FIRST AMENDED AND RESTATED BACKSTOP CONVERSION COMMITMENT AGREEMENT AMONG GLOBAL GEOPHYSICAL SERVICES, INC., CERTAIN SUBSIDIARIES OF GLOBAL GEOPHYSICAL SERVICES, INC. AND THE INVESTORS PARTY HERETO Dated as of October 16, 2014 TABLE OF CONTENTS

which any appeal that has been taken or any petition for certiorari that has been or may be filed has been resolved by the highest court to which the Order was appealed or from which certiorari was sought or the new trial, reargument or rehearing shall have been denied, resulted in no modification of such Order or has otherwise been dismissed with prejudice; provided, however, that the possibility that a motion under Rule 60 of the Federal Rules of Civil Procedure, or any analogous rule under the Bankruptcy Rules (including Rule 9024 of the Bankruptcy Rules), may be filed relating to such Order shall not prevent such order from being a Final Order; provided, further, that the Requisite Investors may waive any appeal period.

(c) liabilities under or in connection with letters of credit that have been drawn on or bankers’ acceptances or similar items; (d) liabilities under or in connection with interest rate swaps, collars, caps and similar hedging arrangements; (e) liabilities under or in connection with off balance sheet financing arrangements or synthetic leases; (f) all capitalized lease obligations of such Person that are required to appear on a balance sheet prepared in accordance with GAAP; and (g) any guarantees of any of the items in (a) through (f) of this definition.

occupancy of such Owned Real Property as currently used or occupied or materially detract from the value of any of the Owned Real Property, or materially impair the use of any of the Owned Real Property as currently used; (iv) easements, covenants, conditions, restrictions and other similar matters affecting title to any Owned Real Property and other title defects that do not or would not materially impair the use or occupancy of such real property or the operation of the Company’s or any of its Subsidiaries’ business; and (v) Liens that, pursuant to the Confirmation Order, will not survive beyond the Effective Date.

Investors, with only such amendments, supplements, changes and modifications that are satisfactory to the Debtors and the Requisite Investors.

as determined by the Debtors’ independent financial advisor, management and the Board acting in good faith, (c) which contains a cash component sufficient to pay all DIP Facility Claims, plus the Termination Payment, plus the anticipated approximate Expense Reimbursement in cash in full, (d) is not subject to a financing condition or contingency and does not rely upon or otherwise assume that the Company obtains Exit Financing which has not otherwise previously been agreed to be provided to the Qualified Bidder, (e) that the Board, after consultation with its outside legal counsel, its independent financial advisors and the Committee, determines in good faith in its business judgment to be higher and better when viewed as a whole for the bankruptcy estate of the Company and the estates of the other Debtors than the transactions contemplated by this Agreement and the Plan, taking into account all terms, conditions and other aspects of such Alternative Proposal as compared to those of this Agreement and the Plan, and taking into account all of the facts and circumstances of the Chapter 11 Proceedings and the Board’s good-faith estimation of the likelihood and timing of consummating the Alternate Transaction, (f) can be consummated no later than February 27, 2015 and (g) that provides for payment in full in cash of all DIP Facility Claims, the Termination Payment and the Expense Reimbursement, upon the effective date or date of consummation (as applicable) of such Alternate Transaction.

 

Rights held by such Rights Holder in a minimum initial increment of Rights enabling such Rights Holder to purchase an increment of 12,500 Rights Offering Shares and thereafter additional increments of Rights enabling the Rights Holder to purchase 2,500 Rights Offering Shares in each such additional increment.  The Company will conduct the Rights Offering in accordance with this Agreement, the Plan and the Rights Offering Procedures.

integral multiple of one, fractions of 0.50 and greater will be rounded up to the next higher integral multiple of one and fractions less than 0.50 will be rounded down to the next lower integral multiple of one.  In no event will any fractional shares of New Common Stock be issued in the DIP Conversion, and no consideration will be paid in lieu of fractions that are rounded down.

book entry account of an Investor (or to such other accounts as any Investor may designate in accordance with this Agreement)  established with Computershare in its capacity as transfer agent to the Company (the “Transfer Agent”) pursuant to the Company’s book entry procedures and delivery to such Investor (or designated Person) of an account statement reflecting the book entry of such Investor Shares shall be deemed delivery of such Investor Shares for purposes of this Agreement.

Ultimate Purchaser) under this Agreement, the Plan, the Chapter 11 Proceedings and any Transaction Agreement) (collectively, “Expense Reimbursement”).

Section 5.28 (No Broker’s Fees), Section 5.30 (Takeover Statutes) and Section 5.36 ( No Integration of Offerings or General Solicitation) (the “Transactional Representations”), as of the date of this Agreement and as of the Effective Date and (ii) with respect to the representations and warranties set forth in any other Section of this Article V, as of September 23, 2014 and as of the Effective Date, in each case as set forth below.  Any disclosure in the Company SEC Documents or the Attached Disclosure Statement that is deemed to qualify a representation or warranty shall only so qualify a representation or warranty to the extent that it is made in such a way as to make the relevance of such disclosure to these representations and warranties reasonably apparent on its face.

taken all necessary corporate action required for the due authorization, execution, delivery and performance by it of each Transaction Agreement to which such Subsidiary is a party.

Stock reserved for issuance upon exercise of the New Warrants and the shares of New Common Stock reserved for issuance for the Emergence MIP Vested Grant and/or for issuance upon exercise of upon exercise of stock options and other rights to purchase or acquire shares of New Common Stock granted under the Management Incentive Plan, no shares of New Common Stock will be reserved for issuance as of the Effective Date.

Certificate of Incorporation, the Stockholders Agreement and the Warrant Agreement, as applicable.

Consents, approvals, authorizations, registrations or qualifications as may be required under state securities or Blue Sky laws in connection with the issuance of the Investor Shares to the Investors, the issuance of the New Warrants and the shares of New Common Stock to be issued upon exercise thereof and the issuance of the Rights and the Rights Offering Shares pursuant to the exercise of the Rights.

required to be filed as exhibits to the Company SEC Documents.  No Company SEC Document, after giving effect to any amendments or supplements thereto, and to any subsequently filed Company SEC Documents, in each case filed prior to September 23, 2014, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.

director or (iii) any negotiation, establishment, adoption, renewal, entry into or material amendment, modification or supplement to any Collective Bargaining Agreement, or (iv) termination by the Company or any of its Subsidiaries (other than for grounds constituting cause) of any key employee;

any of its Subsidiaries by any of their respective employees or such employees’ labor organization, works council, workers’ committee, union representatives or any other type of employees’ representatives appointed, elected, identified or recognized for collective bargaining purposes (collectively “Employee Representatives”) that has or would reasonably be expected to, individually or in the aggregate, adversely impact the ability of the Company and the Subsidiaries to conduct their respective businesses or otherwise result in a material liability to the Company or any Subsidiary.

23, 2014 in connection with the Registered Intellectual Property have been timely paid and all necessary documents and certificates in connection therewith have been timely filed with the relevant patent, copyright, trademark, or other authorities in the United States or foreign jurisdictions, as the case may be, for the purposes of maintaining such Registered Intellectual Property in full force and effect.

violates or conflicts with any Intellectual Property rights of other Persons and the Company is unaware of any other fact which would form a reasonable basis for any such claim.  There are no agreements between the Company or any of its Subsidiaries and any third party relating to any Material Business Intellectual Property or Intellectual Property of any third party under which there is, as of September 23, 2014, or is expected, as of September 23, 2014, to be, any material dispute regarding the scope or performance of such agreement.  Except as set forth in Section 5.15(e) of the Disclosure Letter, the Company and its Subsidiaries have not within the past six (6) years received any charge, complaint, claim or notice alleging that Material Business Intellectual Property or the operation of the businesses of the Company or its Subsidiaries infringes, misappropriates or otherwise violates or conflicts with the Intellectual Property of any Person or requires a license to the Intellectual Property of any person.

Company or any of its Subsidiaries could be liable for any material Taxes or other claims of any party.

IRS Form 5500 for each of the past three (3) years and all schedules thereto; (iv) the most recent IRS determination letter; (v) summary plan descriptions and summaries of material modifications currently in effect; (vi) the three (3) most recently prepared actuarial valuation reports, and (vii) any other documents reasonably requested by the Investors.  The Company does not maintain, contribute or have any liability, whether contingent or otherwise, with respect to, and has not in the past six (6) years maintained, contributed or had any liability, whether contingent or otherwise, with respect to any Company Plan (including, for such purpose, any “employee benefit plan,” within the meaning of Section 3(3) of ERISA, which the Company previously maintained or contributed to), that is, or has in the past six (6) years been, (i) subject to Title IV of ERISA or Section 412 or 430 of the Code; (ii) maintained by more than one employer within the meaning of Section 413(c) of the Code; (iii) subject to Sections 4063 or 4064 of ERISA; (iv) a “multiemployer plan,” within the meaning of Section 4001(a)(3) of ERISA (a “Multiemployer Plan”); (v) a “multiple employer welfare arrangement” as defined in Section 3(40) of ERISA; or (vi) an “employee pension benefit plan” within the meaning of Section 3(2) of ERISA and that is not intended to be qualified under Section 401(a) of the Code.

person or Governmental Entity have been filed against any Company Plan or the Company or against any other person or party and no such Liens, lawsuits or complaints are contemplated or threatened with respect to any Company Plan; (9) there are no audits or proceedings initiated pursuant to the IRS Employee Plans Compliance Resolution System (currently set forth in Revenue Procedure 2013-12) or similar proceedings pending with the IRS or U.S. Department of Labor with respect to any Company Plan; (10) no individual who has performed services for the Company has been improperly excluded from participation in any Company Plan; (11) no “reportable event,” within the meaning of Section 4043 of ERISA has occurred or is expected to occur for any Company Plan covered by Title IV of ERISA other than as a result of the Chapter 11 Proceedings; (12) all contributions and premiums (including Pension Benefit Guaranty Corporation premiums) required to be made under the terms of or payable in respect of any Company Plan have been timely made or paid or have been (A) properly reflected in the Financial Statements of the Company included in the Company SEC Documents filed prior to September 23, 2014 or (B) described in the Attached Plan or the Attached Disclosure Statement; (13) there has been no amendment to, announcement by the Company relating to, or change in employee participation or coverage under, any Company Plan which would increase the expense of maintaining such plan above the level of the expense incurred therefor for the most recent fiscal year; (14) no Company Plan provides or has provided for post-employment or retiree health, life insurance or other welfare benefits, except for benefits required by Section 4980B of the Code or similar Law; (15) neither the Company, nor any of its directors, officers or employees, nor any other “disqualified person” or “party in interest” (as defined in Section 4975(e)(2) of the Code and Section 3(14) of ERISA, respectively) has engaged in any transaction, act or omission to act in connection with any Company Plan that would reasonably be expected to result in the imposition of a material penalty or fine to the Company pursuant to Section 502 of ERISA, damages to the Company pursuant to Section 409 of ERISA or a tax to the Company pursuant to Section 4975 of the Code; (16) no liability, claim, action, litigation, audit, examination, investigation or administrative proceeding has been made, commenced or, to the Knowledge of the Company, threatened with respect to any Company Plan; (17) each Company Plan that is a “nonqualified deferred compensation plan” (within the meaning of Section 409A of the Code) has been operated and administered since January 1, 2005 in good faith compliance with Section 409A of the Code, and is currently in compliance with Section 409A of the Code; (18) neither the execution of this Agreement, stockholder approval of this Agreement nor the consummation of the transactions contemplated hereby will, alone or in the aggregate, (A) entitle any employees or other service providers of the Company to severance pay or any increase in severance pay upon any termination of employment after September 23, 2014 or any other compensation, (B) accelerate the time of payment or vesting or result in any payment or funding (through a grantor trust or otherwise) of compensation or benefits under, increase the amount payable or result in any other material obligation pursuant to, any of the Company Plans, (C) limit or restrict the right of the Company to merge, amend or terminate any of the Company Plans, (D) result in a non-exempt “prohibited transaction” within the meaning of Section 406 of ERISA or Section 4975 of the Code, (E) result in the payment of any amount that could, individually or in combination with any other such payment, constitute an “excess parachute payment,” as defined in Section 280G(b)(1) of the Code; (19) except as required to maintain the tax-qualified status of any Company Plan intended to qualify under Section 401(a) of the Code, no condition or circumstance exists that would prevent the amendment or termination of any Company Plan other than a Company Plan between the

Company, on the one hand, and an individual employee or director thereof on the other; and (20) no Company Plan (including without limitation any defined contribution plan) has equity of the Company (or its predecessors) as a permissible investment.

timely basis to the individuals responsible for the preparation of the Company’s filings with the SEC and other public disclosure documents.

of 2001 (the “PATRIOT Act”), and (c) the money laundering statutes of all jurisdictions, the rules and regulations thereunder and any related or similar Laws (collectively, the “Money Laundering Laws”) and no action, suit or proceeding by or before any Governmental Entity or any arbitrator involving the Company or any of its Subsidiaries with respect to Money Laundering Laws is pending or, to the Knowledge of the Company, threatened.

Delaware (which has been rendered inapplicable), no other “fair price,” “moratorium,” “control share acquisition”, “business combination” or other similar anti-takeover statute or regulation (a “Takeover Statute”) is applicable to the Company, the New Common Stock, or the sale and issuance of New Common Stock in accordance with this Agreement or the Plan.

is customary with companies in the same or similar businesses (including but not limited to policies covering real and personal property owned or leased by the Company and its Subsidiaries against theft, damage, destruction and acts of vandalism), (b) workmen's compensation insurance in the amount required by applicable law, (c) public liability insurance, in the amount customary with companies in the same or similar business against claims for personal injury or death on properties owned, occupied or controlled by it, and (d) such other insurance as may be required by law.  The Company and its Subsidiaries are in material compliance with the terms of all insurance, and there are no material claims by the Company or its Subsidiaries under any such policy or instrument as to which any insurance company is denying liability or defending under a reservation of rights clause, in each case that would materially and adversely impact the Company and its Subsidiaries, taken as a whole.  Neither the Company nor any of its Subsidiaries has been refused any insurance coverage sought or applied for, and neither the Company nor any of its Subsidiaries has any reason to believe that it will not be able to renew its existing insurance coverage as and when such coverage expires or to obtain similar coverage from similar insurances as may be necessary to continue its business at a cost that would not have a Material Adverse Change.

to review and comment on such documents prior to authorizing, agreeing to, entering into, implementing, executing or, if applicable, filing with the Bankruptcy Court or seeking Bankruptcy Court approval or confirmation of, any such documents and each such document, and each such amendment, modification, supplement or change to such documents, must be in form and substance satisfactory to the Company and the Requisite Investors (prior to being filed, if applicable).  The Debtors shall provide to each of the Investors, their respective counsel and the Ad Hoc Counsel a copy of the proposed Confirmation Order (together with copies of any briefs, pleadings and motions related thereto) and a reasonable opportunity to review and comment on such Order, briefs, pleadings and motions prior to such Order, briefs, pleadings and motions being filed with the Bankruptcy Court, and such Order, briefs, pleadings and motions must be in form and substance satisfactory to the Company and the Requisite Investors.

effected in accordance with this Agreement, the Plan, the Securities Act (without registration thereunder), the Exchange Act and any state or foreign securities or Blue Sky laws.

anything in this Agreement to the contrary, a failure to structure the issuance of New Common Stock and New Warrants in the foregoing manner shall not limit the Investors’ ability to assert or otherwise rely on the conditions set forth in Article VIII, the indemnities set forth in Article IX or the termination rights set forth in Article X.

participate in making such determinations.  The Debtors shall not, and shall cause their Subsidiaries not to, assume or reject any executory Contract or unexpired leases (or agree to pay any cure amounts) without first obtaining the consent of the Requisite Investors.

settlement or satisfaction of claims, obligations or Legal Proceedings in the ordinary course of business consistent with past practices;

by the Company’s executive officers.  All information acquired by any Investor or its Representatives pursuant to this Section 7.7 shall be subject to any confidentiality agreement between the Company and such Investor.  Notwithstanding the foregoing, the Debtors shall use reasonable best efforts to cooperate with the Ad Hoc Counsel to provide the Investors and their Representatives (including the Ad Hoc Counsel) with information subject to any common interest agreements or privilege between the Debtors and the Investors.

respect to any of their or their Subsidiaries’ or Affiliates’ businesses or make any other behavioral commitments, (iii) divest any of their Subsidiaries or Affiliates, or (iv) commit or agree to any of the foregoing. Without the prior written consent of Requisite Investors, neither the Debtors nor any of their Subsidiaries shall commit or agree to (i) dispose of, license or hold separate any of their assets or (ii) limit their freedom of action with respect to any of their businesses or commit or agree to any of the foregoing, in each case, in order to secure any necessary consent or approvals for the transactions contemplated hereby under the Antitrust Laws. Notwithstanding anything to the contrary herein, neither the Investors, nor any of their Affiliates, nor the Debtors or any of their Subsidiaries, shall be required as a result of this Agreement, to initiate any legal action against, or defend any litigation brought by, the United States Department of Justice, the United States Federal Trade Commission, or any other Governmental Entity in order to avoid the entry of, or to effect the dissolution of, any injunction, temporary restraining order or other order in any suit or proceeding which would otherwise have the effect of preventing or materially delaying the transactions contemplated hereby, or which may require any undertaking or condition set forth in the preceding sentence.

required in connection with the Exit Financing and (c) executing and delivering any customary and reasonable commitment letters, underwriting or placement agreements, registration statements, pledge and security documents, other customary and reasonable definitive financing documents, or requested certificates or documents reasonably necessary or desirable to obtain the Exit Financing (the “Exit Financing Documents”).  The Debtors shall provide to the Investors an opportunity to sponsor the Exit Term Loan and the Exit Revolving Facility, if any, on the same or better terms offered by any third party source of such facilities.  In furtherance thereof, the Debtors shall not execute any commitment letter or Contract (or similar documents relating to the Exit Financing) without first providing the same to the Investors and giving the Investors five (5) Business Days to match such terms (or provide better terms for the Company).  The Debtors agree that under no circumstances shall the execution of this Agreement or any act of the Investors pursuant to this Section 7.14 commit or be deemed a commitment by any of the Investors (or any their Affiliates) to provide or arrange the Exit Financing.

not to exceed two hundred and fifty thousand dollars $250,000 in the aggregate, solely as necessary to make additional payments under the KERP consistent with the Order of the Bankruptcy Court approving the KERP on June 5, 2014; provided that the total amount of such administrative expenses that may be paid under this Section 8.1(s)(ii) may be increased with the consent of the Investors.

counsel reasonably acceptable to the Indemnified Person, the Indemnifying Party shall not be liable to such Indemnified Person for expenses incurred by such Indemnified Person in connection with the defense thereof (other than reasonable costs of investigation) unless (w) such Indemnified Person shall have employed separate counsel (in addition to any local counsel) in connection with the assertion of legal defenses in accordance with the proviso to the immediately preceding sentence (it being understood, however, that the Indemnifying Party shall not be liable for the expenses of more than one separate counsel representing the Indemnified Persons who are parties to such Indemnified Claims (in addition to one local counsel in each jurisdiction in which local counsel is required) and that all such expenses shall be reimbursed as they occur), (x) the Indemnifying Party shall not have employed counsel reasonably acceptable to such Indemnified Person to represent such Indemnified Person within a reasonable time after notice of commencement of the Indemnified Claims, (y) the Indemnifying Party shall have failed or is failing to defend such claim, and is provided written notice of such failure by the Indemnified Person and such failure is not reasonably cured within fifteen (15) Business Days of receipt of such notice, or (z) the Indemnifying Party shall have authorized in writing the employment of counsel for such Indemnified Person.

claims to be converted or proposed to be converted to New Common Stock) contemplated by this Agreement bears to (b) the Commitment Premium and any Termination Payment paid or proposed to be paid to the Investors.  The Indemnifying Parties also agree that no Indemnified Person shall have any liability based on their comparative or contributory negligence or otherwise to the Indemnifying Parties, any Person asserting claims on behalf of or in right of any of the Indemnifying Parties, or any other Person in connection with an Indemnified Claim.

after the Confirmation Order was entered and before such Confirmation Order was stayed, but in no event less than five (5) Business Days following the date that such stay is vacated; and provided, further, that if (1) the Company determines,  that additional time prior to December 31, 2014 and prior to the Effective Date as a result of the matters described in Section 7.24 is required to file the SEC Reports or prepare additional restatements of the Company’s financial statements contained in the Company SEC Documents to satisfy Section 8.1(z)(v), and provides notice to the Investors of the same prior to December 6, 2014 and (2) all conditions to the Investors’ obligations in Section 8.1 have been satisfied as of 11:59 p.m. (Central time) on December 31, 2014 except for Section 8.1(z)(v), the Outside Date shall be extended to the earlier of (A) the first day that any conditions in Section 8.1 (other than Section 8.1(z)(v)) are not satisfied or (B) 11:59 p.m. (Central time) on February 28, 2015.

agreements contained in this Agreement or any such representation or warranty shall have become inaccurate and such breach, failure to perform or inaccuracy would, individually or in the aggregate, cause a condition set forth in Sections 8.1(m), 8.1(n) or 8.1(p) not to be satisfied, and (B) such breach, failure to perform or inaccuracy has not been cured or is incapable of being cured by the third (3rd) Business Day after receipt of written notice thereof by the Ad Hoc Counsel;

Transaction under clause (b) of the definition of Superior Transaction set forth in Article I of this Agreement, then the Debtors shall pay the Termination Payment (to the extent not previously paid) on the date of consummation of such Alternate Transaction.

intended to and does not confer upon any Person other than the Parties any rights or remedies under this Agreement.

PROCEEDING BROUGHT TO RESOLVE ANY DISPUTE AMONG THE PARTIES UNDER THIS AGREEMENT, WHETHER SOUNDING IN CONTRACT, TORT OR OTHERWISE.

Investor may have conducted with respect to the Company or any of its Affiliates or Subsidiaries or any of their respective securities and (d) each Investor acknowledges that no other Investor is acting as a placement agent, initial purchaser, underwriter, broker or finder.