Exhibit 10.1

EXECUTION VERSION

ASSET PURCHASE

AGREEMENT

FOR THE AKLAQ AND KUUKPIK SURVEYS

BY AND AMONG

SAEXPLORATION, INC.,

ALASKAN SEISMIC VENTURES, LLC

AND

TGS-NOPEC GEOPHYSICAL COMPANY ASA

January 9, 2020

ASSET PURCHASE AGREEMENT

This ASSET PURCHASE AGREEMENT FOR THE AKLAQ AND KUUKPIK SURVEYS, dated as of January 9, 2020, is by and among SAExploration, Inc., a Delaware corporation with its address at 1160 Dairy Ashford Road, Suite 160, Houston, Texas 77079 (“SAE”), ALASKAN Seismic Ventures, LLC, an Alaskan limited liability company with its address at P. O. Box 876489, Wasilla, Alaska 99687 (“ASV” and together with SAE, each, a “Seller” and collectively, the “Sellers”), and TGS-NOPEC Geophysical Company ASA, a public limited company registered in Norway with its address at 4 Lensmannslia, N-1386, Asker, Norway (“Purchaser”).

RECITALS:

WHEREAS, Sellers collectively own the Acquired Assets (as hereinafter defined); and

WHEREAS, Sellers desire to sell to Purchaser, and Purchaser desires to acquire from Sellers, the Acquired Assets in exchange for the Purchase Price (as hereinafter defined), subject to the terms and conditions set forth in this Agreement; and

WHEREAS, Sellers desire to grant to Purchaser, and Purchaser desires to obtain from Sellers, a right of first refusal, exercisable during the period from and after the date hereof until the date that is four years following the date hereof, to purchase from ASV or SAE, as applicable, (the “ROFR”) the surveys listed on Schedule A (together with all rights and benefits associated with such surveys, including any Permits (as hereinafter defined) related thereto, and any rights pursuant to contractual arrangements associated with any prefunding thereof, including all rights to funds received or receivable thereunder, the “ROFR Assets”); and

WHEREAS, substantially simultaneously with the execution and delivery of this Agreement, SAE and Purchaser have executed and delivered the Asset Purchase Agreement for the CRD Surveys (the “CRD Purchase Agreement”).

NOW, THEREFORE, in consideration of the premises and the mutual promises herein made, and in consideration of the representations, warranties, and covenants herein contained, the Parties agree as follows:

In addition to the terms defined throughout this Agreement, the following terms have the respective meanings set forth below:

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The headings to articles, sections and subsections to this Agreement are for ease of reference only, but are not deemed to form part of the Agreement and must not be used to interpret any part of this Agreement.

The Parties acknowledge that their respective legal counsel have each reviewed and participated in the drafting of this Agreement, and as a result, any rule of contractual interpretation to the effect that any ambiguity is to be resolved against the drafting Party does not apply to the interpretation of this Agreement.

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If the last day on which any action required or permitted to be taken hereunder by any of the Parties hereto is not a Business Day, such action may be taken on the next succeeding day which is a Business Day.

On and subject to the terms and conditions of this Agreement, Purchaser agrees to purchase from the Sellers, and the Sellers agree to sell, transfer, convey, and deliver to Purchaser, all of the Sellers’ rights, title and interests in and to the Acquired Assets at the Closing for the consideration specified below in this Article 2, in each case, other than the Excluded Assets and free and clear of all Liens. Title to the Acquired Assets shall pass to Purchaser at the Closing Time. Notwithstanding anything to the contrary contained in this Section 2.1 or elsewhere in this Agreement, the Excluded Assets of Sellers are not part of the sale and purchase contemplated hereunder, are excluded from the Acquired Assets and shall remain the property of the applicable Seller after the Closing Time.

The Sellers shall assign, and Purchaser shall assume, effective as of the Closing Time, only the Acquired Liabilities. To further evidence the purchase and sale of the Acquired Assets and the assumption of the Acquired Liabilities as set forth in this Section 2.2, the Parties will execute and deliver at the Closing Time a Bill of Sale, Assignment and Assumption Agreement in the form attached hereto as Exhibit C (the “Bill of Sale, Assignment and Assumption Agreement”). Notwithstanding anything to the contrary contained herein, except for the Acquired Liabilities, it

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is expressly understood and agreed that Purchaser shall not assume, be obligated to pay, perform or discharge, and the applicable Seller shall retain, pay, perform and discharge in due course, any claim or proceeding against, or Liabilities, contracts or any other obligations whatsoever of the Sellers. In no event shall Purchaser assume, be obligated to pay, perform or discharge any Excluded Liabilities.

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“Licensing Fees” are defined as licensing fees (which, for the avoidance of doubt, exclude applicable reproduction charges, deliverables fees, taxes, and shipping charges) actually received by Purchaser or its Affiliate under the terms of license agreements for the Data that are executed after Closing, but specifically exclude any amounts received pursuant to the Master Licensing Agreement for Seismic Data, dated March 7, 2019, by and between SAE and Repsol Services Company.

“Threshold” is defined as (x) FIFTEEN MILLION US DOLLARS ($15,000,000) minus (y) the amount set forth in Section 2.3(a)(ii).

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If, during the period from and after the date hereof until the date that is four years following the date hereof, a Seller decides to sell any of the ROFR Assets (as defined in the Recitals of this Agreement) (the “Proposed Transfer”), Purchaser shall have a right of first refusal to acquire such ROFR Assets (the “Subject Assets”) in accordance with this Section 2.4, and the applicable Seller(s) shall not consummate the sale of the Subject Assets unless the Seller(s) shall first deliver to Purchaser a notice (the “First Refusal Notice”) setting forth: (a) the identity of the proposed purchaser (the “Offeree”); (b) the sale price and the material financial terms of the proposed transaction (the “Purchase Terms”) (including, if the Offeree has executed or agreed to a form of asset purchase agreement, a copy of such agreement, subject to any confidentiality restrictions; provided, that the applicable Seller shall, at Purchaser’s request, use commercially reasonable efforts to obtain waivers of such confidentiality restrictions); and (c) the proposed closing date of the Proposed Transfer (which proposed closing date shall be no earlier than the date that is thirty (30) days from the date the Seller(s) deliver the First Refusal Notice to Purchaser). Purchaser shall, for the 10 Business Day period commencing upon receipt of such First Refusal Notice (the “ROFR Response Period”), have the exclusive right to purchase the Subject Assets, which purchase shall be made on the Purchase Terms set forth in the First Refusal Notice and otherwise in accordance with the remainder of this section, by so notifying the applicable Seller(s) before 5:00 p.m. Central time on the last day of the ROFR Response Period, whereupon Purchaser shall be bound to purchase from the Seller(s), and the Seller(s) shall be bound to sell to Purchaser, the Subject Assets on the Purchase Terms set forth in the First Refusal Notice. If Purchaser elects to purchase the Subject Asset from the applicable Seller(s), Purchaser and the Seller(s) will promptly enter into an asset purchase agreement, which Purchaser and the Seller(s) shall negotiate in good faith, that will contain the Purchase Terms set forth in the First Refusal Notice and otherwise be consistent with the terms herein, including representations and warranties and indemnification rights with respect to the Subject Assets substantially identical to those granted with respect to the Acquired Assets in this Agreement, with the purchase price payable at the time of the Subject Assets purchase; provided that if the Offeree has executed or agreed to a form of asset purchase agreement, then Purchaser must accept and execute that form of asset purchase agreement. If Purchaser shall either: (a) deliver written notice of rejection of the First Refusal Notice to the applicable Seller(s); or (b) fail to deliver written notice of acceptance of the First Refusal Notice within the ROFR Response Period, Purchaser’s right of first refusal hereunder shall conclusively be deemed to be waived with respect to the sale disclosed in the First Refusal Notice and Seller(s) shall be free, for a period of ninety (90) days from the end of the ROFR Response Period, to complete the Proposed Transfer to the Offeree on the Purchase Terms and the Offeree shall acquire the Subject Assets free and clear of the Purchaser’s right of first refusal set forth in this Section 2.4 (which shall be extinguished, null, void, and of no further force or effect with respect to the Subject Assets upon such sale). If, however, either: (i) the applicable Seller(s) does not complete the Proposed Transfer within ninety (90) days from the end of the ROFR Response Period; or (ii) Seller(s) agrees to complete the Proposed Transfer on any terms other than the Purchase Terms stated in the First Refusal Notice, then Purchaser’s right of first refusal provided for in Section 2.4 shall once again apply, and Seller(s) shall not complete such Proposed Transfer without first giving a new First Refusal Notice to Purchaser in compliance with the terms of this Section 2.4.

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From and after the Closing, Purchaser shall have title to the Acquired Assets. Without prejudice to the foregoing generality, from and after the Closing, Purchaser will have the exclusive right to sell or license interests in the Acquired Assets to Third Parties without accounting to any Seller, except as set forth in Section 2.3(b) with respect to the Earn Out. From and after the Closing, neither Seller shall have the right to sell, license or otherwise grant any interests in the Acquired Assets to any Third Party. Following the Closing, (a) each Seller will promptly, and in any event not later than seven (7) days following receipt, forward to Purchaser any payments received by such Seller or any of its Affiliates with respect to the Acquired Assets, and any such checks, drafts or other instruments payable to any such Seller or its Affiliate will, when so delivered, bear all endorsements required to effectuate the transfer of the same to Purchaser, and (b) each Seller will promptly forward to Purchaser any mail or other communications received by such Seller or any of its Affiliates relating to the Acquired Assets or the Acquired Liabilities. Following the Closing, (i) Purchaser will promptly, and in any event not later than seven (7) days following receipt, forward to the Sellers any payments received by Purchaser or any of its Affiliates with respect to the Excluded Assets, and any such checks, drafts or other instruments payable to any Purchaser or its Affiliate will, when so delivered, bear all endorsements required to effectuate the transfer of the same to Sellers, and (ii) Purchaser will promptly forward to Sellers any mail or other communications received by Purchaser or any of its Affiliates relating to the Excluded Assets or the Excluded Liabilities.

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Sellers shall (i) be responsible for (and shall indemnify, defend, and hold harmless Purchaser against) any and all Liabilities for any sales, use, filing, recording, transfer, real estate transfer, gross receipts, registration, duty, or similar fees or taxes or governmental charges (together with any interest or penalty, addition to tax or additional amount imposed) as levied by any taxing Governmental Authority in connection with the transactions contemplated by this Agreement (collectively, “Transfer Taxes”), regardless of the Person liable for such Transfer Taxes under Applicable Law and (ii) timely file or caused to be filed all necessary documents (including all tax returns) with respect to Transfer Taxes.

Each of the Sellers agrees, and shall cause its Affiliates:

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Subject to the terms of this Agreement, the title to and interest in the Acquired Assets shall remain solely with the Sellers until Closing at which time title to and interest in the Acquired Assets passes to the Purchaser. Sellers shall cover the cost of and shall ensure due and proper delivery of the Acquired Assets to an address of the Purchaser in Houston, Texas or Calgary, Alberta, as stipulated by the Purchaser, and shall be and continue to be a trustee for the Purchaser in respect of all Acquired Assets until the same shall have been actually delivered and received or, in the case of Acquired Assets that cannot be transferred by delivery, formally transferred or assigned to the Purchaser. Following the Closing Time, Sellers shall neither access any Data being part of the Acquired Assets nor delete or cause to be deleted any data stored electronically until such time as the Purchaser in writing has confirmed complete receipt without corruption (upon receipt of which deletion of all electronic copies held by or on behalf of Sellers is to be carried out and confirmed). Without limitation to the foregoing, at the Closing, Sellers shall deliver to Purchaser on a USB storage device or devices any and all Data that can be delivered in electronic form, including all final processed Data. Sellers may deliver field tapes to Purchaser separately following the Closing (but in no event later than fourteen (14) days following the Closing Date), to an address in Houston, Texas or Calgary, Alberta, as notified in writing by Purchaser. Any Data or field tapes delivered by Sellers shall be properly labelled and accompanied by a reasonably detailed inventory. Sellers shall remain liable for any risk of loss or other damage to any Acquired Assets until delivered to Purchaser in accordance with this Section 4.5. For the avoidance of doubt, insofar as conflict arises between this Section 4.5 and any other section of this Agreement, this Section 4.5 shall prevail.

Without limitation to Section 6.4, the Sellers, at their sole cost and expense, shall take, or shall cause to be taken, such actions and execute and deliver such documents after the Closing as are necessary, proper or advisable under Applicable Law to, and will, effect the withdrawal of any outstanding Alaska tax credit applications or certificates covering the Aklaq survey with respect to tax credit applications granted or certificates received under Section 43.55.025 of the Alaska Statutes.

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EXCEPT AS MAY EXPRESSLY BE SET FORTH IN ARTICLE 3 (INCLUDING THE SCHEDULES THERETO) OF THIS AGREEMENT OR IN ANY OTHER TRANSACTION DOCUMENT, (A) SELLERS DISCLAIM AND DO NOT MAKE ANY REPRESENTATION OR WARRANTY OF ANY KIND WHATSOEVER, EXPRESS OR IMPLIED, WITH RESPECT TO THE ACQUIRED ASSETS, ANY OF THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT OR ANY OTHER TRANSACTION DOCUMENT (INCLUDING ANY CONSENTS OR APPROVALS REQUIRED IN CONNECTION THEREWITH) OR THE CONDITION OR PROSPECTS (FINANCIAL OR OTHERWISE) OF, OR ANY OTHER MATTER INVOLVING, THE ACQUIRED ASSETS (INCLUDING WITH RESPECT TO (1) THE ACCURACY OR COMPLETENESS OF ANY INFORMATION REGARDING THE ACQUIRED ASSETS FURNISHED OR MADE AVAILABLE TO PURCHASER AND ITS REPRESENTATIVES, AND/OR (2) THAT THE ACQUIRED ASSETS ARE DELIVERED FREE OR RIGHTFUL CLAIM OF ANY THIRD PERSON AND (B) ALL OF THE ACQUIRED ASSETS TO BE TRANSFERRED OR THE ACQUIRED LIABILITIES TO BE ASSUMED OR TRANSFERRED, DIRECTLY OR INDIRECTLY, IN ACCORDANCE WITH THIS AGREEMENT OR ANY OTHER TRANSACTION DOCUMENT SHALL BE TRANSFERRED OR ASSUMED ON AN “AS IS, WHERE IS” BASIS, AND ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR OTHERWISE ARE HEREBY EXPRESSLY DISCLAIMED. PURCHASER, TOGETHER WITH ITS ADVISORS, HAS MADE ITS OWN INVESTIGATION OF THE ACQUIRED ASSETS AND IS NOT RELYING ON ANY WARRANTIES, EXPRESS OR IMPLIED, PROVIDED ORALLY OR CONTAINED IN ANY MATERIALS PROVIDED BY SELLERS OR ANY OF THEIR AFFILIATES OR ANY OF THEIR RESPECTIVE REPRESENTATIVES OR OTHERWISE

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(INCLUDING ANY ITEMS MADE AVAILABLE TO PURCHASER IN THE ELECTRONIC DOCUMENTATION SITE ESTABLISHED BY SELLERS, OTHER THAN AS EXPRESSLY PROVIDED IN ARTICLE 3 (INCLUDING THE SCHEDULES THERETO) OF THIS AGREEMENT, IN DECIDING TO ENTER INTO THIS AGREEMENT OR THE OTHER TRANSACTION DOCUMENTS AND CLOSE THE TRANSACTIONS CONTEMPLATED HEREIN AND THEREIN. EXCEPT AS MAY BE EXPRESSLY SET FORTH IN ARTICLE 3 OF THIS AGREEMENT (INCLUDING THE SCHEDULES THERETO) OR IN ANY OTHER TRANSACTION DOCUMENT, NONE OF THE PARTIES OR ANY OTHER PERSON MAKES ANY REPRESENTATION OR WARRANTY WITH RESPECT TO ANY INFORMATION, DOCUMENTS OR MATERIAL MADE AVAILABLE IN CONNECTION WITH THE ENTERING INTO OF THIS AGREEMENT OR THE OTHER TRANSACTION DOCUMENTS OR THE CONSUMMATION OF THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, NOTHING IN THIS SECTION 4.8 SHALL LIMIT THE RIGHT OF PURCHASER TO SEEK ANY AVAILABLE REMEDY FOR INTENTIONAL FRAUD.

The representations and warranties of the Parties contained in this Agreement and contained in any document or certificate given pursuant hereto shall survive the execution and delivery of this Agreement and the Closing until the second (2nd) anniversary of the Closing Date; provided, however, that the Fundamental Representations shall survive the Closing and continue in full force and effect indefinitely. The covenants and agreements of the Parties contained in this Agreement will survive the Closing in accordance with their terms. For greater certainty, no claim for indemnification for breaches of any representation, warranty, covenant or agreement may be asserted after the expiration of the applicable survival period set forth in this Section 5.1. Any claim for indemnification not made on or prior to such date shall be irrevocably and unconditionally released and waived. So long as an indemnified party asserts a claim for indemnification under and in accordance with this Article 5 prior to the expiration of the applicable survival period set forth in this Section 5.1, such indemnified party shall be deemed to have preserved its rights to indemnification under this Article 5 regardless of when such claim is ultimately liquidated or resolved.

Subject to the other terms and conditions of this Article 5, Sellers, jointly and severally, are liable for, and shall indemnify, defend and hold harmless Purchaser, its Affiliates and each of their respective directors, shareholders, officers, employees, agents and representatives (the “Purchaser Indemnified Parties”) from and against, all losses, judgments, settlements, Liabilities, claims, damages, costs and expenses (including reasonable costs of investigation, fees and expenses of attorneys, accountants, financial advisors and other experts, court costs and other expenses of litigation) (“Losses”) suffered, sustained, paid or incurred by any Purchaser Indemnified Party with respect to, resulting from or arising out of:

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Subject to the other terms and conditions of this Article 5, Purchaser is liable for, and shall indemnify, defend and hold harmless each Seller, its Affiliates and each of their respective directors, shareholders, officers, employees, agents and representatives (the “Seller Indemnified Parties”) from and against, all Losses suffered, sustained, paid or incurred by any Seller Indemnified Party with respect to, resulting from or arising out of:

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All indemnifiable Losses under this Agreement will be paid in cash in immediately available funds. The Parties agree that all indemnification amounts paid pursuant to this Article 5 constitute an adjustment to the Purchase Price for all purposes, including tax purposes. In the event any of the Purchaser Indemnified Parties are entitled to indemnifiable Losses under this Agreement or the CRD Purchase Agreement, at Purchaser’s sole election, and without prejudice to any right it may have to proceed directly against the Sellers, Purchaser shall be entitled to set off all or any part of the amount of such indemnifiable Losses for which the Sellers are obligated to indemnify any such Purchaser Indemnified Party against any amounts payable by Purchaser or any of its Affiliates to any Seller or any of its Affiliates under any agreement or arrangement or for any other reason. Purchaser’s exercise of its right of set-off pursuant to this Section 5.5 shall be conclusively evidenced by a notice to such effect given by Purchaser to Sellers at least thirty (30) days before the set-off, which notice shall state the amount of the set-off, the reasons for it and the date on which Purchaser proposes applying such set-off. The Parties shall use commercially reasonable efforts prior to the date which Purchaser proposes applying such set-off to agree upon a resolution to any objection Sellers have to such a set-off, but Purchaser may apply such proposed set-off on such proposed date if the Parties have been unsuccessful in agreeing another resolution (subject to Sellers’ rights under this Agreement to dispute such set-off).

EXCEPT FOR INTENTIONAL FRAUD CLAIMS, FROM AND AFTER THE CLOSING, THE REMEDIES OF THE PARTIES SPECIFICALLY PROVIDED FOR BY THIS ARTICLE 5 SHALL BE THE SOLE AND EXCLUSIVE REMEDIES OF THE PARTIES FOR ALL MATTERS ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE TRANSACTION DOCUMENTS (OTHER THAN THE MSA SUPPLEMENT) AND THE TRANSACTIONS CONTEMPLATED HEREBY AND THEREBY, OR OTHERWISE RELATING TO THE ACQUIRED ASSETS; PROVIDED, HOWEVER, THAT NOTHING HEREIN SHALL LIMIT A PARTY’S RIGHT TO SEEK SPECIFIC PERFORMANCE OR INJUNCTIVE RELIEF IN CONNECTION WITH ANOTHER PARTY’S OBLIGATIONS UNDER THIS AGREEMENT, IT BEING ACKNOWLEDGED THAT MONETARY DAMAGES DUE TO THE NON-DEFAULTING PARTY IN SUCH CASE MAY NOT BE ADEQUATELY DETERMINED AT LAW.

THE FOREGOING INDEMNITIES ARE INTENDED TO BE ENFORCEABLE AGAINST THE PARTIES IN ACCORDANCE WITH THE EXPRESS TERMS AND SCOPE THEREOF, NOTWITHSTANDING ANY EXPRESS NEGLIGENCE RULE, DOCTRINE RELATING TO INDEMNIFICATION FOR STRICT LIABILITY OR ANY SIMILAR DIRECTIVE THAT WOULD PROHIBIT OR OTHERWISE LIMIT INDEMNITIES BECAUSE OF THE NEGLIGENCE (WHETHER SOLE, CONCURRENT, ACTIVE OR PASSIVE) OR OTHER FAULT OR STRICT LIABILITY OF ANY OF THE INDEMNIFIED PARTIES. TO THE

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EXTENT THAT A PURCHASER INDEMNIFIED PARTY MAKES ANY CLAIMS AGAINST THE SELLERS UNDER THE PROVISIONS OF THIS ARTICLE 5, THE SELLERS MAY NOT ASSERT AND HEREBY EXPRESSLY WAIVE AS A DEFENSE, COUNTERCLAIM, OR OTHERWISE THAT PURCHASER HAS BEEN NEGLIGENT IN CONDUCTING ITS DUE DILIGENCE RELATING TO ANY ASPECT OF SELLERS OR THE ACQUIRED ASSETS. THE RIGHT TO INDEMNIFICATION IN ACCORDANCE WITH THE PROVISIONS OF THIS ARTICLE 5 WILL NOT BE AFFECTED BY ANY INVESTIGATION CONDUCTED WITH RESPECT TO, OR ANY KNOWLEDGE ACQUIRED (OR CAPABLE OF BEING ACQUIRED) AT ANY TIME, WHETHER BEFORE OR AFTER THE CLOSING DATE, WITH RESPECT TO THE ACCURACY OR INACCURACY OF OR COMPLIANCE WITH, ANY REPRESENTATION, WARRANTY, COVENANT OR OBLIGATION SET FORTH IN THIS AGREEMENT OR IN ANY TRANSACTION DOCUMENT. THE OBLIGATIONS OF THE PARTIES HEREUNDER ARE NOT CONTINGENT UPON THE ASSERTION OF A CLAIM, DIRECTIVE, ACTION, OR PROCEEDING BY A GOVERNMENTAL AUTHORITY OR THIRD PARTY.

The Closing shall take place at the offices of Purchaser at the Closing Time, or at such other time and place as may be mutually agreed to by the Parties.

At Closing, Sellers shall deliver, or cause to be delivered, to Purchaser:

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At Closing, Purchaser shall deliver the following to Sellers:

The Parties to this Agreement shall take, or shall cause to be taken, such actions and execute and deliver such documents after the Closing as are necessary, proper or advisable under Applicable Law to fully execute documents and to complete the Closing and to more fully carry out the intent of this Agreement.

This Agreement (including the schedules and exhibits hereto) represents the entire understanding and agreement between the Parties with respect to the subject matter hereof and can be amended, supplemented or changed, and any provision hereof can be waived, only by written instrument making specific reference to this Agreement signed by the Party against whom enforcement of any

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such amendment, supplement, modification or waiver is sought. No action taken pursuant to this Agreement, including without limitation, any investigation by or on behalf of any Party, shall be deemed to constitute a waiver by the party taking such action of compliance with any representation, warranty, covenant or agreement contained herein. The waiver by any Party of a breach of any provision of this Agreement shall not operate or be construed as a further or continuing waiver of such breach or as a waiver of any other or subsequent breach. No failure on the part of any party to exercise, and no delay in exercising, any right, power or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of such right, power or remedy by such party preclude any other or further exercise thereof or the exercise of any other right, power or remedy. All remedies hereunder are cumulative and are not exclusive of any other remedies provided by law.

All notices and other communications under this Agreement shall be in writing and shall be deemed given (i) when delivered personally by hand (with written confirmation of receipt), (ii) when sent by facsimile (with written confirmation of transmission) or (iii) one Business Day following the day sent by overnight courier (with written confirmation of receipt), in each case at the following addresses (or to such other address as a party may have specified by notice given to the other party pursuant to this provision):

If to Sellers, to:

SAExploration, Inc.,

1160 Dairy Ashford Road, Suite 160

Houston, Texas 77079

Attn: Michael Faust

and

ALASKAN Seismic Ventures, LLC

P O Box 876489

Wasilla, Alaska 99687

Attn: Bill Van Dyke

with copies to (which shall not constitute notice):

Porter Hedges LLP

1000 Main Street, 36th Floor

Houston, TX 77002

Attn: E. James Cowen

If to Purchaser, to:

TGS-NOPEC Geophysical Company ASA

Lensmannslia 4

N-1386

Asker, Norway

Attn: Chief Financial Officer

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with copies to (which shall not constitute notice):

TGS-NOPEC Geophysical Company

10451 Clay Road

Houston, TX 77041

Attn: General Counsel

and

Locke Lord LLP

600 Travis, Suite 2800

Houston, TX 77002

Attn: Scott Arrington

Each Party shall provide the other with a reasonable opportunity to review and comment on any public announcement with respect to this Agreement. The foregoing shall not limit any announcement by any Party as may be required by Applicable Law or the rules or regulations of any applicable United States securities exchange or other Governmental Authority to which the relevant Party is subject or submits, provided that such Party uses its commercially reasonable efforts to consult with the other Parties before making any such announcement. Nothing in this Section 7.3 shall limit the provisions of Section 4.4.

This Agreement is binding upon and inures to the benefit of the Parties hereto and their respective successors and assigns. No assignment of this Agreement or of any rights or obligations hereunder may be made by any Seller or Purchaser (by operation of law or otherwise) without the prior written consent of the other Parties hereto and any attempted assignment without the required consents shall be void; provided, however, that Purchaser may assign this Agreement and any or all rights or obligations hereunder (including, without limitation, Purchaser’s rights to purchase the Acquired Assets) to any Affiliate of Purchaser. Notwithstanding the foregoing, Purchaser acknowledges that SAE has collaterally assigned to its lenders and noteholders, or to the administrative agents, collateral agents or indenture trustee acting on behalf of such lenders and noteholders (or their successors and assigns, collectively, the “Permitted Assignees”), all of SAE’s rights to collect any amounts payable to SAE under this Agreement and any remedies associated with such rights (and Purchaser consents to the foregoing), it being understood that any such assignment will not relieve SAE from its obligations hereunder and that any such enforcement by the Permitted Assignees will be in accordance with, and subject to, the terms and provisions of this Agreement in the same manner as same would be applicable to SAE.

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Sellers and Purchaser covenant and agree that each shall bear their own expenses incurred in connection with the preparation and execution of this Agreement and the completion of the transactions contemplated by this Agreement including, but not limited to, all compensation and expenses of legal counsel, financial advisors, consultants and independent accountants.

Each Party agrees that the electronic signatures, whether digital or encrypted, of the Parties included in this Agreement are intended to authenticate this writing and to have the same force and effect as manual signatures. Electronic signature means any electronic sound, symbol or process attached to or logically associated with a record and executed and adopted by a Party with the intent to sign such record, including facsimile or e-mail electronic signatures.

This Agreement, any dispute or matter arising out of or in connection with this Agreement, the other Transaction Documents (other than the MSA Supplement) or the transactions contemplated hereby or thereby, including all claims or causes of action (whether in contract or tort), or the negotiation, execution or performance hereof or thereof, and the legal relationship among the Parties, shall, in all respects, be subject to and be interpreted, construed and enforced in accordance with and under the laws of the State of Texas, including such Applicable Laws relating to applicable statutes of limitation and burdens of proof and available remedies, regardless of the Applicable Laws that might otherwise govern under principles of conflict of laws thereof, and shall, in all respects, be treated as a contract made in Texas. Each Party hereby irrevocably submits to the exclusive jurisdiction of the state courts located in Harris County, Texas and to the federal courts of the Southern District of Texas, Houston Division and all courts of appeal therefrom in respect of all matters arising out of or in connection with this Agreement, the other Transaction Documents (other than the MSA Supplement) or the transactions contemplated hereby or thereby, and each Party waives any objection that such courts are an inconvenient forum. EACH PARTY HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY ACTION DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT, THE OTHER TRANSACTION DOCUMENTS (OTHER THAN THE MSA SUPPLEMENT) OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY.

If any term or provision of this Agreement is illegal, invalid or unenforceable, then that term or provision is deemed deleted from this Agreement. That deletion does not affect the legality, validity or enforceability of the rest of this Agreement.

This Agreement may be executed in one or more counterparts, each of which will be deemed to be an original copy of this Agreement and all of which, when taken together, will be deemed to constitute one and the same agreement.

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[SIGNATURES APPEAR ON THE FOLLOWING PAGE]

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SIGNED:

[SIGNATURE PAGE TO ASSET PURCHASE AGREEMENT]

Exhibit 10.2

EXECUTION VERSION

ASSET PURCHASE

AGREEMENT

FOR THE CRD SURVEY

BY AND BETWEEN

SAEXPLORATION, INC.

AND

TGS-NOPEC GEOPHYSICAL COMPANY ASA

January 9, 2020

ASSET PURCHASE AGREEMENT

This ASSET PURCHASE AGREEMENT FOR THE CRD SURVEY, dated as of January 9, 2020, is by and between SAExploration, Inc., a Delaware corporation with its address at 1160 Dairy Ashford Road, Suite 160, Houston, Texas 77079 (“Seller”), and TGS-NOPEC Geophysical Company ASA, a public limited company registered in Norway with its address at 4 Lensmannslia, N-1386, Asker, Norway (“Purchaser”).

RECITALS:

WHEREAS, Seller owns the Acquired Assets (as hereinafter defined); and

WHEREAS, Seller desires to sell to Purchaser, and Purchaser desires to acquire from Seller, the Acquired Assets in exchange for the Purchase Price (as hereinafter defined), subject to the terms and conditions set forth in this Agreement; and

WHEREAS, substantially simultaneously with the execution and delivery of this Agreement, Seller, Purchaser, and ALASKAN Seismic Ventures, LLC have executed and delivered the Asset Purchase Agreement for the Aklaq and Kuukpik Surveys (the “ Aklaq-Kuukpik Purchase Agreement”).

NOW, THEREFORE, in consideration of the premises and the mutual promises herein made, and in consideration of the representations, warranties, and covenants herein contained, the Parties agree as follows:

In addition to the terms defined throughout this Agreement, the following terms have the respective meanings set forth below:

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The headings to articles, sections and subsections to this Agreement are for ease of reference only, but are not deemed to form part of the Agreement and must not be used to interpret any part of this Agreement.

The Parties acknowledge that their respective legal counsel have each reviewed and participated in the drafting of this Agreement, and as a result, any rule of contractual interpretation to the effect that any ambiguity is to be resolved against the drafting Party does not apply to the interpretation of this Agreement.

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If the last day on which any action required or permitted to be taken hereunder by any of the Parties hereto is not a Business Day, such action may be taken on the next succeeding day which is a Business Day.

On and subject to the terms and conditions of this Agreement, Purchaser agrees to purchase from the Seller, and the Seller agrees to sell, transfer, convey, and deliver to Purchaser, all of the Seller’s rights, title and interests in and to the Acquired Assets at the Closing for the consideration specified below in this Article 2, in each case, other than the Excluded Assets and free and clear of all Liens. Title to the Acquired Assets shall pass to Purchaser at the Closing Time. Notwithstanding anything to the contrary contained in this Section 2.1 or elsewhere in this Agreement, the Excluded Assets of Seller are not part of the sale and purchase contemplated hereunder, are excluded from the Acquired Assets and shall remain the property of Seller after the Closing Time.

Seller shall assign, and Purchaser shall assume, effective as of the Closing Time, only the Acquired Liabilities. To further evidence the purchase and sale of the Acquired Assets and the assumption of the Acquired Liabilities as set forth in this Section 2.2, the Parties will execute and deliver at the Closing Time a Bill of Sale, Assignment and Assumption Agreement in the form attached hereto as Exhibit C (the “Bill of Sale, Assignment and Assumption Agreement”). Notwithstanding anything to the contrary contained herein, except for the Acquired Liabilities, it is expressly understood and agreed that Purchaser shall not assume, be obligated to pay, perform or discharge, and Seller shall retain, pay, perform and discharge in due course, any claim or proceeding against, or Liabilities, contracts or any other obligations whatsoever of the Seller. In no event shall Purchaser assume, be obligated to pay, perform or discharge any Excluded Liabilities.

Purchase Price. Subject to the terms and conditions of this Agreement, and as full consideration for the sale and transfer of the Acquired Assets to Purchaser by Seller, the assignment and assumption of the Acquired Liabilities by Purchaser from Seller, the representations, warranties, covenants and agreements contemplated herein, Purchaser agrees to pay or cause to be paid to Seller an aggregate amount equal to (i) FIVE HUNDRED THOUSAND US DOLLARS ($500,000), minus (ii) ZERO US DOLLARS ($0.00), which the Parties acknowledge and agree represents the amount of any licensing fees with respect to the licensing of the Data granted by Seller after October 17, 2019 (the resulting difference, the “Purchase Price”), which Purchaser shall pay to Seller by wire transfer of immediately available funds to the account(s) designated in writing by Seller, in accordance with that certain Funds Flow Memorandum, dated as of the Closing Date, by and among the Parties and ALASKAN Seismic Ventures, LLC (the “Funds Flow Memorandum”).

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From and after the Closing, Purchaser shall have title to the Acquired Assets. Without prejudice to the foregoing generality, from and after the Closing, Purchaser will have the exclusive right to sell or license interests in the Acquired Assets to Third Parties without accounting to Seller. From and after the Closing, Seller shall not have the right to sell, license or otherwise grant any interests in the Acquired Assets to any Third Party. Following the Closing, (a) Seller will promptly, and in any event not later than seven (7) days following receipt, forward to Purchaser any payments received by Seller or any of its Affiliates with respect to the Acquired Assets, and any such checks, drafts or other instruments payable to Seller or its Affiliate will, when so delivered, bear all

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endorsements required to effectuate the transfer of the same to Purchaser, and (b) Seller will promptly forward to Purchaser any mail or other communications received by Seller or any of its Affiliates relating to the Acquired Assets or the Acquired Liabilities. Following the Closing, (i) Purchaser will promptly, and in any event not later than seven (7) days following receipt, forward to the Seller any payments received by Purchaser or any of its Affiliates with respect to the Excluded Assets, and any such checks, drafts or other instruments payable to any Purchaser or its Affiliate will, when so delivered, bear all endorsements required to effectuate the transfer of the same to Seller, and (ii) Purchaser will promptly forward to Seller any mail or other communications received by Purchaser or any of its Affiliates relating to the Excluded Assets or the Excluded Liabilities.

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Seller shall (i) be responsible for (and shall indemnify, defend, and hold harmless Purchaser against) any and all Liabilities for any sales, use, filing, recording, transfer, real estate transfer, gross receipts, registration, duty, or similar fees or taxes or governmental charges (together with any interest or penalty, addition to tax or additional amount imposed) as levied by any taxing Governmental Authority in connection with the transactions contemplated by this Agreement (collectively, “Transfer Taxes”), regardless of the Person liable for such Transfer Taxes under Applicable Law and (ii) timely file or caused to be filed all necessary documents (including all tax returns) with respect to Transfer Taxes.

Seller agrees, and shall cause its Affiliates:

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Subject to the terms of this Agreement, the title to and interest in the Acquired Assets shall remain solely with the Seller until Closing at which time title to and interest in the Acquired Assets passes to the Purchaser. Seller shall cover the cost of and shall ensure due and proper delivery of the Acquired Assets to an address of the Purchaser in Houston, Texas or Calgary, Alberta, as stipulated by the Purchaser, and shall be and continue to be a trustee for the Purchaser in respect of all Acquired Assets until the same shall have been actually delivered and received or, in the case of Acquired Assets that cannot be transferred by delivery, formally transferred or assigned to the Purchaser. Following the Closing Time, Seller shall neither access any Data being part of the Acquired Assets nor delete or cause to be deleted any data stored electronically until such time as the Purchaser in writing has confirmed complete receipt without corruption (upon receipt of which deletion of all electronic copies held by or on behalf of Seller is to be carried out and confirmed). Without limitation to the foregoing, at the Closing, Seller shall deliver to Purchaser on a USB storage device or devices any and all Data that can be delivered in electronic form, including all final processed Data. Seller may deliver field tapes to Purchaser separately following the Closing (but in no event later than fourteen (14) days following the Closing Date), to an address in Houston, Texas or Calgary, Alberta, as notified in writing by Purchaser. Any Data or field tapes delivered by Seller shall be properly labelled and accompanied by a reasonably detailed inventory. Seller shall remain liable for any risk of loss or other damage to any Acquired Assets until delivered to Purchaser in accordance with this Section 4.5. For the avoidance of doubt, insofar as conflict arises between this Section 4.5 and any other section of this Agreement, this Section 4.5 shall prevail.

EXCEPT AS MAY EXPRESSLY BE SET FORTH IN ARTICLE 3 (INCLUDING THE SCHEDULES THERETO) OF THIS AGREEMENT OR IN ANY OTHER TRANSACTION DOCUMENT, (A) SELLER DISCLAIMS AND DOES NOT MAKE ANY REPRESENTATION OR WARRANTY OF ANY KIND WHATSOEVER, EXPRESS OR IMPLIED, WITH RESPECT TO THE ACQUIRED ASSETS, ANY OF THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT OR ANY OTHER TRANSACTION DOCUMENT (INCLUDING ANY CONSENTS OR APPROVALS REQUIRED IN CONNECTION THEREWITH) OR THE CONDITION OR PROSPECTS (FINANCIAL OR OTHERWISE) OF, OR ANY OTHER MATTER INVOLVING, THE ACQUIRED ASSETS (INCLUDING WITH RESPECT TO (1) THE ACCURACY OR COMPLETENESS OF ANY INFORMATION REGARDING THE ACQUIRED ASSETS FURNISHED OR MADE AVAILABLE TO PURCHASER AND ITS REPRESENTATIVES, AND/OR (2) THAT THE ACQUIRED ASSETS ARE DELIVERED FREE OR RIGHTFUL CLAIM OF ANY THIRD PERSON AND (B) ALL OF THE ACQUIRED ASSETS TO BE TRANSFERRED OR THE ACQUIRED LIABILITIES TO BE ASSUMED OR TRANSFERRED, DIRECTLY OR INDIRECTLY, IN ACCORDANCE WITH THIS AGREEMENT OR ANY OTHER TRANSACTION DOCUMENT SHALL BE TRANSFERRED OR ASSUMED ON AN “AS IS, WHERE IS” BASIS, AND ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR OTHERWISE ARE

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HEREBY EXPRESSLY DISCLAIMED. PURCHASER, TOGETHER WITH ITS ADVISORS, HAS MADE ITS OWN INVESTIGATION OF THE ACQUIRED ASSETS AND IS NOT RELYING ON ANY WARRANTIES, EXPRESS OR IMPLIED, PROVIDED ORALLY OR CONTAINED IN ANY MATERIALS PROVIDED BY SELLER OR ANY OF ITS AFFILIATES OR ANY OF THEIR RESPECTIVE REPRESENTATIVES OR OTHERWISE (INCLUDING ANY ITEMS MADE AVAILABLE TO PURCHASER IN THE ELECTRONIC DOCUMENTATION SITE ESTABLISHED BY SELLER, OTHER THAN AS EXPRESSLY PROVIDED IN ARTICLE 3 (INCLUDING THE SCHEDULES THERETO) OF THIS AGREEMENT, IN DECIDING TO ENTER INTO THIS AGREEMENT OR THE OTHER TRANSACTION DOCUMENTS AND CLOSE THE TRANSACTIONS CONTEMPLATED HEREIN AND THEREIN. EXCEPT AS MAY BE EXPRESSLY SET FORTH IN ARTICLE 3 OF THIS AGREEMENT (INCLUDING THE SCHEDULES THERETO) OR IN ANY OTHER TRANSACTION DOCUMENT, NONE OF THE PARTIES OR ANY OTHER PERSON MAKES ANY REPRESENTATION OR WARRANTY WITH RESPECT TO ANY INFORMATION, DOCUMENTS OR MATERIAL MADE AVAILABLE IN CONNECTION WITH THE ENTERING INTO OF THIS AGREEMENT OR THE OTHER TRANSACTION DOCUMENTS OR THE CONSUMMATION OF THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, NOTHING IN THIS SECTION 4.6 SHALL LIMIT THE RIGHT OF PURCHASER TO SEEK ANY AVAILABLE REMEDY FOR INTENTIONAL FRAUD.

The representations and warranties of the Parties contained in this Agreement and contained in any document or certificate given pursuant hereto shall survive the execution and delivery of this Agreement and the Closing until the second (2nd) anniversary of the Closing Date; provided, however, that the Fundamental Representations shall survive the Closing and continue in full force and effect indefinitely. The covenants and agreements of the Parties contained in this Agreement will survive the Closing in accordance with their terms. For greater certainty, no claim for indemnification for breaches of any representation, warranty, covenant or agreement may be asserted after the expiration of the applicable survival period set forth in this Section 5.1. Any claim for indemnification not made on or prior to such date shall be irrevocably and unconditionally released and waived. So long as an indemnified party asserts a claim for indemnification under and in accordance with this Article 5 prior to the expiration of the applicable survival period set forth in this Section 5.1, such indemnified party shall be deemed to have preserved its rights to indemnification under this Article 5 regardless of when such claim is ultimately liquidated or resolved.

Subject to the other terms and conditions of this Article 5, Seller is liable for, and shall indemnify, defend and hold harmless Purchaser, its Affiliates and each of their respective directors, shareholders, officers, employees, agents and representatives (the “Purchaser Indemnified Parties”) from and against, all losses, judgments, settlements, Liabilities, claims, damages, costs and expenses (including reasonable costs of investigation, fees and expenses of attorneys, accountants,

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financial advisors and other experts, court costs and other expenses of litigation) (“Losses”) suffered, sustained, paid or incurred by any Purchaser Indemnified Party with respect to, resulting from or arising out of:

Subject to the other terms and conditions of this Article 5, Purchaser is liable for, and shall indemnify, defend and hold harmless Seller, its Affiliates and each of their respective directors, shareholders, officers, employees, agents and representatives (the “Seller Indemnified Parties”) from and against, all Losses suffered, sustained, paid or incurred by any Seller Indemnified Party with respect to, resulting from or arising out of:

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All indemnifiable Losses under this Agreement will be paid in cash in immediately available funds. The Parties agree that all indemnification amounts paid pursuant to this Article 5 constitute an adjustment to the Purchase Price for all purposes, including tax purposes. In the event any of the Purchaser Indemnified Parties are entitled to indemnifiable Losses under this Agreement or the Aklaq-Kuukpik Purchase Agreement, at Purchaser’s sole election, and without prejudice to any right it may have to proceed directly against the Seller, Purchaser shall be entitled to set off all or any part of the amount of such indemnifiable Losses for which the Seller is obligated to indemnify any such Purchaser Indemnified Party against any amounts payable by Purchaser or any of its Affiliates to Seller or any of its Affiliates under any agreement or arrangement or for any other reason. Purchaser’s exercise of its right of set-off pursuant to this Section 5.5 shall be conclusively evidenced by a notice to such effect given by Purchaser to Seller at least thirty (30) days before the set-off, which notice shall state the amount of the set-off, the reasons for it and the date on which Purchaser proposes applying such set-off. The Parties shall use commercially reasonable efforts prior to the date which Purchaser proposes applying such set-off to agree upon a resolution to any objection Seller has to such a set-off, but Purchaser may apply such proposed set-off on such proposed date if the Parties have been unsuccessful in agreeing another resolution (subject to Seller’s rights under this Agreement to dispute such set-off).

EXCEPT FOR INTENTIONAL FRAUD CLAIMS, FROM AND AFTER THE CLOSING, THE REMEDIES OF THE PARTIES SPECIFICALLY PROVIDED FOR BY THIS ARTICLE 5 SHALL BE THE SOLE AND EXCLUSIVE REMEDIES OF THE PARTIES FOR ALL MATTERS ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE TRANSACTION DOCUMENTS AND THE TRANSACTIONS CONTEMPLATED HEREBY AND THEREBY, OR OTHERWISE RELATING TO THE ACQUIRED ASSETS; PROVIDED, HOWEVER, THAT NOTHING HEREIN SHALL LIMIT A PARTY’S RIGHT TO SEEK SPECIFIC PERFORMANCE OR INJUNCTIVE RELIEF IN CONNECTION WITH ANOTHER PARTY’S OBLIGATIONS UNDER THIS AGREEMENT, IT BEING ACKNOWLEDGED THAT MONETARY DAMAGES DUE TO THE NON-DEFAULTING PARTY IN SUCH CASE MAY NOT BE ADEQUATELY DETERMINED AT LAW.

THE FOREGOING INDEMNITIES ARE INTENDED TO BE ENFORCEABLE AGAINST THE PARTIES IN ACCORDANCE WITH THE EXPRESS TERMS AND SCOPE THEREOF, NOTWITHSTANDING ANY EXPRESS NEGLIGENCE RULE, DOCTRINE RELATING TO INDEMNIFICATION FOR STRICT LIABILITY OR ANY SIMILAR DIRECTIVE THAT WOULD PROHIBIT OR OTHERWISE LIMIT INDEMNITIES BECAUSE OF THE NEGLIGENCE (WHETHER SOLE, CONCURRENT, ACTIVE OR PASSIVE) OR OTHER

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FAULT OR STRICT LIABILITY OF ANY OF THE INDEMNIFIED PARTIES. TO THE EXTENT THAT A PURCHASER INDEMNIFIED PARTY MAKES ANY CLAIMS AGAINST THE SELLER UNDER THE PROVISIONS OF THIS ARTICLE 5, THE SELLER MAY NOT ASSERT AND HEREBY EXPRESSLY WAIVES AS A DEFENSE, COUNTERCLAIM, OR OTHERWISE THAT PURCHASER HAS BEEN NEGLIGENT IN CONDUCTING ITS DUE DILIGENCE RELATING TO ANY ASPECT OF SELLER OR THE ACQUIRED ASSETS. THE RIGHT TO INDEMNIFICATION IN ACCORDANCE WITH THE PROVISIONS OF THIS ARTICLE 5 WILL NOT BE AFFECTED BY ANY INVESTIGATION CONDUCTED WITH RESPECT TO, OR ANY KNOWLEDGE ACQUIRED (OR CAPABLE OF BEING ACQUIRED) AT ANY TIME, WHETHER BEFORE OR AFTER THE CLOSING DATE, WITH RESPECT TO THE ACCURACY OR INACCURACY OF OR COMPLIANCE WITH, ANY REPRESENTATION, WARRANTY, COVENANT OR OBLIGATION SET FORTH IN THIS AGREEMENT OR IN ANY TRANSACTION DOCUMENT. THE OBLIGATIONS OF THE PARTIES HEREUNDER ARE NOT CONTINGENT UPON THE ASSERTION OF A CLAIM, DIRECTIVE, ACTION, OR PROCEEDING BY A GOVERNMENTAL AUTHORITY OR THIRD PARTY.

The Closing shall take place at the offices of Purchaser at the Closing Time, or at such other time and place as may be mutually agreed to by the Parties.

At Closing, Seller shall deliver, or cause to be delivered, to Purchaser:

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At Closing, Purchaser shall deliver the following to Seller:

The Parties to this Agreement shall take, or shall cause to be taken, such actions and execute and deliver such documents after the Closing as are necessary, proper or advisable under Applicable Law to fully execute documents and to complete the Closing and to more fully carry out the intent of this Agreement.

This Agreement (including the schedules and exhibits hereto) represents the entire understanding and agreement between the Parties with respect to the subject matter hereof and can be amended, supplemented or changed, and any provision hereof can be waived, only by written instrument making specific reference to this Agreement signed by the Party against whom enforcement of any such amendment, supplement, modification or waiver is sought. No action taken pursuant to this Agreement, including without limitation, any investigation by or on behalf of any Party, shall be deemed to constitute a waiver by the party taking such action of compliance with any representation, warranty, covenant or agreement contained herein. The waiver by any Party of a breach of any provision of this Agreement shall not operate or be construed as a further or continuing waiver of such breach or as a waiver of any other or subsequent breach. No failure on the part of any party to exercise, and no delay in exercising, any right, power or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of such right, power or remedy by such party preclude any other or further exercise thereof or the exercise of any other right, power or remedy. All remedies hereunder are cumulative and are not exclusive of any other remedies provided by law.

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All notices and other communications under this Agreement shall be in writing and shall be deemed given (i) when delivered personally by hand (with written confirmation of receipt), (ii) when sent by facsimile (with written confirmation of transmission) or (iii) one Business Day following the day sent by overnight courier (with written confirmation of receipt), in each case at the following addresses (or to such other address as a party may have specified by notice given to the other party pursuant to this provision):

If to Seller, to:

SAExploration, Inc.,

1160 Dairy Ashford Road, Suite 160

Houston, Texas 77079

Attn: Michael Faust

with copies to (which shall not constitute notice):

Porter Hedges LLP

1000 Main Street, 36th Floor

Houston, TX 77002

Attn: E. James Cowen

If to Purchaser, to:

TGS-NOPEC Geophysical Company ASA

Lensmannslia 4

N-1386

Asker, Norway

Attn: Chief Financial Officer

with copies to (which shall not constitute notice):

TGS-NOPEC Geophysical Company

10451 Clay Road

Houston, TX 77041

Attn: General Counsel

and

Locke Lord LLP

600 Travis, Suite 2800

Houston, TX 77002

Attn: Scott Arrington

Each Party shall provide the other with a reasonable opportunity to review and comment on any public announcement with respect to this Agreement. The foregoing shall not limit any announcement by any Party as may be required by Applicable Law or the rules or regulations of any applicable United States securities exchange or other Governmental Authority to which the relevant Party is subject or submits, provided that such Party uses its commercially reasonable efforts to consult with the other Parties before making any such announcement. Nothing in this Section 7.3 shall limit the provisions of Section 4.4.

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This Agreement is binding upon and inures to the benefit of the Parties hereto and their respective successors and assigns. No assignment of this Agreement or of any rights or obligations hereunder may be made by Seller or Purchaser (by operation of law or otherwise) without the prior written consent of the other Parties hereto and any attempted assignment without the required consents shall be void; provided, however, that Purchaser may assign this Agreement and any or all rights or obligations hereunder (including, without limitation, Purchaser’s rights to purchase the Acquired Assets) to any Affiliate of Purchaser. Notwithstanding the foregoing, Purchaser acknowledges that Seller has collaterally assigned to its lenders and noteholders, or to the administrative agents, collateral agents or indenture trustee acting on behalf of such lenders and noteholders (or their successors and assigns, collectively, the “Permitted Assignees”), all of Seller’s rights to collect any amounts payable to Seller under this Agreement and any remedies associated with such rights (and Purchaser consents to the foregoing), it being understood that any such assignment will not relieve Seller from its obligations hereunder and that any such enforcement by the Permitted Assignees will be in accordance with, and subject to, the terms and provisions of this Agreement in the same manner as same would be applicable to Seller.

Seller and Purchaser covenant and agree that each shall bear their own expenses incurred in connection with the preparation and execution of this Agreement and the completion of the transactions contemplated by this Agreement including, but not limited to, all compensation and expenses of legal counsel, financial advisors, consultants and independent accountants.

Each Party agrees that the electronic signatures, whether digital or encrypted, of the Parties included in this Agreement are intended to authenticate this writing and to have the same force and effect as manual signatures. Electronic signature means any electronic sound, symbol or process attached to or logically associated with a record and executed and adopted by a Party with the intent to sign such record, including facsimile or e-mail electronic signatures.

This Agreement, any dispute or matter arising out of or in connection with this Agreement, the other Transaction Documents or the transactions contemplated hereby or thereby, including all claims or causes of action (whether in contract or tort), or the negotiation, execution or performance hereof or thereof, and the legal relationship among the Parties, shall, in all respects, be subject to and be interpreted, construed and enforced in accordance with and under the laws of the State of Texas, including such Applicable Laws relating to applicable statutes of limitation and burdens of proof and available remedies, regardless of the Applicable Laws that might otherwise govern under principles of conflict of laws thereof, and shall, in all respects, be treated as a contract made in Texas. Each Party hereby irrevocably submits to the exclusive jurisdiction of the state courts located in Harris County, Texas and to the federal courts of the Southern District of Texas,

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Houston Division and all courts of appeal therefrom in respect of all matters arising out of or in connection with this Agreement, the other Transaction Documents or the transactions contemplated hereby or thereby, and each Party waives any objection that such courts are an inconvenient forum. EACH PARTY HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY ACTION DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT, THE OTHER TRANSACTION DOCUMENTS OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY.

If any term or provision of this Agreement is illegal, invalid or unenforceable, then that term or provision is deemed deleted from this Agreement. That deletion does not affect the legality, validity or enforceability of the rest of this Agreement.

This Agreement may be executed in one or more counterparts, each of which will be deemed to be an original copy of this Agreement and all of which, when taken together, will be deemed to constitute one and the same agreement.

[SIGNATURES APPEAR ON THE FOLLOWING PAGE]

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SIGNED:

[SIGNATURE PAGE TO ASSET PURCHASE AGREEMENT]

Exhibit 10.3

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”).

PRELIMINARY STATEMENTS:

(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 Seller’s 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 Seller’s Pro Rata Share (with respect to each Seller,

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such amount is referred to as such Seller’s “Payment Obligation”). Each Reimbursing Seller must pay any Payment Obligation due to the Paying Seller within ten (10) days of receipt of notice from the Paying Seller of the making of a Seller Payment. Any Seller who fails to pay his Payment Obligation with respect to a Seller Payment is hereafter referred to as a “Deficient Seller”.

(b) Interest. The Payment Obligation of a Deficient Seller shall accrue interest at an annual rate of ten percent (10%) from its due date until paid in full, and the Deficient Seller shall be responsible for the payment and/or reimbursement of all costs and expenses, including attorneys’ fees, incurred by the other Seller in connection with their enforcement of the duties and obligations set forth in this Section 2.

3. Proceeds. The Sellers agree that SAE will credit $14,500,000 of the proceeds that it receives from the Purchaser pursuant to the Purchase Agreement on the Closing Date towards outstanding amounts owed to SAE by ASV. The Sellers further agree that SAE will also credit up to $5,000,000 of the proceeds that it receives from the Purchaser pursuant to the Purchase Agreement for the Earn-Out, if and when received by SAE, towards outstanding amounts owed to SAE by ASV. ASV agrees and acknowledges that it will not receive any cash payment with respect to the proceeds credited towards outstanding amounts owed by ASV to SAE under this Section 3.

4. Alaska Tax Credits. Sellers agree that they shall take, or shall cause to be taken, such actions and execute and deliver such documents after the Closing as are necessary, proper or advisable under Applicable Law: (i) such that $175,000 of the Alaska tax credits issued to ASV will be used to pay Alaska production tax due on the sale of the CRD surveys pursuant to the CRD Purchase Agreement, (ii) to effect the withdrawal of the Alaska tax credit certificates issued under Section 43.55.023 of the Alaska Statutes with respect to the Aklaq survey, and (iii) such that $171,354 of the Alaska tax credits issued to ASV will be used to repay the State of Alaska for the Alaska tax credits previously used with respect to the Franklin Bluffs survey to pay Alaska production tax upon the withdrawal of the Alaska tax credit certificates issued under Section 43.55.023 of the Alaska Statutes with respect to the Franklin Bluffs survey.

5. Representations and Warranties. Each Seller hereto represents and warrants to each other Seller and to its respective successors and assigns that:

(a) The representations and warranties made by such Seller in the Purchase Agreement are true and correct.

(b) The execution, delivery, and performance by such Seller of this Agreement is within such Seller’s powers, has been duly authorized by all necessary action, requires no action by or in respect of, or filing with, any governmental body, agency or official and does not contravene, or constitute a default in any material respect under, any provision of applicable law or regulation or of any agreement, judgment, injunction, order, decree or other instrument binding upon such Seller or result in the creation or imposition of any lien on any asset of such Seller.

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(c) This Agreement constitutes a legal, valid, and binding agreement of such Seller, enforceable against such Seller in accordance with its terms.

6. Miscellaneous.

(a) No failure or delay by any Seller in exercising any right, power or privilege hereunder shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power or privilege. The rights and remedies herein provided shall be cumulative and non-exclusive of any rights or remedies provided by law.

(b) This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and permitted assigns. No party may assign any of its rights or obligations hereunder without the prior written consent of the other parties hereto, which consent shall not be unreasonably conditioned, withheld or delayed. No assignment shall relieve the assigning party of any of its obligations hereunder.

(c) In the event of an inconsistency between the provisions of this Agreement and the Purchase Agreement, the provisions of this Agreement shall be controlling as between the Sellers. Notwithstanding any terms of the Purchase Agreement to the contrary, this Agreement shall not be superseded by the Purchase Agreement, and shall continue in full force and effect on and after the Closing Date.

(d) Any provision of this Agreement may be amended or waived if, but only if, such amendment or waiver is in writing and is signed by the parties hereto.

(e) This Agreement, any dispute or matter arising out of or in connection with this Agreement, or the transactions contemplated hereby, including all claims or causes of action (whether in contract or tort), or the negotiation, execution or performance hereof, and the legal relationship among the parties, shall, in all respects, be subject to and be interpreted, construed and enforced in accordance with, the internal laws of the State of Texas, excluding its conflicts of laws provisions and shall, in all respects, be treated as a contract made in Texas. Each Party hereby irrevocably submits to the exclusive jurisdiction of the state courts located in Harris County, Texas and to the federal courts of the Southern District of Texas, Houston Division and all courts of appeal therefrom in respect of all matters arising out of or in connection with this Agreement, the other Transaction Documents or the transactions contemplated hereby or thereby, and each Seller waives any objection that such courts are an inconvenient forum. EACH SELLER HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY ACTION DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

(f) This Agreement may be signed in any number of counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument. This Agreement may be signed by facsimile or by email in portable document format (PDF).

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(g) ASV acknowledges that SAE has collaterally assigned to its lenders and noteholders, or to the administrative agents, collateral agents or indenture trustee acting on behalf of such lenders and noteholders (or their successors and assigns, collectively, the “Permitted Assignees”), all of SAE’s rights to collect any amounts payable to SAE under this Agreement and any remedies associated with such right (and ASV consents to the foregoing), it being understood that any such assignment will not relieve SAE from its obligations hereunder and that any such enforcement by the Permitted Assignees will be in accordance with, and subject to, the terms and provisions of this Agreement in the same manner as same would be applicable to SAE.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK; SIGNATURE PAGE FOLLOWS]

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IN WITNESS WHEREOF, the Sellers hereto have caused this Agreement to be duly executed as of the date and year first above written.

[SIGNATURE PAGE TO SELLERS SIDE LETTER AGREEMENT]

EXHIBIT A

TO

SELLERS SIDE LETTER AGREEMENT

Exhibit 10.4

Execution Version

AMENDMENT NO. 6 TO

THIRD AMENDED AND RESTATED CREDIT AND SECURITY AGREEMENT AND CONSENT

This AMENDMENT NO. 6 TO THIRD AMENDED AND RESTATED CREDIT AND SECURITY AGREEMENT AND CONSENT (this “Amendment”) dated as of January 10, 2020, is entered into among SAExploration, Inc., a Delaware corporation (the “Borrower”), the Guarantors party hereto and the Lenders party hereto.

W I T N E S S E T H:

WHEREAS, reference is made to 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 immediately prior to the effectiveness of this Amendment, the “Agreement”). Capitalized terms used herein and not otherwise defined herein shall have the meanings ascribed to them in the Agreement (as amended by this Amendment);

WHEREAS, the Borrower has requested that the Required Lenders (i) consent to (A) the sale of certain assets by Borrower and Alaska Seismic Ventures, LLC (“ASV”) to TGS NOPEC Geophysical Company ASA (“TGS”) pursuant to that certain Asset Purchase Agreement by and among Borrower, ASV and TGS (such Asset Purchase Agreement, in the form attached to the Officer’s Certificate (as defined below) on the date hereof, the “Aklaq-Kuukpik APA”; together with the other agreements, instruments and documents executed in connection therewith, collectively, the “Aklaq-Kuukpik Purchase Documents”; such sale in accordance with the Aklaq-Kuukpik APA and the other Aklaq-Kuukpik Purchase Documents, the “Aklaq-Kuukpik Asset Sale”), (B) the sale of certain assets by Borrower to TGS pursuant to that certain Asset Purchase Agreement by and between Borrower and TGS (such Asset Purchase Agreement, in the form attached to the Officer’s Certificate on the date hereof, the “CRD APA”; together with the other agreements, instruments and documents executed in connection therewith, the “CRD Purchase Documents” and together with the Aklaq-Kuukpik Purchase Documents, the “Purchase Documents”; such sale in accordance with the CRD APA and CRD Purchase Documents, the “CRD Asset Sale”) and (C) the use of up to $355,000 of Alaska Tax Credits to offset the taxes due to the State of Alaska as a result of the sales consummated pursuant to the Purchase Documents and the withdrawal of certain Alaska Tax Credits or applications for certain Alaska Tax Credits in connection with the consummation of the Aklaq-Kuukpik Asset Sale and CRD Asset Sale (such use and withdrawal of Alaska Tax Credits (and/or applications therefor), collectively, the “Permitted Use of Alaska Tax Credits”), (D) the entry into and performance by the Borrower of its obligations under that certain Sellers Side Letter Agreement between Borrower and ASV, which includes agreements to take actions regarding certain Alaska Tax Credits and to credit amounts owed to Borrower by ASV, subject to the terms and conditions therein (such transactions, collectively, the “Sellers Arrangements”), and, and (ii) agree to amend the Agreement to allow for the Aklaq-Kuukpik Asset Sale, the CRD Asset Sale, the Permitted Use of Alaska Tax Credits, and the Sellers Arrangements (collectively, the “Transactions”); and

WHEREAS, the Required Lenders have agreed to consent to the Transactions and so amend the Agreement, in each case, in accordance with the terms and conditions set forth in this Amendment.

NOW, THEREFORE, in consideration of the premises and for other good and valuable consideration (the receipt and sufficiency of which is hereby acknowledged), the parties hereto hereby agree as follows:

1. Consents

Notwithstanding anything in the Agreement or the other Loan Documents to the contrary, the Loan Parties agree to clauses (a) and (d) of this Section 1 and by delivering its signature hereto and the Required Lenders agree and consent to clauses (a) through (d) below, in each case, as follows:

a) Consent to Transactions. The Required Lenders hereby consent to the consummation of the Transactions provided that (w) the Aklaq-Kuukpik Asset Sale and the CRD Asset Sale are consummated in accordance with the Aklaq-Kuukpik APA, the CRD APA and the other Purchase Documents (as applicable), (x) the Permitted Use of Alaska Tax Credits shall be limited to the withdrawal of outstanding Alaska tax credit applications or certificates covering the Aklaq survey under State of Alaska statute 43.55.023 or 43.55.025 for not more than $30,000,000 in the aggregate, and the use of certain Alaska Tax Credits to satisfy tax liabilities generated from the Aklaq-Kuukpik Asset Sale, CRD Asset Sale and/or Sellers Arrangements in an amount which does not exceed $355,000 in the aggregate, (y) the Borrower receives at least $15,000,000 in the aggregate (“Closing Date Payment”) of consideration from TGS upon the closing of the Aklaq-Kuukpik Asset Sale and CRD Asset Sale on the Closing Date (as defined in the Aklaq-Kuukpik APA) and is eligible to receive up to $5,000,000 of Earn Outs (as defined in the Aklaq-Kuukpik APA) after the Closing Date (as defined in the Aklaq-Kuukpik APA) (collectively “Earnout Payments”) pursuant to the Aklaq-Kuukpik APA (the Closing Date Payment and Earnout Payments, collectively, the “Purchase Agreement Payments”), and such Purchase Agreement Payments are promptly deposited into the Collection Account or another Deposit Account of a Loan Party that is subject to a Control Agreement and not an Excluded Account, and (z) the Borrower shall comply with the procedures for offering to prepay and prepaying all of the Net Proceeds from the Aklaq-Kuukpik Asset Sale and CRD Asset Sale (including without limitation, the Net Proceeds from the Closing Date Payment and Earnout Payments) set forth in Section 2.5(c) of the Agreement provided that (I) the Net Proceeds of the Closing Date Payment shall equal at least $14,500,000, (II) the Net Proceeds from each Earnout Payment shall equal one hundred percent (100%) of such Earnout Payment received by Borrower, (III) whether or not a Default or an Event of Default is continuing at any time, none of such Net Proceeds from the Purchase Agreement Payments may be reinvested by the Loan Parties in accordance with Section 2.5(c) unless there are Net Proceeds from the Purchase Agreement Payments remaining after, first, offers to prepay the Loans in accordance with Section 2.5(c) of the Agreement from the Net Proceeds from each Purchase Agreement Payment have been made and the pro rata share of the applicable Net Proceeds applied to the Loans of the accepting Lenders, second, offers to prepay the Term Loan Obligations have been made in accordance with the Term Documents from the Net Proceeds from each Purchase Agreement Payment and the applicable Net Proceeds applied to the Term Loan Obligations of the accepting Term Lenders in accordance with the Term Documents and third, offers to redeem the Convertible Notes have been made in accordance with the Convertible Notes Documents from the Net Proceeds from each Purchase Agreement Payment and the applicable Net Proceeds applied to the Convertible Notes of the accepting Convertible Notes Noteholders in accordance with the Convertible Notes Documents, and (IV) none of the $250,000 basket referenced in Section 2.5(c) of the Agreement can be used with respect to either the Aklaq-Kuukpik Asset Sale or the CRD Asset Sale which, in the absence of this clause (IV), would have allowed the Borrower not to prepay up to $250,000 of Net Proceeds from either the Aklaq-Kuukpik Asset Sale or the CRD Asset Sale. For the avoidance of doubt, (i) no Indebtedness shall be permitted to be incurred pursuant to clause (p) of the definition of “Permitted Indebtedness” with respect to the Permitted Use of Alaska Tax Credits, and (ii) none of the notice

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requirements set forth in Section 2.5(e) with respect to the Alaska Tax Credits shall be applicable with respect to the Permitted Use of Alaska Tax Credits. To the extent constituting an encumbrance (and not a lien, mortgage or security interest) on the ROFR Assets (as defined in the Aklaq-Kuukpik APA), the Required Lenders agree that the ROFR (as defined in the Aklaq-Kuukpik APA) shall be permitted under Section 7.2 of the Agreement. Borrower agrees to comply with the procedures for offering to prepay and prepaying all of the Net Proceeds from any sale of the ROFR Assets in accordance with Section 2.5(c) of the Agreement provided that (i) whether or not a Default or an Event of Default is continuing at any time, none of such Net Proceeds from the ROFR Assets- may be reinvested by the Loan Parties in accordance with Section 2.5(c) unless and until all prepayments and/or redemptions have been offered and applied in accordance with, as applicable, this Agreement, the Term Documents and the Convertible Note Documents, (ii) none of the $250,000 basket referenced in Section 2.5(c) of the Agreement can be used with respect to any sale of the ROFR Assets which, in the absence of this clause (ii), would have allowed the Borrower not to prepay up to $250,000 of Net Proceeds from the sale of the ROFR Assets and (iii) nothing in this sentence or any other provision of this Amendment shall be construed to constitute a consent or an agreement to consent to the sale of the ROFR Assets (as defined in the Aklaq-Kuukpik APA).

b) Amendment of Agreement. The Required Lenders hereby agree to the amendments to the Agreement set forth in this Amendment.

c) Amendment of Term Credit Agreement and Convertible Notes. The Required Lenders hereby consent and agree to the amendment to the Term Credit Agreement and the supplement to Convertible Notes Indenture, in each case, executed on the date hereof (and delivered to the Lenders contemporaneously with the execution of this Amendment on the date hereof) (and all amendments set forth therein).

d) New Event of Default. Failure to comply with any provision set forth in this Amendment shall constitute an immediate Event of Default without notice or grace.

2. Partial Release of Liens. The Required Lenders hereby direct the Agent, upon receipt of the Officer’s Certificate without any further investigation or diligence of any kind by the Agent, to (i) execute and deliver to Borrower’s counsel the partial release of liens (“Aklaq-Kuukpik Partial Release of Liens”), a form of which is attached hereto as Exhibit A, to release the Liens granted to or held by the Agent upon any Collateral constituting Released Assets (as defined in the Aklaq-Kuukpik Partial Release of Liens) sold in accordance with the terms of the Aklaq-Kuukpik APA and the other Aklaq-Kuukpik Purchase Documents and (ii) execute and deliver to Borrower’s counsel the partial release of liens (“CRD Partial Release of Liens”; together with the Aklaq-Kuukpik Partial Release of Liens, the “Partial Releases of Liens”), a form of which is attached hereto as Exhibit B, to release the Liens granted to or held by the Agent upon any Collateral constituting Released Assets (as defined in the CRD Partial Release of Liens) sold in accordance with the terms of the CRD APA and the other CRD Purchase Documents. Although not a party hereto, the Agent shall be permitted to rely on this Section 2.

3. Amendment of Purchase Documents. Each of the Loan Parties hereby confirms, ratifies, covenants, and agrees that after the Sixth Amendment Effective Date, the Loan Parties shall not enter into any amendment to any Purchase Documents that would adversely affect (i) the Closing Date Payment or the terms of the Earnout Payment or (ii) the Lenders (for the avoidance of doubt, delaying or reducing either of such payments shall be deemed adverse to Lenders) without the prior written approval of the Required Lenders, in Required Lenders’ sole and absolute discretion.

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4. Amendment of Agreement. Effective as of the Sixth Amendment Effective Date, the Required Lenders, the Borrower, and each of the Guarantors hereby agree that the following defined terms are added to Schedule 1.1A to the Agreement in the appropriate alphabetical order:

“Sixth Amendment” means that certain Amendment No. 6 to Third Amended and Restated Credit and Security Agreement and Consent, dated as of January 10, 2020, among the Borrower, the Guarantors party thereto and the Lenders party thereto.

“Sixth Amendment Effective Date” shall mean January 10, 2020, subject to the satisfaction of the conditions to effectiveness set forth in Section 5 of the Sixth Amendment.

5. Conditions Precedent to Effectiveness of this Amendment. The effectiveness of this Amendment, are subject to the fulfillment, to the satisfaction of, or waiver by the Required Lenders of each of the following:

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

b) the Required Lenders shall have received (i) the Aklaq-Kuukpik APA and the CRD APA, each, duly executed and delivered by the parties thereto and (ii) each of the other Purchase Documents, in each case, in form and substance reasonably satisfactory to the Required Lenders, duly executed and delivered by the parties thereto;

c) the Agent and Required Lenders shall have received an officer’s certificate from an Authorized Person of Borrower, in form and substance reasonably satisfactory to the Agent (at the direction of the Required Lenders) and the Required Lenders (the “Officer’s Certificate”), (A) confirming (i) the authority of the Agent to release the Agent’s Liens from the Collateral constituting Released Assets (as defined in the Aklaq-Kuukpik Partial Release of Liens) pursuant to Aklaq-Kuukpik Partial Release of Liens and the Released Assets (as defined in the CRD Partial Release of Liens) pursuant to the CRD Partial Release of Liens , (ii) satisfaction of the conditions to effectiveness set forth in Section 5 of this Amendment, (iii) the consummation of the Aklaq-Kuukpik Asset Sale in accordance with the Aklaq-Kuukpik Purchase Documents and (iv) the consummation of the CRD Asset Sale in accordance with the CRD Purchase Documents, (B) affirming that the conditions precedent (g) and (h) in Section 5 of this Amendment have been satisfied, and (C) attaching (i) a true, complete, correct and final executed copy of the Aklaq-Kuukpik APA and (ii) a true, complete, correct and final executed copy of the CRD APA;

d) the Required Lenders shall have received evidence from the Borrower that the execution, delivery and performance of this Amendment by the Borrower and the Guarantors has been duly authorized by all necessary corporate action, including without limitation the approval of the Board of Directors or the Board of Managers of the Borrower and the Guarantors, as applicable;

e) the Borrower shall have received all consents and amendments under the Term Credit Agreement and the Convertible Notes Indenture necessary to permit the Transactions, each, duly executed and delivered by the parties thereto;

f) the Forbearance Agreement dated as of September 23, 2019, among the Borrower, the Guarantors, and the Forbearing Lenders (as defined therein) (as amended, modified, supplemented and in effect immediately prior to the effectiveness of this Amendment, the “Forbearance Agreement”) shall be in full force and effect, and no Termination Event (as defined therein) shall have occurred thereunder (it being agreed that the Agent and Lenders may assume the Forbearance Agreement is in full force and effect unless it has received written notice to the contrary from the Supermajority Lenders);

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g) after giving effect to this Amendment, no Default or Event of Default (other than the Existing Defaults (as defined in the Forbearance Agreement) and the Potential Defaults (as defined in the Forbearance Agreement)) shall have occurred and be continuing on the date of such Sixth Amendment Effective Date, nor shall either result from the execution of the Purchase Documents and/or the consummation of the Transactions;

h) the representations and warranties of Borrower and each other Loan Party or its Subsidiaries contained in the Agreement and in the other Loan Documents shall be true and correct in all material respects (except as affected or impacted by the Ongoing Material Events (as defined below) and except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof) (i) on and as of the date of the Sixth Amendment Effective Date, as though made on and as of such date (except to the extent that such representations and warranties relate solely to an earlier date, in which case such representations and warranties shall continue to be true and correct as of such earlier date) and (ii) after giving effect to the Transactions;

i) [Reserved];

j) the Borrower shall have paid all costs and expenses of the Agent and Lenders (i) incurred by or on behalf of the Agent or Lenders (including reasonable attorneys’ fees and expenses of Brown Rudnick LLP, Paul, Weiss, Rifkind, Wharton & Garrison LLP and Shipman & Goodwin LLP) arising under or in connection with the preparation, execution and delivery of this Amendment, the Amendment to Ship Mortgage (as defined below) and the Partial Releases of Liens, and (ii) invoiced and outstanding on the date hereof; and

k) the Agent shall have received a fully executed copy of an Amendment to the Preferred Ship Mortgage duly executed by SAExploration Seismic Services (US), LLC, a copy of which is attached hereto as Exhibit C (the “Amendment to Ship Mortgage”).

For purposes of determining compliance with the conditions specified in this Amendment each Lender party to this Amendment shall be deemed to have consented to, approved or accepted or to be satisfied with each document or other matter required hereunder to be consented to or approved by or acceptable or satisfactory to the Lenders by the Sixth Amendment Effective Date unless the Required Lenders shall have received written notice from such Lender prior to the Sixth Amendment Effective Date specifying its objection thereto. For purposes of this Amendment, “Ongoing Material Events” means (i) all of the Existing Defaults as defined in the Forbearance Agreement, (ii) all of the Potential Defaults as defined in the Forbearance Agreement, (iii) all activities related to completing the pending full restatement of the audited financial statements of the Parent and its subsidiaries in compliance with GAAP and SEC rules and regulations, and (iv) any activities and matters related to the Existing Defaults and Potential Defaults currently being undertaken or overseen by the Special Committee of the Parent’s Board of Directors.

6. 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 this Amendment is permitted under the Agreement and is not prohibited by the terms of the Existing Intercreditor Agreement or the New Intercreditor Agreement or the Junior Documents (as defined in the Existing Intercreditor Agreement and the New Intercreditor Agreement).

7. Forbearance. The Borrower and the Guarantors acknowledge the continued existence of the Existing Defaults and Potential Defaults. The Borrower and the Guarantors further acknowledge and agree that the Lenders are not in any way agreeing to waive such Existing Defaults or Potential Defaults as a result of this Amendment or the performance by the parties of their respective obligations hereunder. All of the Secured Parties’ rights and remedies under the Agreement, the Forbearance Agreement and the other Loan Documents are expressly reserved.

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8. Representations and Warranties. Each of the Loan Parties hereby represents and warrants that the execution and delivery of this Amendment, the Amendment to Ship Mortgage and the Purchase Documents and, after giving effect to the amendments contained in this Amendment and the Amendment to Ship Mortgage, the performance by each of them of their respective obligations under the Agreement, the Amendment to Ship Mortgage and the Purchase Documents, 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, this Amendment, the Amendment to Ship Mortgage 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), and Borrower has furnished to Lenders a true, complete and accurate copy of the Purchase Documents.

9. 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.

10. 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.

11. Direction; Indemnity. Each of the Lenders party hereto hereby (i) authorizes and directs the Agent to execute and deliver the Amendment to Ship Mortgage and the Partial Releases of Liens, and any documents requested by the Borrower and the Lenders and to perform its duties hereunder and thereunder on behalf of the Secured Parties, in each case in accordance with the terms and conditions set forth in this Amendment, and (ii) acknowledges and agrees that the foregoing directed action constitutes a direction from the Lenders under Article 17 of the Agreement, including, without limitation, Section 17.1 and Section 17.3 of the Agreement. The Borrower, the Guarantors party hereto and the Lenders party hereto expressly agree and confirm that the Agent’s right to indemnification, as set forth in Section 11.3 and Section 17.5 of the Agreement shall apply with respect to any and all losses, claims, liabilities costs and expenses that the Agent suffers, incurs or is threatened with relating to actions taken or omitted by the Agent (in accordance with the Agreement) in connection with this Amendment, the Amendment to Ship Mortgage, the Partial Releases of Liens and any other documents contemplated hereby. Although not a party hereto, the Agent shall be permitted to rely on this Section 11.

12. 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.

13. Guarantors Consent and Acknowledgement. The Guarantors, for value received, hereby consent to the Borrower’s execution and delivery of this Amendment and the Amendment to Ship Mortgage, the Agent’s execution of the Partial Releases of Liens and the performance by the Borrower of its agreements and obligations hereunder. This Amendment, the Amendment to Ship Mortgage, the Partial Releases of Liens and the performance or consummation of any transaction that

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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.

14. Reaffirmation. In each case, except as modified by this Amendment and the Partial Releases of Liens, each of the Loan Parties hereby (i) acknowledges and agrees that all of its pledges, grants of security 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 Sixth Amendment 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.

15. Release. The Borrower and the Loan Parties (collectively, the “Releasing Parties”) hereby release, acquit and forever discharge the Agent, the Lenders 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 on or prior to the date hereof that relate to the Agreement, the other Loan Documents, this Amendment, the Purchase Documents 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, (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 or (c) the Transactions.

16. Expenses. The Loan Parties hereby acknowledge and agree that their obligations to pay the Expenses pursuant to Section 19.9 of the Agreement include, without limitation, all reasonable and documented out-of-pocket fees and disbursements of each of (a) Brown Rudnick LLP in its capacity as counsel to certain of the Lenders, and (b) Paul, Weiss, Rifkind, Wharton & Garrison LLP in its capacity as counsel to certain of the Lenders, in each case in connection with or as a result of or related to the execution and delivery, enforcement, performance, or administration (including any restructuring, forbearance or workout with respect thereto) of the Agreement, this Amendment, any of the other Loan Documents and the transactions related to the Loan Documents or the monitoring of compliance by Borrower and each Loan Party and each of its Subsidiaries with the terms of the Loan Documents.

17. Agent Makes No Representation. The Agent makes no representation as to the validity, enforceability or sufficiency of this Amendment or the statements made in the recitals, all of which are statements of the Company and/or the Lenders, respectively.

18. Third Party Beneficiary. The Agent is an express third party beneficiary of this Amendment.

[Signature Pages Follow]

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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. 6 to Third Amended and Restated Credit and Security Agreement and Consent]

[Signature Page to Amendment No. 6 to Third Amended and Restated Credit and Security Agreement and Consent]

[Signature Page to Amendment No. 6 to Third Amended and Restated Credit and Security Agreement and Consent]

[Signature Page to Amendment No. 6 to Third Amended and Restated Credit and Security Agreement and Consent]

[Signature Page to Amendment No. 6 to Third Amended and Restated Credit and Security Agreement and Consent]

[Signature Page to Amendment No. 6 to Third Amended and Restated Credit and Security Agreement and Consent]

[Signature Page to Amendment No. 6 to Third Amended and Restated Credit and Security Agreement and Consent]

[Signature Page to Amendment No. 6 to Third Amended and Restated Credit and Security Agreement and Consent]

Exhibit 10.5

Execution Version

AMENDMENT NO. 10 TO

TERM LOAN AND SECURITY AGREEMENT AND CONSENT

This AMENDMENT NO. 10 TO TERM LOAN AND SECURITY AGREEMENT AND CONSENT (this “Amendment”) dated as of January 10, 2020, is entered into among SAExploration Holdings, Inc., a Delaware corporation (the “Borrower”), the Guarantors party hereto and the Lenders party hereto.

W I T N E S S E T H:

WHEREAS, reference is made to 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 immediately prior to the effectiveness of this Amendment, the “Agreement”). Capitalized terms used herein and not otherwise defined herein shall have the meanings ascribed to them in the Agreement (as amended by this Amendment);

WHEREAS, the Borrower has requested that the Required Lenders (i) consent to (A) the sale of certain assets by SAExploration, Inc. and Alaska Seismic Ventures, LLC (“ASV”) to TGS NOPEC Geophysical Company ASA (“TGS”) pursuant to that certain Asset Purchase Agreement by and among SAExploration, Inc., ASV and TGS (such Asset Purchase Agreement, in the form attached to the Officer’s Certificate (as defined below) on the date hereof, the “Aklaq-Kuukpik APA”; together with the other agreements, instruments and documents executed in connection therewith, collectively, the “Aklaq-Kuukpik Purchase Documents”; such sale in accordance with the Aklaq-Kuukpik APA and the other Aklaq-Kuukpik Purchase Documents, the “Aklaq-Kuukpik Asset Sale”), (B) the sale of certain assets by SAExploration, Inc. to TGS pursuant to that certain Asset Purchase Agreement by and between SAExploration, Inc. and TGS (such Asset Purchase Agreement, in the form attached to the Officer’s Certificate on the date hereof, the “CRD APA”; together with the other agreements, instruments and documents executed in connection therewith, the “CRD Purchase Documents” and together with the Aklaq-Kuukpik Purchase Documents, the “Purchase Documents”; such sale in accordance with the CRD APA and CRD Purchase Documents, the “CRD Asset Sale”) and (C) the use of up to $355,000 of Alaska Tax Credits to offset the taxes due to the State of Alaska as a result of the sales consummated pursuant to the Purchase Documents and the withdrawal of certain Alaska Tax Credits or applications for certain Alaska Tax Credits in connection with the consummation of the Aklaq-Kuukpik Asset Sale and CRD Asset Sale (such use and withdrawal of Alaska Tax Credits (and/or applications therefor), collectively, the “Permitted Use of Alaska Tax Credits”), (D) the entry into and performance by SAExploration, Inc. of its obligations under that certain Sellers Side Letter Agreement between SAExploration, Inc. and ASV, which includes agreements to take actions regarding certain Alaska Tax Credits and to credit amounts owed to SAExploration, Inc. by ASV, subject to the terms and conditions therein (such transactions, collectively, the “Sellers Arrangements”), and, and (ii) agree to amend the Agreement to allow for the Aklaq-Kuukpik Asset Sale, the CRD Asset Sale, the Permitted Use of Alaska Tax Credits, and the Sellers Arrangements (collectively, the “Transactions”); and

WHEREAS, the Required Lenders have agreed to consent to the Transactions and so amend the Agreement, in each case, in accordance with the terms and conditions set forth in this Amendment.

NOW, THEREFORE, in consideration of the premises and for other good and valuable consideration (the receipt and sufficiency of which is hereby acknowledged), the parties hereto hereby agree as follows:

1. Consents

Notwithstanding anything in the Agreement to the contrary, the Loan Parties agree to clauses (a) and (d) of this Section 1 and by delivering its signature hereto, each of the Required Lenders agree and consent to clauses (a) through (d) below, in each case, as follows:

a) Consent to Transactions. The Required Lenders hereby consent to the consummation of the Transactions provided that (w) the Aklaq-Kuukpik Asset Sale and the CRD Asset Sale are consummated in accordance with the Aklaq-Kuukpik APA, the CRD APA and the other Purchase Documents (as applicable), (x) the Permitted Use of Alaska Tax Credits shall be limited to the withdrawal of outstanding Alaska tax credit applications or certificates covering the Aklaq survey under State of Alaska statute 43.55.023 or 43.55.025 for not more than $30,000,000 in the aggregate, and the use of certain Alaska Tax Credits to satisfy tax liabilities generated from the Aklaq-Kuukpik Asset Sale, CRD Asset Sale and/or Sellers Arrangements in an amount which does not exceed $355,000 in the aggregate, (y) SAExploration, Inc. receives at least $15,000,000 in the aggregate (“Closing Date Payment”) of consideration from TGS upon the closing of the Aklaq-Kuukpik Asset Sale and CRD Asset Sale on the Closing Date (as defined in the Aklaq-Kuukpik APA) and is eligible to receive up to $5,000,000 of Earn Outs (as defined in the Aklaq-Kuukpik APA) after the Closing Date (as defined in the Aklaq-Kuukpik APA) (collectively, “Earnout Payments”) pursuant to the Aklaq-Kuukpik APA (the Closing Date Payment and Earnout Payments, collectively, the “Purchase Agreement Payments”), and such Purchase Agreement Payments are promptly deposited into the Collection Account or another Deposit Account of a Loan Party that is subject to a Control Agreement and not an Excluded Account, and (z) the Borrower shall comply with the procedures for offering to prepay and prepaying all of the Net Proceeds from the Aklaq-Kuukpik Asset Sale and CRD Asset Sale (including without limitation, the Net Proceeds from the Closing Date Payment and Earnout Payments) set forth in Section 2.5(c) of the Agreement provided that (I) the Net Proceeds (as defined in the Revolving Credit Agreement) of the Closing Date Payment shall equal at least $14,500,000, (II) the Net Proceeds (as defined in the Revolving Credit Agreement) from each Earnout Payment shall equal one hundred percent (100%) of such Earnout Payment received by SAExploration, Inc., (III) whether or not a Default or an Event of Default is continuing at any time, none of such Net Proceeds from the Purchase Agreement Payments may be reinvested by the Loan Parties in accordance with Section 2.5(c) unless there are Net Proceeds from the Purchase Agreement Payments remaining after, first, offers to prepay the Revolving Obligations in accordance with Section 2.5(c) of the Revolving Credit Agreement from the Net Proceeds (as defined in the Revolving Credit Agreement) from each Purchase Agreement Payment have been made and the pro rata share of the applicable Net Proceeds (as defined in the Revolving Credit Agreement) applied to the Revolving Obligations of the accepting Revolving Loan Lenders; second, offers to prepay the Obligations have been made in accordance with Section 2.5(c) of the Agreement from the Net Proceeds from each Purchase Agreement Payment and the applicable Net Proceeds applied to the Obligations of the accepting Lenders in accordance with the Loan Documents; and third, offers to redeem the Convertible Notes have been made in accordance with the Convertible Notes Documents from the Net Proceeds as defined in the Convertible Notes Indenture (constituting Excess Proceeds, as defined in the Convertible Notes Indenture) from each Purchase Agreement Payment and the applicable Net Proceeds (as defined in the Convertible Notes Indenture) applied to the Convertible Notes of the accepting Convertible Notes Noteholders in accordance with the Convertible Notes Documents, and (IV) none of the $250,000 basket referenced in Section 2.5(c) of the Agreement can be used with respect to either the Aklaq-Kuukpik Asset Sale or the CRD Asset Sale which, in the absence of this clause (IV), would have allowed the Borrower not to prepay up to $250,000 of Net Proceeds from either the Aklaq-Kuukpik Asset Sale or the CRD Asset Sale. For the avoidance of doubt, (i) no Indebtedness shall be permitted to be incurred pursuant to clause (p) of the definition of “Permitted Indebtedness” with respect to the Permitted Use of Alaska Tax Credits, and (ii) none of the notice requirements set forth in Section 2.5(e) with respect to the Alaska Tax Credits shall be applicable with respect to the Permitted Use of Alaska Tax Credits. To the extent constituting an encumbrance (and not a lien, mortgage or security interest) on the ROFR Assets (as defined in the Aklaq-Kuukpik APA), the Required Lenders agree that the ROFR (as defined in the Aklaq-Kuukpik APA) shall be permitted under Section 7.2 of the

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Agreement. Borrower agrees to comply with the procedures for offering to prepay and prepaying all of the Net Proceeds from any sale of the ROFR Assets in accordance with Section 2.5(c) of the Agreement provided that (i) whether or not a Default or an Event of Default is continuing at any time, none of such Net Proceeds from the ROFR Assets may be reinvested by the Loan Parties unless and until all prepayments and/or redemptions have been offered and applied in accordance with, as applicable, the Revolving Credit Documents, the Agreement, and the Convertible Note Documents, (ii) none of the $250,000 basket referenced in Section 2.5(c) of the Agreement can be used with respect to any sale of the ROFR Assets which, in the absence of this clause (ii), would have allowed the Borrower not to prepay up to $250,000 of Net Proceeds from the sale of the ROFR Assets and (iii) nothing in this sentence or any other provision of this Amendment shall be construed to constitute a consent or an agreement to consent to the sale of the ROFR Assets (as defined in the Aklaq-Kuukpik APA).

b) Amendment of Agreement. The Required Lenders hereby agree to the amendments to the Agreement set forth in this Amendment.

c) Amendment of Revolving Credit Agreement and Convertible Notes. The Required Lenders hereby consent and agree to the amendment to the Revolving Credit Agreement and the supplement to Convertible Notes Indenture, in each case, executed on the date hereof (and delivered to the Required Lenders contemporaneously with the execution of this Amendment on the date hereof) (and all amendments set forth therein).

d) New Event of Default. Failure to comply with any provision set forth in this Amendment shall constitute an immediate Event of Default without notice or grace.

2. Partial Release of Liens. The Required Lenders hereby direct the Agent, upon receipt of the Officer’s Certificate (upon which the Agent may conclusively rely without any investigation or diligence of any kind by the Agent), to (i) execute and deliver to Borrower’s counsel the partial release of liens (“Aklaq-Kuukpik Partial Release of Liens”), a form of which is attached hereto as Exhibit A, to release the Liens granted to or held by the Agent upon any Collateral constituting Released Assets (as defined in the Aklaq-Kuukpik Partial Release of Liens) sold in accordance with the terms of the Aklaq-Kuukpik APA and the other Aklaq-Kuukpik Purchase Documents and (ii) execute and deliver to Borrower’s counsel the partial release of liens (“CRD Partial Release of Liens”; together with the Aklaq-Kuukpik Partial Release of Liens, the “Partial Releases of Liens”), a form of which is attached hereto as Exhibit B, to release the Liens granted to or held by the Agent upon any Collateral constituting Released Assets (as defined in the CRD Partial Release of Liens) sold in accordance with the terms of the CRD APA and the other CRD Purchase Documents.

3. Amendment of Purchase Documents. Each of the Loan Parties hereby confirms, ratifies, covenants, and agrees that after the Tenth Amendment Effective Date, the Loan Parties shall not enter into any amendment to any Purchase Documents that would adversely affect (i) the Closing Date Payment or the terms of the Earnout Payment or (ii) the Lenders (for the avoidance of doubt, delaying or reducing either of such payments shall be deemed adverse to Lenders) without the prior written approval of the Required Lenders, in Required Lenders’ sole and absolute discretion.

4. Amendment of Agreement. Effective as of the Tenth Amendment Effective Date, the Required Lenders, the Borrower, and each of the Guarantors hereby agree that the following defined terms are added to Schedule 1.1(a) to the Agreement in the appropriate alphabetical order:

“Tenth Amendment” means that certain Amendment No. 10 to Term Loan and Security Agreement and Consent, dated as of January 10, 2020, among the Borrower, the Guarantors party thereto and the Lenders party thereto.

“Tenth Amendment Effective Date” shall mean January 10, 2020, subject to the satisfaction of the conditions to effectiveness set forth in Section 5 of the Tenth Amendment.

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5. Conditions Precedent to Effectiveness of this Amendment. The effectiveness of this Amendment is subject to the fulfillment, to the satisfaction of, or waiver by the Required Lenders of each of the following:

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

b) the Required Lenders shall have received (i) the Aklaq-Kuukpik APA, CRD APA, each duly executed and delivered by the parties thereto and (ii) each of the other Purchase Documents, in each case in form and substance reasonably satisfactory to the Required Lenders, duly executed and delivered by the parties thereto;

c) the Agent and Required Lenders shall have received an officer’s certificate from an Authorized Person of Borrower, in form and substance reasonably satisfactory to the Agent (at the direction of the Required Lenders) and the Required Lenders (the “Officer’s Certificate”), (A) confirming (i) the authority of the Agent to release the Agent’s Liens from the Collateral constituting Released Assets (as defined in the Aklaq-Kuukpik Partial Release of Liens) pursuant to Aklaq-Kuukpik Partial Release of Liens and the Released Assets (as defined in the CRD Partial Release of Liens) pursuant to the CRD Partial Release of Liens, (ii) satisfaction of the conditions to effectiveness set forth in Section 5 of this Amendment, (iii) the consummation of the Aklaq-Kuukpik Asset Sale in accordance with the Aklaq-Kuukpik Purchase Documents and (iv) the consummation of the CRD Asset Sale in accordance with the CRD Purchase Documents, (B) affirming that the conditions precedent (g) and (h) in Section 5 of this Amendment have been satisfied, and (C) attaching (i) a true, complete, correct and final executed copy of the Aklaq-Kuukpik APA and (ii) a true, complete, correct and final executed copy of the CRD APA;

d) the Required Lenders shall have received evidence from the Borrower that the execution, delivery and performance of this Amendment by the Borrower and the Guarantors has been duly authorized by all necessary corporate action, including without limitation the approval of the Board of Directors or the Board of Managers of the Borrower and the Guarantors, as applicable;

e) the Borrower shall have received all consents and amendments under the Revolving Credit Agreement and the Convertible Notes Indenture necessary to permit the Transactions, each duly executed and delivered by the parties thereto;

f) the Forbearance Agreement dated as of September 23, 2019, among the Borrower, the Guarantors, and the Forbearing Lenders (as defined therein) (as amended, modified, supplemented and in effect immediately prior to the effectiveness of this Amendment, the “Forbearance Agreement”) shall be in full force and effect, and no Termination Event (as defined therein) shall have occurred thereunder (it being agreed that the Agent and Lenders may assume the Forbearance Agreement is in full force and effect unless it has received written notice to the contrary from the Required Lenders);

g) after giving effect to this Amendment, no Default or Event of Default (other than the Existing Defaults (as defined in the Forbearance Agreement) and the Potential Defaults (as defined in the Forbearance Agreement)) shall have occurred and be continuing on the date of such Tenth Amendment Effective Date, nor shall either result from the execution of the Purchase Documents and/or the consummation of the Transactions;

h) the representations and warranties of Borrower and each other Loan Party or its Subsidiaries contained in the Agreement and in the other Loan Documents shall be true and correct in all material respects (except as affected or impacted by the Ongoing Material Events (as defined below) and except that such materiality qualifier shall not be applicable to any

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representations and warranties that already are qualified or modified by materiality in the text thereof) (i) on and as of the date of the Tenth Amendment Effective Date, as though made on and as of such date (except to the extent that such representations and warranties relate solely to an earlier date, in which case such representations and warranties shall continue to be true and correct as of such earlier date) and (ii) after giving effect to the Transactions;

i) [Reserved]; and

j) the Borrower shall have paid all costs and expenses of the Agent and Lenders (i) incurred by or on behalf of the Agent or Lenders (including reasonable attorneys’ fees and expenses of Ropes & Gray LLP and Paul, Weiss, Rifkind, Wharton & Garrison LLP) arising under or in connection with the preparation, execution and delivery of this Amendment, and (ii) invoiced and outstanding on the date hereof.

For purposes of determining compliance with the conditions specified in this Amendment each Lender party to this Amendment shall be deemed to have consented to, approved or accepted or to be satisfied with each document or other matter required hereunder to be consented to or approved by or acceptable or satisfactory to the Lenders by the Tenth Amendment Effective Date unless an officer of the Agent responsible for the transactions contemplated by this Amendment shall have received written notice from such Lender prior to the Tenth Amendment Effective Date specifying its objection thereto. For purposes of this Amendment, “Ongoing Material Events” means (i) all of the Existing Defaults as defined in the Forbearance Agreement, (ii) all of the Potential Defaults as defined in the Forbearance Agreement, (iii) all activities related to completing the pending full restatement of the audited financial statements of the Borrower and its subsidiaries in compliance with GAAP and SEC rules and regulations, and (iv) any activities and matters related to the Existing Defaults and Potential Defaults currently being undertaken or overseen by the Special Committee of the Borrower’s Board of Directors.

6. 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 this Amendment is permitted under the Agreement and is not prohibited by the terms of the Existing Intercreditor Agreement or the New Intercreditor Agreement or the Junior Documents (as defined in the Existing Intercreditor Agreement and the New Intercreditor Agreement).

7. Forbearance. The Borrower and the Guarantors acknowledge the continued existence of the Existing Defaults and Potential Defaults (each as defined in the Forbearance Agreement). The Borrower and the Guarantors further acknowledge and agree that the Lenders are not in any way agreeing to waive such Existing Defaults or Potential Defaults (each as defined in the Forbearance Agreement) as a result of this Amendment or the performance by the parties of their respective obligations hereunder. All of the Secured Parties’ rights and remedies under the Agreement, the Forbearance Agreement and the other Loan Documents are expressly reserved.

8. Representations and Warranties. Each of the Loan Parties hereby represents and warrants that the execution and delivery of this Amendment and the Purchase Documents and, after giving effect to the amendments contained herein, the performance by each of them of their respective obligations under the Agreement and the Purchase Documents, 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, 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), and Borrower has furnished to the Required Lenders a true, complete and accurate copy of the Purchase Documents.

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9. 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.

10. 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.

11. Direction; Indemnity. Each of the Lenders party hereto hereby acknowledges and agrees that the foregoing directed action in Section 2 constitutes a direction from the Required Lenders to the Agent under Article 17 of the Agreement, including, without limitation, Section 17.1 and Section 17.3 of the Agreement. The Borrower, the Guarantors party hereto and the Lenders party hereto expressly agree and confirm that the Agent’s right to indemnification and reimbursement of expenses and all other rights, protections, privileges, immunities, exculpations, and indemnities afforded to the Agent under the Loan Documents, including those set forth in Section 11.3, Section 17.5, and Section 19.9 of the Agreement, shall apply to any and all actions taken or omitted by the Agent (in accordance with the Agreement) in connection with this Amendment and any other documents contemplated hereby. The Agent may conclusively rely upon (and shall be fully protected in relying upon) the Register in determining each undersigned Lender’s ownership of the Advances and unused Commitments on and as of the date hereof. Each undersigned Lender hereby severally represents and warrants to the Agent that, on and as of the date hereof, it is duly authorized to enter into this Amendment.

12. 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.

13. Guarantors Consent and Acknowledgement. The Guarantors, for value received, hereby consent to 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.

14. Reaffirmation. In each case, except as modified by this Amendment, each of the Loan Parties hereby (i) acknowledges and agrees that all of its pledges, grants of security 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 Tenth Amendment 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.

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15. Release. The Borrower and the Loan Parties (collectively, the “Releasing Parties”) hereby release, acquit and forever discharge the Agent, the Lenders 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 on or prior to the date hereof that relate to the Agreement, the other Loan Documents, this Amendment, the Purchase Documents 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, (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 or (c) the Transactions.

16. Expenses. The Loan Parties hereby acknowledge and agree that their obligations to pay the Expenses pursuant to Section 19.9 of the Agreement include, without limitation, all reasonable and documented out-of-pocket fees and disbursements of Paul, Weiss, Rifkind, Wharton & Garrison LLP in its capacity as counsel to certain of the Lenders, and Ropes & Gray LLP in its capacity as counsel to the Agent, in each case in connection with or as a result of or related to the execution and delivery, enforcement, performance, or administration (including any restructuring, forbearance or workout with respect thereto) of the Agreement, this Amendment, any of the other Loan Documents and the transactions related to the Loan Documents or the monitoring of compliance by Borrower and each Loan Party and each of its Subsidiaries with the terms of the Loan Documents.

17. Agent as Third Party Beneficiary. Although not a party hereto, the Agent and the Agent-Related Parties shall be permitted to rely on (and shall be fully protected in relying on) this Amendment and shall be third party beneficiaries of this Amendment.

[Signature Pages Follow]

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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. 10 to Term Loan and Security Agreement and Consent]

[Signature Page to Amendment No. 10 to Term Loan and Security Agreement and Consent]

[Signature Page to Amendment No. 10 to Term Loan and Security Agreement and Consent]

[Signature Page to Amendment No. 10 to Term Loan and Security Agreement and Consent]

[Signature Page to Amendment No. 10 to Term Loan and Security Agreement and Consent]

Exhibit 10.6

Execution Version

SECOND SUPPLEMENTAL INDENTURE

This SECOND SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”) dated as of January 10, 2020 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 the Holders party hereto.

WITNESSETH

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;

WHEREAS, the Company has requested that the Required Holders (as defined in the Indenture) immediately prior to the Second Supplemental Indenture Effective Date (collectively, “Required Holders”) (i) consent to (A) the sale of the certain assets by SAE Exploration, Inc. (“SAE-Inc.”) and Alaska Seismic Ventures, LLC (“ASV”) to TGS NOPEC Geophysical Company ASA (“TGS”) pursuant to that certain Asset Purchase Agreement by and among SAE-Inc., ASV and TGS (such Asset Purchase Agreement, in the form attached to the Officer’s Certificate (as defined below) on the date hereof, the “Aklaq-Kuukpik APA”; together with the other agreements, instruments and documents executed in connection therewith, collectively, the “Aklaq-Kuukpik Purchase Documents”; such sale in accordance with the Aklaq-Kuukpik APA and the other Aklaq-Kuukpik Purchase Documents, the “Aklaq-Kuukpik Asset Sale”), (B) the sale of certain assets by SAE-Inc. to TGS pursuant to that certain Asset Purchase Agreement by and between SAE-Inc. and TGS (such Asset Purchase Agreement, in the form attached to the Officer’s Certificate on the date hereof, the “CRD APA”; together with the other agreements, instruments and documents executed in connection therewith, the “CRD Purchase Documents” and together with the Aklaq-Kuukpik Purchase Documents, the “Purchase Documents”; such sale in accordance with the CRD APA and CRD Purchase Documents, the “CRD Asset Sale”), (C) the use of up to $355,000 of Alaska Tax Credits to offset the taxes due to the State of Alaska as a result of the sales consummated pursuant to the Purchase Documents and the withdrawal of certain Alaska Tax Credits or applications for certain Alaska Tax Credits in connection with the consummation of the Aklaq-Kuukpik Asset Sale and CRD Asset Sale (such use and withdrawal of Alaska Tax Credits (and/or applications therefor), collectively, the “Permitted Use of Alaska Tax Credits”) and (D) the entry into and performance by SAE-Inc. of its obligations under that certain Sellers Side Letter Agreement between SAE-Inc. and ASV, which includes agreements to take actions regarding certain Alaska Tax Credits and to credit amounts owed to SAE-Inc. by ASV, subject to the terms and conditions therein (such transactions, collectively, the “Sellers Arrangements”), and (ii) agree to amend the Indenture to allow for the Aklaq-Kuukpik Asset Sale, the CRD Asset Sale, the Permitted Use of Alaska Tax Credits, and the Sellers Arrangements (collectively, the “Transactions”); and

WHEREAS, Required Holders have agreed to consent to the Transactions and with the consent and at the direction of 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.

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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. Consents. Notwithstanding anything in the Indenture or any of the other Indenture Documents to the contrary, the Trustee and Collateral Trustee agree (at the direction of Required Holders) to clauses (a) through (d) below, the Company Indenture Parties agree to clauses (a) and (d) of this Section 3 and by delivering its signature hereto, Required Holders agree and consent to clauses (a) through (d) below, in each case, as follows:

a) Consent to Transactions. Required Holders hereby consent to the consummation of the Transactions provided that (w) the Aklaq-Kuukpik Asset Sale and the CRD Asset Sale are consummated in accordance with the Aklaq-Kuukpik APA, the CRD APA and the other Purchase Documents (as applicable), (x) the Permitted Use of Alaska Tax Credits shall be limited to the withdrawal of outstanding Alaska tax credit applications or certificates covering the Aklaq survey under State of Alaska statute 43.55.023 or 43.55.025 for not more than $30,000,000 in the aggregate, and the use of certain Alaska Tax Credits to satisfy tax liabilities generated from the Aklaq-Kuukpik Asset Sale, CRD Asset Sale and/or Sellers Arrangements in an amount which does not exceed $355,000 in the aggregate, (y) SAE-Inc. receives at least $15,000,000 in the aggregate (“Closing Date Payment”) of consideration from TGS upon the closing of the Aklaq-Kuukpik Asset Sale and CRD Asset Sale on the Closing Date (as defined in the Aklaq-Kuukpik APA) and is eligible to receive up to $5,000,000 of Earn Outs (as defined in the Aklaq-Kuukpik APA) after the Closing Date (as defined in the Aklaq-Kuukpik APA) (collectively “Earnout Payments”) pursuant to the Aklaq-Kuukpik APA (the Closing Date Payment and Earnout Payments, collectively, the “Purchase Agreement Payments”) and such Purchase Agreement Payments are promptly deposited into the Collection Account or another Deposit Account of a Company Indenture Party that is subject to a Control Agreement and not an Excluded Account and (z) the Company shall comply with the procedures for offering to redeem and redeeming the Notes from the Net Proceeds (constituting Excess Proceeds) from the Aklaq-Kuukpik Asset Sale and the CRD Asset Sale (including without limitation, such Net Proceeds from the Closing Date Payment and Earnout Payments) set forth in Section 19.05(a) of the Indenture provided that (I) the Net Proceeds (as defined in the ABL Credit Agreement) of the Closing Date Payment shall equal at least $14,500,000, (II) the Net Proceeds (as defined in the ABL Credit Agreement) from each Earnout Payment shall equal one hundred percent (100%) of such Earnout Payment received by SAE-Inc. and (III) whether or not a Default or an Event of Default is continuing at any time, none of such Net Proceeds constituting Excess Proceeds from any Purchase Agreement Payment may be reinvested by the Company Indenture Parties in accordance with Section 19.05(a) unless the Net Proceeds from such Purchase Agreement Payment are remaining after, first, offers to prepay the ABL Loan Obligations in accordance with Section 2.5(c) of the ABL Credit Agreement from the Net Proceeds (as defined in the ABL Credit Agreement) from such Purchase Agreement Payment have been made and the pro rata share of the applicable Net Proceeds (as defined in the ABL Credit Agreement) applied to the ABL Loan Obligations of the accepting ABL Lenders, second, offers to prepay the Term Loan Obligations have been made in accordance with the Term Documents from the Net Proceeds (as defined in the Term Documents) from such Purchase Agreement Payment and the applicable Net Proceeds (as defined in the Term Documents) applied to the Term Loan Obligations

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of the accepting Term Lenders in accordance with the Term Documents and third, offers to redeem the Notes have been made in accordance with the Indenture Documents from the Net Proceeds (constituting Excess Proceeds) from such Purchase Agreement Payment and the applicable Net Proceeds applied to the Notes of the accepting Holders in accordance with the Indenture Documents. For the avoidance of doubt no Indebtedness shall be permitted to be incurred pursuant to clause (p) of the definition of “Permitted Indebtedness” with respect to the Permitted Use of Alaska Tax Credits. To the extent constituting an encumbrance (and not a lien, mortgage or security interest) on the ROFR Assets (as defined in the Aklaq-Kuukpik APA), the Required Holders agree that the ROFR (as defined in the Aklaq-Kuukpik APA) shall be permitted under Section 5.02 of the Indenture. Issuer agrees to comply with the procedures for offering to redeem and redeeming Notes from the Net Proceeds of any sale of the ROFR Assets in accordance with Section 19.05(a) of the Indenture provided that (i) whether or not a Default or an Event of Default is continuing at any time, none of such Net Proceeds from the ROFR Assets may be reinvested by the Company Indenture Parties in accordance with Section 19.05(a) unless and until all prepayments and/or redemptions have been offered and applied in accordance with, as applicable, the ABL Credit Agreement, the Term Documents and the Indenture Documents and (ii) nothing in this sentence or any other provision of this Supplemental Indenture shall be construed to constitute a consent or an agreement to consent to the sale of the ROFR Assets (as defined in the Aklaq-Kuukpik APA).

b) Amendment of Agreement. Required Holders hereby agree to the amendments to the Indenture set forth in this Supplemental Indenture.

c) Amendment of ABL Credit Agreement and Term Credit Agreement. Required Holders hereby consent and agree to the amendment to the ABL Credit Agreement and the Term Credit Agreement, in each case, executed on the date hereof (and delivered to the Holders contemporaneously with the execution of this Supplemental Indenture on the date hereof) (and all amendments set forth therein).

d) New Event of Default. Failure to comply with any provision set forth in this Supplemental Indenture shall constitute an immediate Event of Default without notice or grace.

Section 4. Partial Releases of Liens. Required Holders hereby direct (i) the Collateral Trustee, upon the satisfaction of the conditions to effectiveness set forth in Section 7 of this Supplemental Indenture and the consummation of the Aklaq-Kuukpik Asset Sale in accordance with the Aklaq-Kuukpik APA and the applicable Purchase Documents, to execute and deliver to Company’s counsel the partial release of liens (“Aklaq-Kuukpik Partial Release of Liens”), a form of which is attached hereto as Exhibit A, to release the Liens granted to or held by the Collateral Trustee upon any Collateral constituting Released Assets (as defined in the Aklaq-Kuukpik Partial Release of Liens) which were sold in accordance with the terms of the Aklaq-Kuukpik APA and the other applicable Purchase Documents and (ii) the Collateral Trustee, upon the satisfaction of the conditions to effectiveness set forth in Section 7 of this Supplemental Indenture and the consummation of the CRD Asset Sale in accordance with the CRD APA and the applicable Purchase Documents, to execute and deliver to Company’s counsel the partial release of liens (“CRD Partial Release of Liens”; together with the Aklaq-Kuukpik Partial Release of Liens, the “Partial Releases of Liens”), a form of which is attached hereto as Exhibit B, to release the Liens granted to or held by the Collateral Trustee upon any Collateral constituting Released Assets (as defined in the CRD Partial Release of Liens) which were sold in accordance with the terms of the CRD APA and the other applicable Purchase Documents.

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Section 5. Amendment of Purchase Documents. Each of the Company Indenture Parties hereby confirms, ratifies, covenants, and agrees the Company Indenture Parties shall not enter into any amendment to the Aklaq-Kuukpik APA, the CRD APA or any of the other Purchase Documents that would adversely affect (i) the Closing Date Payment or the terms of the Earnout Payment or (ii) the Holders (for the avoidance of doubt, delaying or reducing either of such payments shall be deemed adverse to the Holder).

Section 6. Amendment of Indenture. Effective as of the Second Supplemental Indenture Effective Date, Required Holders, the Trustee and Collateral Trustee, the Company, and each of the Guarantors hereby agree that the following defined terms are added to Section 1.01 to the Indenture in the appropriate alphabetical order:

“SAE-Inc.” means SAExploration, Inc., a Delaware corporation.

“Second Supplemental Indenture” means that certain Second Supplemental Indenture, dated as of January 10, 2020, among the Company, the Guarantors party thereto, the Holders party thereto, the Trustee and Collateral Trustee.

“Second Supplemental Indenture Effective Date” shall mean January 10, 2020, subject to the satisfaction of the conditions to effectiveness set forth in Section 7 of the Second Supplemental Indenture.

Section 7. Conditions Precedent to Effectiveness of this Supplemental Indenture. The effectiveness of this Supplemental Indenture, are subject to the fulfillment, to the satisfaction of, or waiver by the Trustee and Collateral Trustee (at the direction of the Required Holders) and the Required Holders of each of the following:

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For purposes of determining compliance with the conditions specified in this Supplemental Indenture each Holder party to this Supplemental Indenture shall be deemed to have consented to, approved or accepted or to be satisfied with each document or other matter required hereunder to be consented to or approved by or acceptable or satisfactory to the Holders by the Second Supplemental Indenture Effective Date unless an officer of the Trustee responsible for the transactions contemplated by this Supplemental Indenture shall have received written notice from such Holder prior to the Second Supplemental Indenture Effective Date specifying its objection thereto. For purposes of this Supplemental Indenture, “Ongoing Material Events” means (i) all of the Existing Defaults as defined in the Forbearance Agreement, (ii) all of the Potential Defaults as defined in the Forbearance Agreement, (iii) all activities related to completing the pending full restatement of the audited financial statements of the Company and its subsidiaries in compliance with GAAP and SEC rules and regulations, and (iv) any activities and matters related to the Existing Defaults and Potential Defaults currently being undertaken or overseen by the Special Committee of the Company’s Board of Directors.

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Section 8. Consent of Holders and Confirmation of Compliance with Section 13.02 of the Indenture. Pursuant to Section 13.02 of the Indenture, by its signature below, the Holders party hereto 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 this Supplemental 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 9. Forbearance. The Issuer and the Guarantors acknowledge the continued existence of the Existing Defaults and Potential Defaults. The Issuer and the Guarantors further acknowledge and agree that the Holders are not in any way agreeing to waive such Existing Defaults or Potential Defaults as a result of this Supplemental Indenture or the performance by the parties of their respective obligations hereunder. All of the Secured Parties’ rights and remedies under the Indenture, the Forbearance Agreement and the other Indenture Documents are expressly reserved.

Section 10. Representations and Warranties. Each of the Company Indenture Parties hereby represents and warrants that the execution and delivery of this Supplemental Indenture and the Purchase Documents and, after giving effect to the amendments contained herein, the performance by each of them of their respective obligations under the Indenture, the Supplemental Indenture and the Purchase Documents, 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, 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), and the Company has furnished to the Trustee and Collateral Trustee a true, complete and accurate copy of the Purchase Documents.

Section 11. 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 12. 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 the 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 the 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 13. Governing Law. This Supplemental Indenture 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.

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Section 14. Counterparts. This Supplemental Indenture 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 Supplemental Indenture by telecopier or electronic mail shall be effective as delivery of a manually executed counterpart of this Supplemental Indenture.

Section 15. Guarantors Consent and Acknowledgement. The Guarantors, for value received, hereby consent to the Company’s execution and delivery of this Supplemental Indenture, the Collateral Trustee’s execution of the Partial Releases of Liens and the performance by the Company of its agreements and obligations hereunder. This Supplemental Indenture, the Partial Release of Liens 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 the Trustee, the 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 Subsidiary 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 16. Reaffirmation. In each case, except as expressly modified by this Supplemental Indenture and the Partial Releases 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 (x) each Lien granted by it to the Collateral Trustee for the benefit of the Secured Parties, and (y) in the case of the Guarantors, the guarantees (including the Subsidiary Guarantee) made by it pursuant to the Indenture, and (iii) acknowledges and agrees that the grants of security interests and Liens by and the guarantees of the Guarantors contained in the Indenture and the other Indenture Documents are, and shall remain, in full force and effect on and after the Second Supplemental Indenture Effective Date. Except as specifically modified herein, the Indenture 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.

Section 17. Release. The Company and the Company Indenture Parties (collectively, the “Releasing Parties”) hereby release, acquit and forever discharge the Holders and their respective investment advisors and Affiliates, and any of their and their investment advisors’ and 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 on or prior to the date hereof that relate to the Indenture, the other Indenture Documents, this Supplemental Indenture, the Purchase Documents 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, (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, or (c) the Transactions.

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Section 18. Expenses.

The Company hereby acknowledges and agrees that its obligations to pay the costs and expenses pursuant to Section 5.1(c) of the Note Purchase Agreement include, without limitation, all reasonable and documented out-of-pocket fees and disbursements of each of (a) Brown Rudnick LLP in its capacity as counsel to certain of the Holders, and (b) Paul, Weiss, Rifkind, Wharton & Garrison LLP in its capacity as counsel to certain of the Holders, in each case in connection with or as a result of or related to the execution and delivery, enforcement, performance, or administration (including any restructuring, forbearance or workout with respect thereto) of the Indenture, this Supplemental Indenture, any of the other Indenture Documents and the transactions related to the Indenture Documents or the monitoring of compliance by the Company and each Company Indenture Party and each of its Subsidiaries with the terms of the Indenture Documents.

[Signature Pages Follow]

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

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

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

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

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

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

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

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

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

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

Exhibit 10.7

AMENDMENT TO WARRANT AGREEMENT

THIS AMENDMENT TO WARRANT AGREEMENT (the “Amendment”) is made and entered into effective as of January 13, 2020, between SAExploration Holdings, Inc., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Warrant Agent”).

Recitals

WHEREAS, the Company and the Warrant Agent are parties to that certain Warrant Agreement dated as of December 11, 2019 (the “Warrant Agreement”), pursuant to which the Company issued Series F Warrants to purchase shares of the Company’s common stock, par value $0.0001 per share, to certain holders (the “Warrant Holders”);

WHEREAS, the Company desires to enter into this Amendment in order to amend the definition of “Shareholder Approval” contained therein in order to comply with applicable rules and regulations of its principal stock exchange;

WHEREAS, pursuant to Section 5.03 of the Warrant Agreement, the Warrant Agreement may be modified or amended by the Company and the Warrant Agent if it is approved by the consent of the Warrant Holders holding more than a majority of the Series F Warrants; and

WHEREAS, the Amendment has been approved by the consent of the Warrant Holders holding at least a majority of the Series F Warrants.

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

1. The definition of “Shareholder Approval” set forth in Section 1.01 of the Warrant Agreement is hereby deleted and replaced in in its entirety with the following:

““Shareholder Approval” means such approval as may be required by the applicable rules and regulations of the Nasdaq Stock Market (or any successor entity) from the shareholders of the Company with respect to the transactions contemplated by this Warrant Agreement, including the issuance of Common Shares upon the exercise of Warrants in excess of 19.99% of the Common Shares issued and outstanding on the Closing Date.”

2. In the case of conflict between this Amendment and the Warrant Agreement, this Amendment shall control.

3. Except as expressly provided herein, the Warrant Agreement shall remain in full force and effect.

4. The provisions of Section 7.16 of the Warrant Agreement captioned “Governing Law; Jurisdiction” and of Section 7.17 the Warrant Agreement captioned “Waiver of Jury Trial” are incorporated herein by reference as though such provisions were fully set forth verbatim herein and shall apply to this First Amendment mutatis mutandis.

5. This Amendment may be executed in counterpart, each of which shall be deemed to be an original, and both of which together shall constitute one and the same agreement.

[Signature Page Follows]

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IN WITNESS WHEREOF, the Company and Warrant Agent have caused this Amendment to be signed by their respective officers hereunto duly authorized, all as of the date first written above.

[SIGNATURE PAGE TO AMENDMENT TO WARRANT AGREEMENT]