maker agrees to pay all reasonable costs, expenses, and fees incurred by the Administrative Agent and such holder, including all reasonable and documented attorneys’ fees in the event that the Administrative Agent or such holder is held to be the prevailing party in such legal proceedings.

If Payee or its successor has not received the full amount of any installment payment at the end of the tenth (10^th) day after it is due, Maker agrees to pay a late charge to Payee. The amount of the late charge will be five percent (5%) of the amount of the overdue installment payment. Maker agrees to pay the late charge promptly. The late charge will be charged only one time with respect to any late installment payment.

THIS NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS AND THE APPLICABLE LAWS OF THE UNITED STATES OF AMERICA. THIS NOTE IS PERFORMABLE IN HARRIS COUNTY, TEXAS.

WAIVER OF JURY TRIAL: MAKER HEREBY WAIVES ITS RIGHT TO A TRIAL BY JURY IN THE EVENT SUIT IS FILED TO ENFORCE THE TERMS HEREOF.

Maker and each surety, guarantor, endorser, and other party ever liable for payment of any sums of money payable on this Note or any other Note or Credit Document jointly and severally waive notice, presentment, demand for payment, protest, notice of protest and non-payment or dishonor, notice of acceleration, notice of intent to accelerate, notice of intent to demand, diligence in collecting, grace, and all other formalities of any kind, and consent to all extensions without notice for any period or periods of time and partial payments, before or after maturity, and any impairment of any collateral securing this Note or any other Note or Credit Document, all without prejudice to the holder. The holder shall similarly have the right to deal in any way, at any time, with one or more of the foregoing parties without notice to any other party, and to grant any such party any extensions of time for payment of any of said indebtedness, or to release or substitute part or all of the collateral securing this Note or any other Note or Credit Document, or to grant any other indulgences or forbearances whatsoever, without notice to any other party and without in any way affecting the personal liability of any party hereunder.

Cross-Default. If the Maker, Guarantor(s), or any Affiliates of Maker (defined below) are in default under any other loans or advances of credit (including guaranty agreements or factoring obligations) held by any Lender (each an “Other Obligation”), or if there is a default in any of the terms, covenants, agreements, conditions or provisions set forth in this Note, or any other Credit Document, or any other instrument relating to this Note or any other Note, then the Lenders, at their option, may declare the entirety of this Note, each other Note and any Other Obligation, together with all accrued but unpaid interest, immediately due and payable without notice, demand or presentment, or notice of intent to accelerate to the Maker or any other person or party, all of which are hereby waived. The Lenders’ failure to or delay in exercise of said option will not constitute a wavier on the part of the Lenders of the right to exercise said option at any other time. Upon the occurrence of any default or Event of Default, the Administrative Agent, acting at the written instruction of the Lenders shall also have the right to exercise any and all other rights, remedies and recourses now or hereinafter existing in equity, at law, by virtue of statute or otherwise, including, but not limited to, the right to foreclose any and all liens and security interests securing this Note, any other Note, and/or any Other Obligation. “Affiliates of Maker” means

Geospace Engineering Resources International Inc., a Texas corporation, Geospace Finance Corp., a Texas corporation, Geospace J.V., Inc., a Texas corporation, Geospace Technologies, Sucursal Sudamericana LLC, a Texas limited liability company, or any entity in which 20% or more is owned by, or in which 20% or more voting control is held by, Maker, Geospace Engineering Resources International Inc., a Texas corporation, Geospace Finance Corp., a Texas corporation, Geospace J.V., Inc., a Texas corporation, or Geospace Technologies, Sucursal Sudamericana LLC, a Texas limited liability company, whether now or in the future.

Cross-Collateralization. Except as may be limited or prohibited by applicable law, the Maker, Guarantor(s), and Affiliates of Maker agree and acknowledge that the Credit Documents secure (a) this Note and each other Note issued in connection with the Loan Agreement, in each case, as extended and/or modified, including interest, late charges fees, expenses and other amounts as provided in this Note, and the other Credit Documents, (b) all other debts, obligations and liabilities of the Maker, Guarantor(s), and/or Affiliates of Maker, to each of the Lenders of whatever kind or character, whether now existing or hereafter arising, secured or unsecured, direct or indirect, fixed or contingent, primary or secondary, joint or several, or both, including, without limitation, all present and future debts, obligations and liabilities of the Maker, Guarantor(s), and/or Affiliates of Maker (i) as principal, surety, endorser, guarantor, accommodation party or otherwise, (ii) arising by operation of law or otherwise, (iii) as a member of any partnership, joint venture, company, firm, trust or other association, (iv) payable to or in favor of third parties and hereafter acquired by any of the Lenders with or without the knowledge, consent or insistence of the Maker, Guarantor(s), and/or Affiliates of Maker, or (v) relating to any services rendered by any of the Lenders for the benefit of the Maker, Guarantor(s), and/or Affiliates of Maker, including, without limitation, credit cards, treasury or cash management services all of which indebtedness is secured by the Credit Documents, and (c) all renewals, rearrangements, modifications and extensions of any of the foregoing.

This Note is a Credit Document and is subject to the terms and conditions of the Loan Agreement. In the event of an inconsistency between the terms of this Note and the terms of the Loan Agreement, the terms of the Loan Agreement shall govern and control.

Without being limited thereto or thereby, this Note is secured by a Deed of Trust (however titled) (the “Deed of Trust”) executed by Maker to JASON M. MEDLEY OR M. EDWARD BURDZINSKI as Trustee, covering that certain tract or parcel of land more fully described in the Deed of Trust (the “Property”).

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IN WITNESS WHEREOF, this Promissory Note has been executed as of the day and year first above written.

EXHIBIT C

Legal Description of Property

TRACT 1:

A TRACT OR PARCEL OF LAND CONTAINING 3.3686 ACRES OR 146,738 SQUARE FEET, BEING A PORTION OF A CALLED 63.2424 ACRE TRACT TO CCI-B LANGFIELD I, LLC, RECORDED UNDER HARRIS COUNTY CLERK’S FILE (H.C.C.F.) NUMBER (NO.) 20080105303 AND OUT OF RESTRICTED RESERVE “A”, BLOCK 1, LANGFIELD COMMERCIAL RESERVE AS SHOWN BY PLAT OR MAP RECORDED UNDER FILM CODE NO. 621114 OF THE HARRIS COUNTY MAP RECORDS (H.C.M.R.), SITUATED IN THE THOMAS HUBANKS SURVEY, ABSTRACT NO. 370, HARRIS COUNTY, TEXAS, DESCRIBED AS FOLLOWS WITH ALL BEARINGS BASED ON THE TEXAS STATE PLANE COORDINATE SYSTEM, SOUTH CENTRAL ZONE, NAD 1983:

COMMENCING AT A 5/8 INCH IRON ROD FOUND ON THE EAST RIGHT-OF-WAY (R.O.W.) LINE OF LANGFIELD ROAD (CALLED 60 FOOT WIDE R.O.W.), MARKING THE NORTHWEST CORNER OF A CALLED 30 FOOT WIDE DRIVE TO CYPRESS-FAIRBANKS INDEPENDENT SCHOOL DISTRICT IN VOL. 8148, PG. 42, HARRIS COUNTY DEED RECORDS (H.C.D.R.) AND THE SOUTHWEST CORNER OF A CALLED 3.6493 ACRE TRACT OF LAND TO CCI-B LANGFIELD I, LLC, RECORDED UNDER H.C.C.F. NO. 20070389451;

THENCE, NORTH 02 DEGREES 06 MINUTES 22 SECONDS WEST, ALONG AND WITH THE EASTERLY RIGHT-OF-WAY LINE OF SAID LANGFIELD ROAD, SAME BEING THE WESTERLY LINE OF SAID 3.6493 ACRE TRACT AND SAID RESTRICTED RESERVE “A”, A DISTANCE OF 201.42 FEET TO A MAG NAIL FOUND MARKING AN ANGLE POINT;

THENCE, NORTH 87 DEGREES 56 MINUTES 45 SECONDS EAST, ALONG AND WITH THE NORTHERLY LINE OF SAID 3.6493 ACRE TRACT, A DISTANCE OF 418.77’ TO A CAPPED 5/8 INCH IRON ROD STAMPED “WINDROSE LAND SERVICES” FOUND MARKING THE BEGINNING OF A TANGENT CURVE TO THE RIGHT;

THENCE, IN AN SOUTHEASTERLY DIRECTION, A DISTANCE OF 129.28 FEET, ALONG THE ARC OF SAID CURVE TO THE RIGHT HAVING A RADIUS OF 230.00 FEET, SUBTENDING A CENTRAL ANGLE OF 32 DEGREES 12 MINUTES 18 SECONDS, AND HAVING A CHORD BEARING AND DISTANCE OF SOUTH 75 DEGREES 57 MINUTES 06 SECONDS EAST, 127.58 FEET TO A CAPPED 5/8 INCH IRON ROD STAMPED “WINDROSE LAND SERVICES” FOUND MARKING A POINT OF TANGENCY;

THENCE, SOUTH 59 DEGREES 50 MINUTES 57 SECONDS EAST, A DISTANCE OF 408.12 FEET TO A CAPPED 5/8 INCH IRON ROD STAMPED “WINDROSE LAND SERVICES” SET ON THE NORTHWESTERLY LINE OF A CALLED 50’ WIDE MAGNOLIA PETROLEUM COMPANY EASEMENT, RECORDED IN VOL. 1215, PG. 267, AND VOL. 3428, PG. 605, H.C.D.R., MARKING THE SOUTHWEST CORNER AND POINT OF BEGINNING OF THE HEREIN DESCRIBED TRACT;

THENCE, NORTH 41 DEGREES 37 MINUTES 00 SECONDS EAST, ALONG AND WITH THE NORTHWESTERLY LINE OF SAID 50’ WIDE MAGNOLIA PIPELINE COMPANY EASEMENT, A DISTANCE OF 540.07 FEET TO A CAPPED 5/8 INCH IRON ROD STAMPED “WINDROSE LAND SERVICES” SET MARKING THE NORTHWEST CORNER OF THE HEREIN DESCRIBED TRACT;

THENCE, NORTH 88 DEGREES 08 MINUTES 27 SECONDS EAST, A DISTANCE OF 123.17 FEET TO A CAPPED 5/8 INCH IRON ROD STAMPED “WINDROSE LAND SERVICES” SET MARKING THE NORTHEAST CORNER OF THE HEREIN DESCRIBED TRACT;

THENCE, SOUTH 01 DEGREES 51 MINUTES 42 SECONDS EAST, A DISTANCE OF 450.00 FEET TO A CAPPED 5/8 INCH IRON ROD STAMPED “WINDROSE LAND SERVICES” SET MARKING THE SOUTHEAST CORNER OF THE HEREIN DESCRIBED TRACT;

THENCE, SOUTH 88 DEGREES 08 MINUTES 27 SECONDS WEST, A DISTANCE OF 335.88’ FEET TO A CAPPED 5/8 INCH IRON ROD STAMPED “WINDROSE LAND SERVICES” SET MARKING THE BEGINNING OF A TANGENT CURVE TO THE LEFT;

THENCE, IN A NORTHWESTERLY DIRECTION, A DISTANCE OF 128.50 FEET, ALONG THE ARC OF SAID CURVE TO THE RIGHT HAVING A RADIUS OF 230.00 FEET, SUBTENDING A CENTRAL ANGLE OF 32 DEGREES 00 MINUTES 38 SECONDS AND HAVING A CHORD BEARING AND DISTANCE OF NORTH 75 DEGREES 51 MINUTES 15 SECONDS WEST, 126.83 FEET TO A CAPPED 5/8 INCH IRON ROD STAMPED “WINDROSE LAND SERVICES” SET MARKING A POINT OF TANGENCY;

THENCE, NORTH 59 DEGREES 50 MINUTES 57 SECOND WEST, A DISTANCE OF 43.62 TO THE PLACE OF BEGINNING AND CONTAINING 3.3686 ACRES OR 146,738 SQUARE FEET, AS SHOWN ON JOB NUMBER 43384WC-BLD “E”, PREPARED BY WINDROSE LAND SERVICES, INC.

TRACT 2:

THAT CERTAIN PRIVATE, NON-EXCLUSIVE ACCESS AND UTILITY EASEMENT APPURTENANT TO TRACT 1 AS CREATED AND DEFINED UNDER TERMS, CONDITIONS AND STIPULATIONS CONTAINED IN THAT CERTAIN DECLARATION OF PRIVATE ROADWAY AND UTILITY EASEMENT RECORDED UNDER HARRIS COUNTY CLERK’S FILE NO. 20120549268, SAID EASEMENT DESCRIBED THEREIN BY METES AND BOUNDS AS CONTAINING APPROXIMATELY 2.5353 ACRES, AS AFFECTED BY SUPPLEMENTAL DECLARATION RECORDED UNDER HARRIS COUNTY CLERK’S FILE NO. 20130411682, AND BY SECOND SUPPLEMENTAL DECLARATION RECORDED UNDER HARRIS COUNTY CLERK’S FILE NO. 20140471799.

TRACT 3:

Unrestricted Reserve “A” in Block One (1), GEOSPACE TECH SECTION 1, a subdivision in Harris County, Texas, according to the map or plat thereof recorded under Film Code No. 664024 of the Map Records of Harris County, Texas.

EXHIBIT ‘D’

LENDERS

LENDER COMMITMENT PERCENTAGE

EXHIBIT ‘E’

COMPLIANCE CERTIFICATE

For Geospace Technologies Corporation

Woodforest National Bank

Attn: Wesley Gerren

1330 Lake Robbins Dr. Suite 500

The Woodlands, TX 77380

Amerisource Funding Inc.

Attn: Kendra Wilson

7225 Langtry St.

Houston, TX 77040

This Compliance Certificate is pursuant to the Loan Agreement date as of May 6, 2022 (as amended, restated, supplemented, or otherwise modified from time to time, the “Loan Agreement”), between Woodforest National Bank, N.A, Amerisource Funding Inc., a Texas corporation. (collectively the “Lenders”) as agent from itself and the other Lender (in such capacity, “Administrative Agent”) and Geospace Technologies Corporation., a Texas corporation (the “Corporation”) Capitalized terms used by not defined in this Certificate of Compliance shall have the meanings give such terms in the Loan Agreement.

THE UNDERSIGNED HEREBY CERTIFIES THAT:

The forgoing certification, together with any financial date and computation provided herewith, are made and delivered this      day of             , 2022

SCHEDULE 1

Financial Covenant Calculation Worksheet

SCHEDULE II

Default Disclosures