NEITHER THIS WARRANT NOR THE SECURITIES ISSUABLE UPON EXERCISE
HEREOF HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED, AND MAY NOT BE SOLD, OFFERED FOR SALE, ASSIGNED,
TRANSFERRED OR OTHERWISE DISPOSED OF, UNLESS REGISTERED
PURSUANT TO THE PROVISIONS OF THAT ACT OR AN OPINION OF COUNSEL
TO THE COMPANY IS OBTAINED STATING THAT SUCH DISPOSITION IS IN
COMPLIANCE WITH AN AVAILABLE EXEMPTION FROM SUCH REGISTRATION.
WARRANT NO. M-7
FOR THE PURCHASE OF SHARES OF
MITCHAM INDUSTRIES, INC.
1. TERM OF WARRANT. THIS CERTIFIES THAT, for value received, Bear Ridge Capital, L.L.C., and its
successors and assigns (individually, the "Holder" and collectively, the "Holders"), as registered owner of this
Warrant (the "Warrant") is entitled, at any time during the period beginning on July 18, 2002 and expiring at 5:00
p.m., Houston, Texas time, on July 18, 2007 (the "Expiration Date"), but not thereafter (unless otherwise
expressly provided herein), to subscribe for, purchase and receive, in whole or in part, up to 20,000 duly
authorized, validly issued, fully paid and nonassessable shares of common stock, par value $0.01 per share (the
"Common Stock") of Mitcham Industries, Inc. (the "Company"). If the Expiration Date is a day on which banking
institutions are authorized by law to close, then this Warrant may be exercised on the next succeeding day which
is not such a day in accordance with the terms herein. During the period this Warrant is outstanding, the
Company agrees not to take any action that would terminate this Warrant.
2. EXERCISE OF WARRANT.
2.1 EXERCISE PRICE AND EXERCISE FORM. This Warrant may initially be exercised at a price of $5.00
per share of Common Stock; provided, however, that on the occurrence of any of the events specified in Section
7 hereof, the rights granted by this Warrant, including the exercise price per share of Common Stock and the
number of shares of Common Stock to be received upon such exercise, shall be ad