SELLERS SIDE LETTER AGREEMENT
This SELLERS SIDE LETTER AGREEMENT (this Agreement), dated as of January 10, 2020 (the Effective Date), is executed by and between SAExploration, Inc., a Delaware corporation (SAE), and ALASKAN Seismic Ventures, LLC, an Alaskan limited liability company (ASV and, together with SAE, the Sellers).
(1) Sellers and TGS-NOPEC Geophysical Company ASA, a public limited company registered in Norway (Purchaser), have entered into that certain Asset Purchase Agreement for the Aklaq and Kuukpik Surveys of even date herewith (the Purchase Agreement), pursuant to which Purchaser is purchasing certain assets from Sellers for the consideration set forth in the Purchase Agreement. Capitalized terms used herein and not otherwise defined herein shall have the meanings ascribed to such terms in the Purchase Agreement.
(2) Sellers desire to enter into this Agreement to provide certain agreements with respect to matters related to (i) the proceeds received pursuant to the Purchase Agreement, (ii) contribution and indemnity as among Sellers to cover Sellers post-Closing indemnification obligations under the Purchase Agreement, and (iii) certain Alaska tax credits.
NOW, THEREFORE, in consideration of the premises and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Sellers agree as follows:
1. Indemnification Obligations. Any indemnification obligations of Sellers under the terms of the Purchase Agreement shall be borne either (A) individually, by the Seller whose breach resulted in the indemnification obligation under the terms of the Purchase Agreement with respect to claims resulting from the breach of a representation, warranty or covenant contained in the Purchase Agreement (a Breach Liability Obligation), or (B) otherwise, severally by Sellers in accordance with the percentages set forth on Exhibit A attached hereto (Pro Rata Share).
2. Contribution. If any Seller (the Paying Seller) makes any payment (including by way of a set-off against other amounts payable to the Paying Seller) (each a Seller Payment) in respect of the indemnification obligations of Sellers pursuant to the Purchase Agreement, with respect to any obligation for which (A) the other Seller is liable in accordance with its Breach Liability Obligation, or (B) Sellers are each liable in accordance with their Pro Rata Share in an amount in excess of such Sellers Pro Rata Share, then the Paying Seller shall have the rights of contribution set forth below against the other Seller.
(a) Reimbursement of Paying Seller. With respect to each Seller Payment, the Seller (the Reimbursing Seller) other than the Paying Seller making such Seller Payment will be responsible for paying the Paying Seller an amount equal to (i) the full amount of the Seller Payment, in the case of a Breach Liability Obligation, and (ii) otherwise, the Seller Payment multiplied by such Reimbursing Sellers Pro Rata Share (with respect to each Seller,