Exhibit 10.1

SECURED PROMISSORY NOTE

For value received, the undersigned, SAEXPLORATION, INC., a Delaware corporation located at 1160 Dairy Ashford Rd., Suite 160, Houston, Texas 77079 (the “Maker”), promises to pay to the order of GTC, INC. (together with its successors and assigns and subsequent holders of this Note, “Payee”) the principal sum of NINE MILLION NINE HUNDRED SEVENTY THREE THOUSAND SEVEN HUNDRED THIRTY DOLLARS ($9,973,730.00), resulting from the purchase of a 30,000 single channel GCL system and certain equipment related thereto, together with interest thereon at the Note Rate (as defined in Section 1.2 herein), and otherwise in strict accordance with the terms and provisions hereof.

ARTICLE I – PAYMENT TERMS

1.1 Payment of Principal and Interest. Maker agrees to make equal consecutive monthly payments of principal and interest on this Secured Promissory Note (this “Note”) to Payee of $307,959.83 beginning February 1, 2020 and continuing on the first day (any such date, a “Payment Date”) of each and every calendar month thereafter through January 1, 2023 (the “Maturity Date”); provided, however, that if on any Payment Date the accrued but unpaid interest hereon exceeds the installment amount set forth above, then on such Payment Date there shall be due and payable an additional payment in an amount equal to such excess accrued but unpaid interest. The outstanding principal balance hereof and any and all accrued but unpaid interest hereon shall be finally due and payable in full on the Maturity Date or upon the earlier maturity hereof, whether by acceleration or otherwise. No principal amount repaid may be re-borrowed.

1.2 Note Rate; Default Interest Rate. The outstanding unpaid principal balance of this Note shall bear interest at a rate per annum equal to 7% (the “Note Rate”). Payments due to the Payee under the terms of this Note are reflected on the attached amortization schedule. For so long as any Event of Default (as hereinafter defined) exists under this Note or under any of the other Loan Documents (as hereinafter defined), regardless of whether or not there has been an acceleration of the indebtedness evidenced by this Note, and at all times after the maturity of the indebtedness evidenced by this Note (whether by acceleration or otherwise), and in addition to all other rights and remedies of Payee hereunder, interest shall accrue on the outstanding principal balance hereof at a per annum rate equal to the lesser of (a) 18% (or 1.5% per month) and (b) the Maximum Rate (as hereinafter defined), and such accrued interest shall be immediately due and payable (the “Default Rate”). Maker acknowledges that it would be extremely difficult or impracticable to determine Payee’s actual damages resulting from any late payment or Event of Default, and such accrued interest is a reasonable estimate of those damages and do not constitute a penalty.

1.3 Application. Except as expressly provided herein to the contrary, all payments on this Note shall be applied in the following order of priority: (a) the payment or reimbursement of any expenses, costs or obligations (other than the outstanding principal balance hereof and interest hereon) for which either Maker shall be obligated or Payee shall be entitled pursuant to the provisions of this Note, the Purchase Money Security Agreement, dated as of the date hereof between Maker and Payee (the “Security Agreement”), or any other agreement, document and instrument now or hereafter governing, securing or guaranteeing any portion of the indebtedness evidenced by this Note or executed by Maker or any guarantor or other person or entity in favor of Payee or any affiliate thereof in connection with the payment, performance or discharge of the indebtedness evidenced hereby, together with any and all renewals, modifications, amendments, restatements, extensions and supplements hereof or thereof (collectively, the “Loan Documents”), (b) the payment of accrued but unpaid interest hereon, and (c) the payment of all or any portion of the principal balance hereof then outstanding hereunder, in the direct order of maturity. If an Event of Default exists under this Note or under any of the other Loan Documents, then Payee may, at the sole option of Payee, apply any such payments, at any time and from time to time, to any of the items specified in clauses (a), (b) or (c) above without regard to the order of priority otherwise specified in this Section 1.3 and any application to the outstanding principal balance hereof may be made in either direct or inverse order of maturity.

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1.4 Payments. All payments under this Note made to Payee shall be made in immediately available funds at 7007 Pinemont Drive, Houston, Texas, 77040 (or at such other place as Payee, in Payee’s sole discretion, may have established by delivery of written notice thereof to Maker from time to time), without offset, in lawful money of the United States of America. Payments by check or draft shall not constitute payment in immediately available funds until the required amount is actually received by Payee in full. Payments in immediately available funds received by Payee in the place designated for payment on a Business Day (as hereinafter defined) prior to 2:00 p.m. Houston, Texas time at said place of payment shall be credited prior to the close of business on the Business Day received, while payments received by Payee on a day other than a Business Day or after 2:00 p.m. Houston, Texas time on a Business Day shall not be credited until the next succeeding Business Day. If any payment of principal or interest on this Note shall become due and payable on a day other than a Business Day, such payment shall be made on the next succeeding Business Day. Any such extension of time for payment shall be included in computing interest which has accrued and shall be payable in connection with such payment. “Business Day” shall mean a day other than a Saturday, Sunday or a day on which commercial banks in the State of Texas are authorized to be closed, or are in fact closed.

1.5 Computation Period. Interest on the indebtedness evidenced by this Note shall be computed on the basis of a three hundred sixty (360) day year consisting of twelve 30-day months and shall accrue based on the actual number of days elapsed for any whole or partial month in which interest is being calculated. In computing the number of days during which interest accrues, the day on which assets are delivered shall be included regardless of the time of day such delivery is made, and the day on which funds are repaid shall be included unless repayment is credited prior to the close of business on the Business Day received as provided in Section 1.4 hereof.

1.6 Prepayment. The Maker shall have the right and privilege at any time and from time to time of prepaying all or any part of this Note without premium or penalty; provided, however, that such prepayment shall also include any and all accrued but unpaid interest on the amount of principal being so prepaid through and including the date of prepayment, plus any other sums which have become due to Payee under the other Loan Documents on or before the date of prepayment, but which have not been fully paid. Any partial prepayments of principal shall be applied in inverse order of maturity to the last maturing installment(s) of principal under this Note.

1.7 Unconditional Payment. Maker is and shall be obligated to pay all principal, interest and any and all other amounts which become payable under this Note or under any of the other Loan Documents absolutely and unconditionally and without any abatement, postponement, diminution or deduction whatsoever and without any reduction for counterclaim or setoff whatsoever. If at any time any payment received by Payee hereunder shall be deemed by a court of competent jurisdiction to have been a voidable preference or fraudulent conveyance under any Debtor Relief Law (as hereinafter defined) , then the obligation to make such payment shall survive any cancellation or satisfaction of this Note or return thereof to Maker and shall not be discharged or satisfied with any prior payment thereof or cancellation of this Note, but shall remain a valid and binding obligation enforceable in accordance with the terms and provisions hereof, and such payment shall be immediately due and payable upon demand. “Debtor Relief Law” means the United States Bankruptcy Code, as now or hereafter in effect, or any other present or future applicable law relating to insolvency, bankruptcy, liquidation, conservatorship, reorganization, extension or adjustment of debts, or similar laws affecting the rights of creditors.

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1.8 Partial or Incomplete Payments. Remittances in payment of any part of this Note other than in the required amount in immediately available funds at the place where this Note is payable shall not, regardless of any receipt or credit issued therefor, constitute payment until the required amount is actually received by Payee in full in accordance herewith and shall be made and accepted subject to the condition that any check or draft may be handled for collection in accordance with the practice of the collecting bank or banks. Acceptance by Payee of any payment in an amount less than the full amount then due shall be deemed an acceptance on account only, and the failure to pay the entire amount then due shall be and continue to be an Event of Default in the payment of this Note.

ARTICLE II – EVENT OF DEFAULT AND REMEDIES

2.1 Event of Default. The occurrence or happening, at any time and from time to time, of any one or more of the following shall immediately constitute an “Event of Default” under this Note:

(a) Maker shall fail, refuse or neglect to pay and satisfy, in full and in the applicable method and manner required, any required payment of principal or interest or any other portion of the indebtedness evidenced by this Note as and when the same shall become due and payable, whether at the stipulated due date thereof, at a date fixed for payment, or at maturity, by acceleration or otherwise; or

(b) The occurrence of any default, breach or event of default under any of the Loan Documents; or

(c) Any representation or warranty contained herein or in any other Loan Document delivered or furnished by Borrower in connection therewith is or proves to have been false, misleading, erroneous or breached in any material respect on the date it was made or deemed to have been made; or

(d) Maker (i) shall execute an assignment for the benefit of creditors or an admission in writing by Maker of Maker’s inability to pay, or Maker’s failure to pay, debts generally as the debts become due; (ii) shall allow the levy against the Collateral (as defined in the Security Agreement) or any part thereof, of any execution, attachment, sequestration or other writ; (iii) shall allow the appointment of a receiver, trustee or custodian of Maker or of the Collateral or any part thereof; (iv) files as a debtor a petition, case, proceeding or other action pursuant to, or voluntarily seeks the benefit or benefits of, any Debtor Relief Law, or takes any action in furtherance thereof; (v) files either a petition, complaint, answer or other instrument which seeks to effect a suspension of, or which has the effect of suspending any of, the rights or powers of Payee granted in this Note or in any of the other Loan Documents; or (vi) allows the filing of a petition, case, proceeding or other action against Maker as a debtor under any Debtor Relief Law or seeks appointment of a receiver, trustee, custodian or liquidator of Maker or of the Collateral, or any part thereof, or of any significant portion of Maker’s other property and (A) Maker admits, acquiesces in or fails to contest diligently the material allegations thereof, (B) the petition, case, proceeding or other action results in the entry of an order for relief or order granting the relief sought against Maker, or (C) the petition, case, proceeding or other action is not permanently dismissed or discharged on or before the earlier of trial thereon or thirty (30) days next following the date of filing.

2.2 Remedies. Upon the occurrence of an Event of Default, Payee shall have the immediate right, at the sole discretion of Payee and without notice, demand, presentment, notice of nonpayment or nonperformance, protest, notice of protest, notice of intent to accelerate, notice of acceleration, or any other notice or any other action (ALL OF WHICH MAKER HEREBY EXPRESSLY WAIVES AND RELINQUISHES) (a) to declare the entire unpaid balance of the indebtedness evidenced by this Note (including, without limitation, the outstanding principal balance hereof, including the value of all equipment delivered or accrued hereunder or under any other Loan Document, and all accrued but unpaid interest thereon) at once immediately due and payable (and upon such declaration, the same shall be at once immediately due and payable) and may be collected forthwith, whether or not there has been a prior

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demand for payment and regardless of the stipulated date of maturity, (b) to foreclose any liens and security interests securing payment hereof or thereof (including, without limitation, any liens and security interests covering any portion of the Collateral), and (c) to exercise any of Payee’s other rights, powers, recourses and remedies under this Note, under any other Loan Document, or at law or in equity, and the same (i) shall be cumulative and concurrent, (ii) may be pursued separately, singly, successively, or concurrently against Maker or others obligated for the repayment of this Note or any part hereof, or against any one or more of them, or against the Collateral, at the sole discretion of Payee, (iii) may be exercised as often as occasion therefor shall arise, it being agreed by Maker that the exercise, discontinuance of the exercise of or failure to exercise any of the same shall in no event be construed as a waiver or release thereof or of any other right, remedy, or recourse, and (iv) are intended to be, and shall be, nonexclusive. All rights and remedies of Payee hereunder and under the other Loan Documents shall extend to any period after the initiation of foreclosure proceedings, judicial or otherwise, with respect to the Collateral or any portion thereof. Without limiting the provisions of Section 3.14 hereof, if this Note, or any part hereof, is collected by or through an attorney-at-law, Maker agrees to pay all costs and expenses of collection, including, but not limited to, Payee’s attorneys’ fees, whether or not any legal action shall be instituted to enforce this Note.

ARTICLE III – GENERAL PROVISIONS

3.1 No Waiver; Amendment. No failure to accelerate the indebtedness evidenced by this Note by reason of an Event of Default hereunder, acceptance of a partial or past due payment, or indulgences granted from time to time shall be construed (a) as a novation of this Note or as a reinstatement of the indebtedness evidenced by this Note or as a waiver of such right of acceleration or of the right of Payee thereafter to insist upon strict compliance with the terms of this Note, or (b) to prevent the exercise of such right of acceleration or any other right granted under this Note, under any of the other Loan Documents or by any applicable laws. Maker hereby expressly waives and relinquishes the benefit of any statute or rule of law or equity now provided, or which may hereafter be provided, which would produce a result contrary to or in conflict with the foregoing. The failure to exercise any remedy available to Payee shall not be deemed to be a waiver of any rights or remedies of Payee under this Note or under any of the other Loan Documents, or at law or in equity. No extension of the time for the payment of this Note or any installment due hereunder, made by agreement with any person now or hereafter liable for the payment of this Note, shall operate to release, discharge, modify, change or affect the original liability of Maker under this Note, either in whole or in part, unless Payee specifically, unequivocally and expressly agrees otherwise in writing. This Note may not be changed orally, but only by an agreement in writing signed by the party against whom enforcement of any waiver, change, or modification is sought.

3.2 WAIVERS. MAKER AND ANY SURETIES, ENDORSERS AND GUARANTORS HEREOF SEVERALLY WAIVE AND RELINQUISH PRESENTMENT FOR PAYMENT, DEMAND, NOTICE OF NONPAYMENT OR NONPERFORMANCE, PROTEST, NOTICE OF PROTEST, NOTICE OF INTENT TO ACCELERATE, NOTICE OF ACCELERATION OR ANY OTHER NOTICES OR ANY OTHER ACTION, INCLUDING FILING OF SUIT AND DILIGENCE IN COLLECTING THIS NOTE OR ENFORCING ANY OF THE SECURITY HEREFOR, AND AGREE TO ANY SUBSTITUTION, EXCHANGE OR RELEASE OF ANY SUCH SECURITY OR THE RELEASE OF ANY PARTY PRIMARILY OR SECONDARILY LIABLE HEREON, AND FURTHER AGREE THAT IT WILL NOT BE NECESSARY FOR ANY HOLDER HEREOF, IN ORDER TO ENFORCE PAYMENT OF THIS NOTE BY THEM, TO FIRST INSTITUTE SUIT OR EXHAUST ITS REMEDIES AGAINST ANY SECURITY HEREFOR, AND CONSENT TO ANY ONE OR MORE EXTENSIONS OR POSTPONEMENTS OF TIME OF PAYMENT OF THIS NOTE ON ANY TERMS OR ANY OTHER INDULGENCES WITH RESPECT THERETO, WITHOUT NOTICE THEREOF TO ANY OF THEM. MAKER AND ANY SURETIES, ENDORSERS AND GUARANTORS HEREOF SEVERALLY WAIVE AND RELINQUISH, TO THE FULLEST EXTENT PERMITTED BY LAW, ALL RIGHTS TO

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THE BENEFITS OF ANY MORATORIUM, REINSTATEMENT, MARSHALING, FORBEARANCE, VALUATION, STAY, EXTENSION, REDEMPTION AND APPRAISEMENT NOW OR HEREAFTER PROVIDED BY THE CONSTITUTION AND LAWS OF THE UNITED STATES OF AMERICA AND OF EACH STATE THEREOF, BOTH AS TO ITSELF AND IN AND TO ALL OF ITS PROPERTY, REAL AND PERSONAL, AGAINST THE ENFORCEMENT AND COLLECTION OF THE OBLIGATIONS EVIDENCED BY THIS NOTE OR BY THE OTHER LOAN DOCUMENTS.

3.3 Interest Provisions. It is the intent of Payee and the Maker in the execution and performance of this Note to remain in strict compliance with laws applicable to the State of Texas from time to time in effect (“Applicable Law”). In furtherance thereof, Payee and the Maker stipulate and agree that none of the terms and provisions contained in this Note or any document securing or otherwise relating to the Note, shall ever be construed to create a contract to pay for the use, forbearance or detention of money with interest at a rate or in an amount in excess of the maximum rate allowed by law (“Maximum Rate”). For purposes of this Note “interest” shall include the aggregate of all charges which constitute interest under Applicable Law that are contracted for, charged, reserved, received or paid under this Note. The Maker shall never be required to pay unearned interest and shall never be required to pay interest at a rate or in an amount in excess of 18%, and the provisions of this paragraph shall control over all other provisions of this Note and of any other instrument pertaining to or securing this Note, which may be in apparent conflict herewith. If this Note is prepaid or the maturity of this Note is accelerated for any reason, or if under any other contingency the effective rate or amount of interest which would otherwise be payable under this Note would exceed 18%, or in the event Payee or any holder of this Note shall charge, contract for, take, reserve or receive monies that are deemed to constitute interest which would, in the absence of this provision, increase the effective rate or amount of interest payable under this Note to a rate or amount in excess of that permitted to be charged, contracted for, taken, reserved or received under Applicable Law then in effect, then the principal amount of this Note or the amount of interest which would otherwise be payable under this Note or both shall be reduced to the amount allowed under Applicable Law as now or hereinafter construed by the courts having jurisdiction, and all such moneys so charged, contracted for, taken, reserved or received that are deemed to constitute interest in excess of 18% shall immediately be returned to or credited to the account of the Maker upon such determination. Payee and the Maker further stipulate and agree that, without limitation of the foregoing, all calculations of the rate or amount of interest contracted for, charged, taken, reserved or received under this Note which are made for the purpose of determining whether such rate or amount exceeds the maximum lawful rate or amount, shall be made, to the extent permitted by Applicable Law, by amortizing, prorating, allocating and spreading during the period of the full stated term of this Note, all interest at any time contracted for, charged, taken, reserved or received from the Maker or otherwise by Payee or the holders of this Note.

3.4 Further Assurances and Corrections. From time to time, at the request of Payee, Maker will (a) promptly correct any defect, error or omission which may be discovered in the contents of this Note or in any other Loan Document or in the execution or acknowledgment thereof; (b) execute, acknowledge, deliver, record and/or file (or cause to be executed, acknowledged, delivered, recorded and/or filed) such further documents and instruments (including, without limitation, further security agreements, financing statements and continuation statements) and perform such further acts and provide such further assurances as may be necessary, desirable, or proper, in Payee’s opinion, (i) to carry out more effectively the purposes of this Note and the Loan Documents and the transactions contemplated hereunder and thereunder, (ii) to confirm the rights created under this Note and the other Loan Documents, (iii) to protect and further the validity, priority and enforceability of this Note and the other Loan Documents and the liens and security interests created thereby, and (iv) to subject to the Loan Documents any property of Maker intended by the terms of any one or more of the Loan Documents to be encumbered by the Loan Documents; and (c) pay all costs in connection with any of the foregoing.

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3.5 WAIVER OF JURY TRIAL. MAKER, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, HEREBY KNOWINGLY, INTENTIONALLY, IRREVOCABLY, UNCONDITIONALLY AND VOLUNTARILY, WITH AND UPON THE ADVICE OF COMPETENT COUNSEL, WAIVES, RELINQUISHES AND FOREVER FORGOES THE RIGHT TO A TRIAL BY JURY IN ANY ACTION OR PROCEEDING BASED UPON, ARISING OUT OF, OR IN ANY WAY RELATING TO THIS NOTE OR ANY CONDUCT, ACT OR OMISSION OF PAYEE OR MAKER, OR ANY OF THEIR DIRECTORS, OFFICERS, PARTNERS, MEMBERS, EMPLOYEES, AGENTS OR ATTORNEYS, OR ANY OTHER PERSONS AFFILIATED WITH PAYEE OR MAKER, IN EACH OF THE FOREGOING CASES, WHETHER SOUNDING IN CONTRACT, TORT OR OTHERWISE.

3.6 Governing Law; Submission to Jurisdiction. This Note shall be governed by and construed in accordance with the laws of the State of Texas, without regard to principles of conflicts of laws. Maker, for itself and its successors and assigns, hereby irrevocably (a) submits to the exclusive jurisdiction of the state and federal courts in Texas, (b) waives, to the fullest extent permitted by law, any objection that it may now or in the future have to the laying of venue of any litigation arising out of or in connection with this Note or any Loan Document brought in Harris County, Texas, (c) waives any objection it may now or hereafter have as to the venue of any such action or proceeding brought in such court or that such court is an inconvenient forum, and (d) agrees that any legal proceeding against any party to any of the Loan Documents arising out of or in connection with any of the Loan Documents may be brought in one of the foregoing courts. Maker hereby agrees that service of process upon Maker may be made by certified or registered mail, return receipt requested, at its address specified herein. Nothing herein shall affect the right of Payee to serve process in any other manner permitted by law or shall limit the right of Payee to bring any action or proceeding against Maker or with respect to any of Maker’s property in courts in other jurisdictions. The scope of each of the foregoing waivers is intended to be all encompassing of any and all disputes that may be filed in any court and that relate to the subject matter of this transaction, including, without limitation, contract claims, tort claims, breach of duty claims, and all other common law and statutory claims. Maker acknowledges that these waivers are a material inducement to Payee’s agreement to enter into the agreements and obligations evidenced by the Loan Documents, that Payee has already relied on these waivers and will continue to rely on each of these waivers in related future dealings. The waivers in this Section 3.6 are irrevocable, may not be modified either orally or in writing, and apply to any future renewals, extensions, amendments, modifications, or replacements in respect of any and all of the applicable Loan Documents. In connection with any litigation, this Note may be filed as a written consent to a trial by the court.

3.7 Relationship of the Parties. Notwithstanding any prior business or personal relationship between Maker and Payee, or any officer, director or employee of Payee, that may exist or have existed, the relationship between Maker and Payee is solely that of debtor and creditor, Payee has no fiduciary or other special relationship with Maker, Maker and Payee are not partners or joint venturers, and no term or condition of any of the Loan Documents shall be construed so as to deem the relationship between Maker and Payee to be other than that of debtor and creditor.

3.8 Payee’s Discretion. Whenever pursuant to this Note, Payee exercises any right given to it to approve or disapprove, or any arrangement or term is to be satisfactory to Payee, the decision of Payee to approve or disapprove or to decide whether arrangements or terms are satisfactory or not satisfactory shall be (except as is otherwise specifically and expressly provided herein to the contrary) in the sole discretion of Payee and shall be final and conclusive.

3.9 Successors and Assigns. The terms and provisions hereof shall be binding upon and inure to the benefit of Maker and Payee and their respective heirs, executors, legal representatives, successors, successors-in-title and assigns, whether by voluntary action of the parties, by operation of law or otherwise, and all other persons claiming by, through or under them. The terms “Maker” and “Payee” as used hereunder shall be deemed to include their respective heirs, executors, legal representatives, successors, successors-in-title and assigns, whether by voluntary action of the parties, by operation of law or otherwise, and all other persons claiming by, through or under them.

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3.10 Time is of the Essence. Time is of the essence with respect to all provisions of this Note and the other Loan Documents.

3.11 Headings. The Article and Section headings hereof are inserted for convenience of reference only and shall in no way alter, modify, define, limit, amplify or be used in construing the text, scope or intent of such Articles or Sections or any provisions hereof.

3.12 Notices. All notices or other communications required or permitted to be given pursuant to this Note shall be in writing and shall be considered as properly given if (a) mailed by first class United States mail, postage prepaid, registered or certified with return receipt requested, (b) by delivering same in person to the intended addressee or (c) by delivery to a reputable independent third party commercial delivery service for same day or next day delivery and providing for evidence of receipt at the office of the intended addressee. Notice so mailed shall be effective upon its deposit with the United States Postal Service or any successor thereto; notice sent by such a commercial delivery service shall be effective upon delivery to such commercial delivery service; notice given by personal delivery shall be effective only if and when received by the addressee; and notice given by other means shall be effective only if and when received at the office or designated place or machine of the intended addressee. For purposes of notice, the addresses of the parties shall be as set forth herein; provided, however, that either party shall have the right to change its address for notice hereunder to any other location within the continental United States by the giving of five (5) days’ prior notice to the other party in the manner set forth herein.

3.13 Severability. If any provision of this Note or the application thereof to any person or circumstance shall, for any reason and to any extent, be invalid or unenforceable, then neither the remainder of this Note nor the application of such provision to other persons or circumstances nor the other instruments referred to herein shall be affected thereby, but rather shall be enforced to the greatest extent permitted by applicable law.

3.14 Costs of Collection. If any holder of this Note retains an attorney-at-law (whether or not legal proceedings are commenced) in connection with any Event of Default or at maturity or to collect, enforce, or defend this Note or any part hereof, or any other Loan Document, including in connection with any lawsuit or in any probate, reorganization, bankruptcy or other proceeding, then Maker agrees to pay to each such holder, in addition to the principal balance hereof and all interest hereon, all costs and expenses of collection or incurred by such holder or in any such suit or proceeding, including, but not limited to, reasonable attorneys’ fees.

3.15 Statement of Unpaid Balance. At any time and from time to time, Maker will furnish promptly, upon the request of Payee, a written statement or affidavit, in form satisfactory to Payee, stating the unpaid balance of the indebtedness evidenced by this Note and that there are no offsets or defenses against full payment of the indebtedness evidenced by this Note and the terms hereof, or if there are any such offsets or defenses, specifying them.

3.16 Security. This Note is secured by the Security Agreement covering certain collateral as more particularly described therein. The holder of this Note is entitled to the benefits and security provided in the Loan Documents.

3.17 ENTIRE AGREEMENT. THIS NOTE AND THE OTHER LOAN DOCUMENTS CONTAIN THE FINAL, ENTIRE AGREEMENT BETWEEN THE PARTIES HERETO RELATING TO THE SUBJECT MATTER HEREOF AND THEREOF AND ALL PRIOR AGREEMENTS, WHETHER WRITTEN OR ORAL, RELATIVE HERETO AND THERETO WHICH ARE NOT CONTAINED HEREIN OR THEREIN ARE SUPERSEDED AND TERMINATED HEREBY, AND THIS NOTE AND THE OTHER LOAN DOCUMENTS MAY NOT BE CONTRADICTED OR VARIED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS OR DISCUSSIONS OF THE PARTIES HERETO. THERE ARE NO UNWRITTEN ORAL AGREEMENTS AMONG THE PARTIES HERETO.

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IN WITNESS WHEREOF, Maker, intending to be legally bound hereby, has duly executed this Note as of the day and year first written above.

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Exhibit 10.2

PURCHASE MONEY SECURITY AGREEMENT

This PURCHASE MONEY SECURITY AGREEMENT (this “Agreement”) is dated as of November 18, 2019, by and between SAEXPLORATION, INC., a Delaware corporation (the “Company”), having an office at 1160 Dairy Ashford Rd., Suite 160, Houston, Texas 77079, and GTC, INC., a Texas corporation (together with its successors and assigns and subsequent holders of the Secured Indebtedness, the “Secured Creditor”), having its office at 7007 Pinemont Drive, Houston, Texas 77040.

WHEREAS the Company has issued to the Secured Creditor a Secured Promissory Note dated of even date herewith (the “Note”) made in connection with the purchase by the Company of the Collateral described herein;

NOW, THEREFORE, in consideration of the premises, and for other good and valuable consideration, the receipt and adequacy of which is hereby acknowledged, and intending to be legally bound hereby, the parties hereto agree as follows:

1. Grant of Security Interest. The Company grants to the Secured Creditor, and agrees that the Secured Creditor shall have, a lien on and security interest in all of the Company’s right, title and interest in and to the following:

All of the foregoing being referred to herein as the “Collateral.” The terms “equipment” and “proceeds” as used in this Agreement shall have the meanings specified from time to time in the Uniform Commercial Code as in effect in the State of Texas (the “UCC”).

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2. Obligations Secured. The Collateral secures the payment in full, when due, of any and all principal, interest, expenses, fees and other sums payable by the Company to the Secured Creditor under the Note and this Agreement and all costs and expenses incurred in connection with enforcement and collection thereof, including the fees, charges and disbursements of outside counsel for the Secured Creditor (the “Secured Indebtedness”).

3. Representations and Warranties. The Company represents and warrants to the Secured Creditor that:

So long as any Secured Indebtedness remains unpaid, the Company shall be deemed to represent and warrant continuously to the Secured Creditor all of the representations and warranties set forth in this Section 3.

4. Maintenance of Collateral and Title. The Company represents, warrants and covenants to and with the Secured Creditor that it has and will maintain absolute and exclusive title to each and every item of the Collateral, free and clear of all liens, claims, security interests and other encumbrances (except security interests in favor of the Secured Creditor). The Company will warrant and defend unto the Secured Creditor and its successors and assigns title to all of the Collateral purported to be owned by it, at the Company’s expense, against the claims and demands of all persons whomsoever. The Company shall pay any and all taxes, assessments and other public accounts and charges of every kind and nature that may be levied upon or assessed against any part of the Collateral. The Company shall not permit any liens, claims, security interests or other encumbrances (except only security interests in favor of the Secured Creditor) to attach to any part of the Collateral, nor permit any part of the Collateral to be levied upon under any legal process. The Company shall not sell, exchange, transfer, assign, lease or otherwise dispose of the Collateral or any interest therein, nor permit any Collateral to become a fixture to real property or an accession to other personal property. Except in the ordinary course of business consistent with past practice, the Company shall not do or permit to be done anything which might impair the value of any item of the Collateral owned by them or the security intended to be afforded hereby.

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5. Inspection. The Secured Creditor (by any of its officers, employees or agents) shall have the right at any time or times to inspect all files relating to the Collateral, to discuss the Company’s affairs and finances, insofar as the same are reasonably related to the rights of the Secured Creditor hereunder, with any person to verify the amount, quantity, value and condition of, or any other matter relating to, any of the Collateral and, in this connection, to review, audit and make extracts from all records and files related to any of the Collateral.

6. Change in Name or Chief Executive Office. The Company shall notify the Secured Creditor in writing 30 days prior to any change in its name, structure, the location of its chief executive office or its jurisdiction of organization.

7. Rights and Remedies upon Default. (a) Upon the occurrence and during the continuation of any Event of Default (as defined in the Note) or any material default by the Company of any of the provisions hereof or breach of any representation or warranty of the Company contained herein, the Secured Creditor shall have, in addition to all other rights and remedies provided by law, all of the rights and remedies of a secured creditor under the UCC. The Secured Creditor shall have the specific right to demand that the Company return the Collateral, at the Company’s expense, to the Secured Creditor within ten days of notice of any such Event of Default or breach so that the Secured Creditor may exercise its rights as a secured creditor.

(b) In the event that the proceeds of any sale, collection or realization are insufficient to pay all amounts to which the Secured Creditor is legally entitled, the Company shall be liable for the deficiency, together with interest thereon at the Default Rate (as defined in the Note), together with the costs of collection and the fees, charges and disbursements of counsel to the extent required to be paid in accordance with the Note. Any surplus remaining after the full payment and satisfaction of the Secured Indebtedness shall be returned, in a reasonably prompt fashion, to the Company or to whomsoever a court of competent jurisdiction shall determine to be entitled thereto.

(c) Failure by the Secured Creditor or the holders of the Secured Indebtedness to exercise any right, remedy or option under this Agreement, any other Loan Document (as defined in the Note), any other document relating to the Secured Indebtedness, or as provided by applicable law, or any delay by the Secured Creditor or the holders of the Secured Indebtedness in exercising the same, shall not operate as a waiver of any such right, remedy or option. No waiver hereunder shall be effective unless it is in writing, signed by the party against whom such waiver is sought to be enforced and then only to the extent specifically stated. To the extent permitted by applicable law, neither the Secured Creditor nor any of its agents shall be liable hereunder for any acts or omissions or for any error of judgment or mistake of fact or law other than their gross negligence or willful misconduct hereunder. The rights and remedies of the Secured Creditor under this Agreement shall be cumulative and not exclusive of any other right or remedy which the Secured Creditor may have.

8. Waivers and Other Agreements. The Company, to the extent of its interest in the Collateral, hereby waives and releases any and all right to require the Secured Creditor to collect any of the Secured Indebtedness from any specific item or items of the Collateral under any theory of marshaling of assets or otherwise, and the Company specifically authorizes the Secured Creditor to apply any item or items of the Collateral in which it may have any interest against the Secured Indebtedness in the manner specified in the Note.

Page 3 of 5

9. Further Assurances. With respect to the Collateral, the Company agrees to do, file, record, make, execute and deliver all such acts, deeds, things, notices and instruments as may be reasonable or desirable in the opinion of the Secured Creditor in order to vest more fully in and assure to the Secured Creditor the liens on and security interests in the Collateral created hereby or intended so to be and the enforcement and realization of the benefits of, all of the rights, remedies and powers of the Secured Creditor hereunder relating to the Collateral. The Secured Creditor shall not have any obligation to take any steps, and the Company shall in each case duly take all steps, necessary to perfect and otherwise preserve against all other parties the rights of the Company and those of the Secured Creditor in the Collateral and each and every item thereof. The Company hereby authorizes the Secured Creditor to prepare and file any financing or continuation statements, or amendments thereof, or termination statements to be filed in any jurisdiction to give notice of this Agreement and the interest created hereby.

10. Transfer of Interest. Any or all of the rights, benefits and advantages of the Secured Creditor under this Agreement, and the right to receive payment of the principal of and premium, if any, and interest on the Note as and when due and payable by the Company may be assigned by the Secured Creditor and reassigned by any assignee at any time and from time to time.

11. Expenses. The Company shall pay all costs of filing of any financing, continuation or termination statements or security agreements with respect to the Collateral deemed by the Secured Creditor to be necessary or advisable in order to perfect and protect the liens and security interests hereby created in favor of the Secured Creditor or intended so to be. The Company agrees that the Collateral secures, and further agrees to pay on demand, all expenses (including but not limited to reasonable attorneys’ fees and other costs for legal services, costs of insurance and payments of taxes or other charges) of or incidental to the custody, care, sale or collection of or realization on any of the Collateral or relating to the enforcement or protection of the rights of the Secured Creditor hereunder.

12. Severability. The invalidity or unenforceability of any provision hereof shall in no way the validity or enforceability of any other provision.

13. Governing Law. This Agreement shall be governed by, and construed and enforced in accordance with, the laws of the State of Texas applicable to contracts made and performed wholly within Texas by Texas residents.

14. Headings. Headings in this Agreement are included herein for of reference only and shall not constitute a part of this Agreement for any other purpose.

15. Counterparts. This Agreement may be executed in any number of counterparts, all of whom together shall constitute one and the same instrument, and either of the parties hereto may execute this by signing any such counterpart.

16. Binding Effect. This Agreement shall be binding upon and inure to the benefit of the parties and their respective successors and assigns.

17. Notice. All notices or other communications required or permitted hereunder shall be made in writing and shall be deemed to have been duly given if delivered by hand or mailed, postage prepaid, by certified or registered mail, return receipt requested, and addressed:

If to:

Company:

Page 4 of 5

Attn:                                 

1160 Dairy Ashford Rd.,

Suite 160

Houston, Texas 77079

and;

Secured Creditor:

Attn: Chief Financial Officer

Geospace Technologies Corporation

7007 Pinemont Drive

Houston, Texas 77040

A notice of change of address shall be effective only when done in accordance with this section.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their proper corporate officers thereunto duly authorized as of the day and year first above written.

Page 5 of 5

Exhibit 10.3

Execution Version

AMENDMENT NO. 3 TO THIRD AMENDED AND RESTATED

CREDIT AND SECURITY AGREEMENT

This AMENDMENT NO. 3 TO THIRD AMENDED AND RESTATED CREDIT AND SECURITY AGREEMENT (this “Amendment”) dated as of November 18, 2019, is entered into among SAExploration, Inc., a Delaware corporation (the “Borrower”), the Guarantors party hereto, and the Lenders party hereto, and amends that certain Third Amended and Restated Credit and Security Agreement dated as of September 26, 2018, entered into among the Borrower, the Guarantors party thereto, the Lenders party thereto, and Cantor Fitzgerald Securities, as administrative agent and collateral agent for the Lenders (in such capacities, the “Agent”) (as amended, modified, supplemented and in effect on the date hereof, the “Agreement”). Capitalized terms used herein and not otherwise defined herein shall have the meanings ascribed to them in the Agreement.

W I T N E S S E T H:

WHEREAS, the Borrower has requested that the Lenders amend the Agreement in accordance with Section 15.1 of the Agreement as provided herein;

WHEREAS, the Lenders party hereto constituting the “Required Lenders” have agreed to consent to amend the Agreement subject to the terms and conditions hereof.

NOW, THEREFORE, to comply with the provisions of the Agreement and in consideration of the above premises, the parties covenant and agree as follows:

1. Amendment. The following defined term in Schedule 1.1a to the Agreement is hereby amended and restated as follows:

“Permitted Purchase Money Indebtedness” means, as of any date of determination, (i) Purchase Money Indebtedness of Borrower, in an aggregate principal amount outstanding at any one time not in excess of $$9,973,760.00 (less any principal repayments made in respect thereof), evidenced by that certain Secured Promissory Note, dated on or about November 18, 2019, by Borrower and made payable to GTC, Inc. (together with its successors and assigns and subsequent holders), entered into in connection with the purchase by Borrower of a 30,000 single channel GCL system and related equipment, and (ii) other Purchase Money Indebtedness incurred after the Original Closing Date in an aggregate principal amount outstanding at any one time not in excess of $1,000,000.

2. Conditions Precedent. This Amendment shall become effective immediately on the date (the “Amendment No. 3 Effective Date”) on which each of the following has occurred:

a) the Agent and the Lenders party hereto shall have received this Amendment, duly executed by the Borrower, the Guarantors, and Lenders constituting the Required Lenders; and

b) the Loan Parties shall have paid or caused to be paid the reasonable and documented fees and expenses of Paul, Weiss, Rifkind, Wharton & Garrison LLP as counsel to the Lenders party hereto, as invoiced on or before the date hereof.

3. Confirmation of Compliance with Section 15.1 of the Agreement. The Borrower and the Lenders party hereto hereby confirm that all of the actions required to be taken by the Lenders and Borrower pursuant to Section 15.1 of the Agreement have been taken in accordance with the provisions of such Section. The Borrower confirms that entry into this Amendment is permitted under the Agreement, and is not prohibited by the terms of the Intercreditor Agreement and the Junior Documents (as defined in the Intercreditor Agreement).

4. Representations and Warranties. Each of the Loan Parties hereby represents and warrants that the execution and delivery of this Amendment and, after giving effect to the amendments contained herein, the performance by each of them of their respective obligations under the Agreement, in each case, are within its powers, have been duly authorized, are not in contravention of applicable law or the terms of its operating agreement or other organizational documents and except as have been previously obtained, do not require the consent or approval of any governmental body, agency or authority, and this Amendment and the Agreement (as amended hereby) will constitute the valid and binding obligations of the Loan Parties, as applicable, enforceable in accordance with their terms, except as enforcement thereof may be limited by applicable bankruptcy, reorganization, insolvency, moratorium, fraudulent conveyance, ERISA or similar laws affecting the enforcement of creditors’ rights generally and by general principles of equity (whether enforcement is sought in a proceeding in equity or at law).

5. Reference to and Effect on the Agreement. Each of the Loan Parties hereby reaffirms, confirms, ratifies, covenants, and agrees to be bound by each of its covenants, agreements, and obligations under the Agreement (as amended hereby), and each other Loan Document previously executed and delivered by it. Each reference in the Agreement to “this Agreement” or “the Loan Agreement” shall be deemed to refer to the Agreement after giving effect to this Amendment. This Amendment is a Loan Document.

6. Execution in Counterparts. This Amendment may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute but one and the same agreement. Delivery of an executed counterpart of a signature page to this Amendment by telecopier or electronic mail shall be effective as delivery of a manually executed counterpart of this Amendment.

7. Governing Law. This Amendment shall be a contract made under and governed by the laws of the State of New York without giving effect to its principles of conflicts of laws.

8. Guarantors Consent and Acknowledgement. The Guarantors, for value received, hereby consent to the Borrower’s execution and delivery of this Amendment, and the performance by the Borrower of its agreements and obligations hereunder. This Amendment and the performance or consummation of any transaction that may be contemplated under this Amendment, shall not limit, restrict, extinguish or otherwise impair the Guarantors’ liabilities

and obligations to Agent and/or Lenders under the Loan Documents (including without limitation the Guaranteed Obligations). Each of the Guarantors acknowledges and agrees that (i) the Guaranty to which such Guarantor is a party remains in full force and effect and is fully enforceable against such Guarantor in accordance with its terms and (ii) it has no offsets, claims or defenses to or in connection with the Guaranteed Obligations, all of such offsets, claims and/or defenses are hereby waived.

9. Reaffirmation. Each of the Loan Parties hereby (i) acknowledges and agrees that all of its pledges, grants of securities interests and Liens and other obligations under the Agreement and the other Loan Documents to which it is a party are reaffirmed and remain in full force and effect on a continuous basis, (ii) reaffirms (x) each Lien granted by it to the Agent for the benefit of the Secured Parties, and (y) the guarantees (including the Guaranty) made by it pursuant to the Agreement, and (iii) acknowledges and agrees that the grants of security interests and Liens by and the guarantees of the Guarantors contained in the Agreement and the other Loan Documents are, and shall remain, in full force and effect on and after the Amendment No. 3 Effective Date. Except as specifically modified herein, the Loan Documents and the Obligations are in all respects ratified and confirmed (mutatis mutandis) and shall remain in full force and effect in accordance with their terms.

10. Release. The Borrower and the Loan Parties (collectively, the “Releasing Parties”) hereby release, acquit and forever discharge the Lenders party hereto and their respective Lender-Related Parties (collectively, the “Released Parties”) from and against any and all manner of actions, causes of action, suits, debts, controversies, damages, judgments, executions, claims (including, without limitation, crossclaims, counterclaims and rights of set-off and recoupment) and demands whatsoever, whether known or unknown, whether asserted or unasserted, in contract, tort, law or equity which any Releasing Party may have against any of the Released Parties by reason of any action, failure to act, matter or thing whatsoever arising from or based on facts occurring prior to the date hereof that relate to the Agreement, the other Loan Documents, this Amendment or the transactions contemplated thereby or hereby (except to the extent arising from the willful misconduct or gross negligence of any Released Parties), including but not limited to any such claim or defense to the extent that it relates to (a) any covenants, agreements, duties or obligations set forth in the Loan Documents or (b) any actions or omissions of any of the Released Parties in connection with the initiation or continuing exercise of any right or remedy contained in the Loan Documents or at law or in equity with respect to the Loan Documents.

[Signature Pages Follow]

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed and delivered under seal as of the date first above written.

[Signature Page to Amendment No. 3 to Third Amended and Restated Credit and Security Agreement]

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed and delivered under seal as of the date first above written.

[Signature Page to Amendment No. 3 to Third Amended and Restated Credit and Security Agreement]

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed and delivered under seal as of the date first above written.

[Signature Page to Amendment No. 3 to Third Amended and Restated Credit and Security Agreement]

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed and delivered under seal as of the date first above written.

[Signature Page to Amendment No. 3 to Third Amended and Restated Credit and Security Agreement]

[Signature Page to Amendment No. 3 to Third Amended and Restated Credit and Security Agreement]

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed and delivered under seal as of the date first above written.

[Signature Page to Amendment No. 3 to Third Amended and Restated Credit and Security Agreement]

Exhibit 10.4

Execution Version

AMENDMENT NO. 8 TO TERM LOAN AND SECURITY AGREEMENT

This AMENDMENT NO. 8 TO TERM LOAN AND SECURITY AGREEMENT (this “Amendment”) dated as of November 18, 2019, is entered into among SAExploration Holdings, Inc., a Delaware corporation (the “Borrower”), the Guarantors party hereto, and the Lenders party hereto, and amends that certain Term Loan and Security Agreement dated as of June 29, 2016, entered into among the Borrower, the Guarantors party thereto, the Lenders party thereto, and Delaware Trust Company, as administrative agent and collateral agent for the Lenders (in such capacities, the “Agent”) (as amended, modified, supplemented and in effect on the date hereof, the “Agreement”). Capitalized terms used herein and not otherwise defined herein shall have the meanings ascribed to them in the Agreement.

W I T N E S S E T H:

WHEREAS, the Borrower has requested that the Lenders amend the Agreement in accordance with Section 15.1 of the Agreement as provided herein;

WHEREAS, the Lenders party hereto constituting the “Required Lenders” have agreed to consent to amend the Agreement subject to the terms and conditions hereof.

NOW, THEREFORE, to comply with the provisions of the Agreement and in consideration of the above premises, the parties covenant and agree as follows:

1. Amendment. The following defined term in Schedule 1.1a to the Agreement is hereby amended and restated as follows:

“Permitted Purchase Money Indebtedness” means, as of any date of determination, (i) Purchase Money Indebtedness of SAExploration, Inc., in an aggregate principal amount outstanding at any one time not in excess of $9,973,760.00 (less any principal repayments made in respect thereof), evidenced by that certain Secured Promissory Note, dated on or about November 18, 2019, by SAExploration, Inc. and made payable to GTC, Inc. (together with its successors and assigns and subsequent holders), entered into in connection with the purchase by SAExploration, Inc. of a 30,000 single channel GCL system and related equipment, and (ii) other Purchase Money Indebtedness incurred after the Original Closing Date in an aggregate principal amount outstanding at any one time not in excess of $1,000,000.

2. Conditions Precedent. This Amendment shall become effective immediately on the date (the “Amendment No. 8 Effective Date”) on which each of the following has occurred:

3. Confirmation of Compliance with Section 15.1 of the Agreement. The Borrower and the Lenders party hereto hereby confirm that all of the actions required to be taken by the Lenders and Borrower pursuant to Section 15.1 of the Agreement have been taken in accordance with the provisions of such Section. The Borrower confirms that entry into this Amendment is permitted under the Agreement, and is not prohibited by the terms of the Intercreditor Agreement and the Junior Documents (as defined in the Intercreditor Agreement).

4. Representations and Warranties. Each of the Loan Parties hereby represents and warrants that the execution and delivery of this Amendment and, after giving effect to the amendments contained herein, the performance by each of them of their respective obligations under the Agreement, in each case, are within its powers, have been duly authorized, are not in contravention of applicable law or the terms of its operating agreement or other organizational documents and except as have been previously obtained, do not require the consent or approval of any governmental body, agency or authority, and this Amendment and the Agreement (as amended hereby) will constitute the valid and binding obligations of the Loan Parties, as applicable, enforceable in accordance with their terms, except as enforcement thereof may be limited by applicable bankruptcy, reorganization, insolvency, moratorium, fraudulent conveyance, ERISA or similar laws affecting the enforcement of creditors’ rights generally and by general principles of equity (whether enforcement is sought in a proceeding in equity or at law).

5. Reference to and Effect on the Agreement. Each of the Loan Parties hereby reaffirms, confirms, ratifies, covenants, and agrees to be bound by each of its covenants, agreements, and obligations under the Agreement (as amended hereby), and each other Loan Document previously executed and delivered by it. Each reference in the Agreement to “this Agreement” or “the Loan Agreement” shall be deemed to refer to the Agreement after giving effect to this Amendment. This Amendment is a Loan Document.

6. Execution in Counterparts. This Amendment may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute but one and the same agreement. Delivery of an executed counterpart of a signature page to this Amendment by telecopier or electronic mail shall be effective as delivery of a manually executed counterpart of this Amendment.

7. Governing Law. This Amendment shall be a contract made under and governed by the laws of the State of New York without giving effect to its principles of conflicts of laws.

8. Guarantors Consent and Acknowledgement. The Guarantors, for value received, hereby consent to the Borrower’s execution and delivery of this Amendment, and the performance by the Borrower of its agreements and obligations hereunder. This Amendment and the performance or consummation of any transaction that may be contemplated under this Amendment, shall not limit, restrict, extinguish or otherwise impair the Guarantors’ liabilities and obligations to Agent and/or Lenders under the Loan Documents (including without limitation the Guaranteed Obligations). Each of the Guarantors acknowledges and agrees that (i) the Guaranty to which such Guarantor is a party remains in full force and effect and is fully enforceable against such Guarantor in accordance with its terms and (ii) it has no offsets, claims or defenses to or in connection with the Guaranteed Obligations, all of such offsets, claims and/or defenses are hereby waived.

9. Reaffirmation. Each of the Loan Parties hereby (i) acknowledges and agrees that all of its pledges, grants of securities interests and Liens and other obligations under the Agreement and the other Loan Documents to which it is a party are reaffirmed and remain in full force and effect on a continuous basis, (ii) reaffirms (x) each Lien granted by it to the Agent for the benefit of the Secured Parties, and (y) the guarantees (including the Guaranty) made by it pursuant to the Agreement, and (iii) acknowledges and agrees that the grants of security interests and Liens by and the guarantees of the Guarantors contained in the Agreement and the other Loan Documents are, and shall remain, in full force and effect on and after the Amendment No. 8 Effective Date. Except as specifically modified herein, the Loan Documents and the Obligations are in all respects ratified and confirmed (mutatis mutandis) and shall remain in full force and effect in accordance with their terms.

10. Release. The Borrower and the Loan Parties (collectively, the “Releasing Parties”) hereby release, acquit and forever discharge the Lenders party hereto and their respective Lender-Related Persons and Lender Affiliates (collectively, the “Released Parties”) from and against any and all manner of actions, causes of action, suits, debts, controversies, damages, judgments, executions, claims (including, without limitation, crossclaims, counterclaims and rights of set-off and recoupment) and demands whatsoever, whether known or unknown, whether asserted or unasserted, in contract, tort, law or equity which any Releasing Party may have against any of the Released Parties by reason of any action, failure to act, matter or thing whatsoever arising from or based on facts occurring prior to the date hereof that relate to the Agreement, the other Loan Documents, this Amendment or the transactions contemplated thereby or hereby (except to the extent arising from the willful misconduct or gross negligence of any Released Parties), including but not limited to any such claim or defense to the extent that it relates to (a) any covenants, agreements, duties or obligations set forth in the Loan Documents or (b) any actions or omissions of any of the Released Parties in connection with the initiation or continuing exercise of any right or remedy contained in the Loan Documents or at law or in equity with respect to the Loan Documents.

[Signature Pages Follow]

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed and delivered under seal as of the date first above written.

[Signature Page to Amendment No. 8 to Term Loan and Security Agreement]

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed and delivered under seal as of the date first above written.

[Signature Page to Amendment No. 8 to Term Loan and Security Agreement]

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed and delivered under seal as of the date first above written.

[Signature Page to Amendment No. 8 to Term Loan and Security Agreement]

[Signature Page to Amendment No. 8 to Term Loan and Security Agreement]

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed and delivered under seal as of the date first above written.

[Signature Page to Amendment No. 8 to Term Loan and Security Agreement]

Exhibit 10.5

Execution Version

FIRST SUPPLEMENTAL INDENTURE

This FIRST SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”) dated as of November 18, 2019, is among SAExploration Holdings, Inc., a Delaware corporation (the “Issuer” or the “Company”), the Guarantors party hereto (together with the Issuer, the “Company Indenture Parties”), Wilmington Savings Fund Society, FSB, as Trustee (in such capacity, the “Trustee”), and as Collateral Trustee (in such capacity, the “Collateral Trustee”), and Holders party hereto.

W I T N E S S E T H:

WHEREAS, the Company, the Guarantors, the Trustee and the Collateral Trustee entered into a Senior Secured Convertible Notes Indenture, dated as of September 26, 2018 (as heretofore amended, supplemented or otherwise modified, the “Indenture”), pursuant to which the Company issued 6.00% Senior Secured Convertible Notes due 2023 (the “Notes”);

WHEREAS, the Company has requested that the Indenture be amended in accordance with Section 13.02 of the Indenture as provided herein;

WHEREAS, the Holders constituting the “Required Holders” have agreed to consent to amend the Indenture subject to the terms and conditions hereof;

WHEREAS, the Company has requested that the Trustee and Collateral Trustee enter into this Supplemental Indenture, and with the consent of the Holders constituting the Required Holders, the Trustee and Collateral Trustee have agreed to enter into this Supplemental Indenture on the terms set forth below.

NOW, THEREFORE, to comply with the provisions of the Indenture and in consideration of the above premises, the parties covenant and agree as follows:

Section 1. Capitalized Terms. Capitalized terms used herein without definition shall have the meanings ascribed to them in the Indenture.

Section 2. Relation to Indenture. This Supplemental Indenture is supplemental to the Indenture and does and shall be deemed to form a part of, and shall be construed in connection with and as part of, the Indenture for any and all purposes.

Section 3. Amendment. The following defined term in Section 1.01 of the Indenture is hereby amended and restated as follows:

“Permitted Purchase Money Indebtedness” means, as of any date of determination, (i) Purchase Money Indebtedness of SAExploration, Inc., in an aggregate principal amount outstanding at any one time not in excess of $$9,973,760.00 (less any principal repayments made in respect thereof), evidenced by that certain Secured Promissory Note, dated on or about November 18, 2019, by SAExploration, Inc. and made payable to GTC, Inc. (together with its successors and assigns and subsequent holders), entered into in connection with the purchase by SAExploration, Inc. of a 30,000 single channel GCL system and related equipment, and (ii) Purchase Money Indebtedness incurred after the date hereof in an aggregate principal amount outstanding at any one time not in excess of $2,000,000.

Section 4. Effectiveness of Supplemental Indenture. This Supplemental Indenture shall become effective immediately on the date (the “First Supplemental Indenture Effective Date”) on which each of the following has occurred:

Section 5. Confirmation of Compliance with Section 13.02 of the Indenture. The Issuer and the Holders party hereto hereby confirm that all of the actions required to be taken by the Holders and Issuer pursuant to Section 13.02 of the Indenture have been taken in accordance with the provisions of such Section. The Issuer confirms that entry into this Supplemental Indenture is permitted under the Indenture, and is not prohibited by the terms of the Intercreditor Agreement and the Junior Documents (as defined in the Intercreditor Agreement).

Section 6. Representations and Warranties. Each of the Company Indenture Parties hereby represents and warrants that the execution and delivery of this Supplemental Indenture and, after giving effect to the amendments contained herein, the performance by each of them of their respective obligations under the Indenture, in each case, are within its powers, have been duly authorized, are not in contravention of applicable law or the terms of its operating agreement or other organizational documents and except as have been previously obtained, do not require the consent or approval of any governmental body, agency or authority, and this Supplemental Indenture and the Indenture (as amended hereby) will constitute the valid and binding obligations of the Company Indenture Parties, as applicable, enforceable in accordance with their terms, except as enforcement thereof may be limited by applicable bankruptcy, reorganization, insolvency, moratorium, fraudulent conveyance, ERISA or similar laws affecting the enforcement of creditors’ rights generally and by general principles of equity (whether enforcement is sought in a proceeding in equity or at law).

Section 7. Reference to and Effect on the Indenture. Each of the Company Indenture Parties hereby reaffirms, confirms, ratifies, covenants, and agrees to be bound by each of its covenants, agreements, and obligations under the Indenture (as amended hereby), and each other Indenture Document previously executed and delivered by it. Each reference in the Indenture to “this Indenture” or “the Indenture” shall be deemed to refer to the Indenture after giving effect to this Supplemental Indenture. This Supplemental Indenture is an Indenture Document.

Section 8. Consent of the Required Holders. Pursuant to Section 13.02 of the Indenture, by its signature below, each of the undersigned Holders, which collectively constitute the Required Holders, hereby consent, effective as of the date hereof, to the entry into this Supplemental Indenture by the Company, the Guarantors, the Trustee and the Collateral Trustee and to the amendments to the Indenture set forth in Section 3 of this Supplemental Indenture.

Section 9. The Trustee and Collateral Trustee. Except as otherwise expressly provided herein, no duties, responsibilities or liabilities are assumed, or shall be construed to be assumed, by the Trustee or the Collateral Trustee by reason of this Supplemental Indenture. This Supplemental Indenture is executed and accepted by the Trustee and Collateral Trustee subject to all the terms and conditions set forth in the Indenture with the same force and effect as if those terms and conditions were repeated at length herein and made applicable to the Trustee and Collateral Trustee with respect hereto. Neither the Trustee nor the Collateral Trustee shall be responsible for the recitals contained herein, all of which recitals are made by the other parties to this Supplemental Indenture.

Section 10. Governing Law. THIS SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

Section 11. Counterparts. The parties may sign any number of copies of this Supplemental Indenture. Each signed copy shall be an original, but all of such executed copies together shall represent the same agreement.

Section 12. Guarantors Consent and Acknowledgement. The Guarantors, for value received, hereby consent to the Issuer’s execution and delivery of this Supplemental Indenture, and the performance by the Issuer of its agreements and obligations hereunder. This Supplemental Indenture and the performance or consummation of any transaction that may be contemplated under this Supplemental Indenture, shall not limit, restrict, extinguish or otherwise impair the Guarantors’ liabilities and obligations to Trustee, Collateral Trustee and/or Holders under the Indenture Documents (including without limitation the Guaranteed Obligations). Each of the Guarantors acknowledges and agrees that (i) the guarantee to which such Guarantor is a party remains in full force and effect and is fully enforceable against such Guarantor in accordance with its terms and (ii) it has no offsets, claims or defenses to or in connection with the Guaranteed Obligations, all of such offsets, claims and/or defenses are hereby waived.

Section 13. Reaffirmation of Liens. Each of the Company Indenture Parties hereby (i) acknowledges and agrees that all of its pledges, grants of securities interests and Liens and other obligations under the Indenture and the other Indenture Documents to which it is a party are reaffirmed and remain in full force and effect on a continuous basis, (ii) reaffirms each Lien granted by it to the Trustee or Collateral Trustee for the benefit of the Secured Parties, and (iii) acknowledges and agrees that the grants of security interests and Liens by the Guarantors contained in the Indenture and the other Indenture Documents are, and shall remain, in full force and effect on and after the First Supplemental Indenture Effective Date. Except as specifically modified herein, the Indenture and the Notes are in all respects ratified and confirmed (mutatis mutandis) and shall remain in full force and effect in accordance with their terms.

Section 14. Release. The Company Indenture Parties (collectively, the “Releasing Parties”) hereby release, acquit and forever discharge the Holders party hereto and their respective Affiliates, and any of their and their Affiliates’ respective officers, directors, agents, employees, attorneys, consultants, or representatives, or any of the respective predecessors, successors or assigns of any of the foregoing (collectively, the “Released Parties”) from and against any and all manner of actions, causes of action, suits, debts, controversies, damages, judgments, executions, claims (including, without limitation, crossclaims, counterclaims and rights of set-off and recoupment) and demands whatsoever, whether known or unknown, whether asserted or unasserted, in contract, tort, law or equity which any Releasing Party may have against any of the Released Parties by reason of any action, failure to act, matter or thing whatsoever arising from or based on facts occurring prior to the date hereof that relate to the Indenture, the other Indenture Documents, this Supplemental Indenture or the transactions contemplated thereby or hereby (except to the extent arising from the willful misconduct or gross negligence of any Released Parties), including but not limited to any such claim or defense to the extent that it relates to (a) any covenants, agreements, duties or obligations set forth in the Indenture Documents or (b) any actions or omissions of any of the Released Parties in connection with the initiation or continuing exercise of any right or remedy contained in the Indenture Documents or at law or in equity with respect to the Indenture Documents.

[Signature Pages Follow]

IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be executed, all as of the date first written above.

[Signature Page to First Supplemental Indenture to Senior Secured Convertible Notes Indenture]

[Signature Page to First Supplemental Indenture to Senior Secured Convertible Notes Indenture]

IN WITNESS WHEREOF, the parties hereto have caused this First Supplemental Indenture to be executed and delivered under seal as of the date first above written.

[Signature Page to First Supplemental Indenture to Senior Secured Convertible Notes Indenture]

IN WITNESS WHEREOF, the parties hereto have caused this First Supplemental Indenture to be executed and delivered under seal as of the date first above written.

[Signature Page to First Supplemental Indenture to Senior Secured Convertible Notes Indenture]

IN WITNESS WHEREOF, the parties hereto have caused this First Supplemental Indenture to be executed and delivered under seal as of the date first above written.

[Signature Page to First Supplemental Indenture to Senior Secured Convertible Notes Indenture]

IN WITNESS WHEREOF, the parties hereto have caused this First Supplemental Indenture to be executed and delivered under seal as of the date first above written.

[Signature Page to First Supplemental Indenture to Senior Secured Convertible Notes Indenture]