EQUIPMENT PURCHASE AGREEMENT
THIS EQUIPMENT PURCHASE AGREEMENT (the "AGREEMENT") is executed as of the date set forth
below by and between INPUT/OUTPUT, INC., a Delaware corporation, and its wholly-owned subsidiary,
GLOBAL CHARTER CORPORATION, a Delaware corporation (together, "SELLER") and MITCHAM
INDUSTRIES, INC., a Texas corporation ("BUYER").
A. Seller is primarily engaged in the business of manufacturing and selling seismic data acquisition equipment and
related products, and additionally has been engaged in the business of leasing its equipment to its customers under
B. Buyer is primarily engaged in the business of leasing seismic equipment, including equipment and products
manufactured by Seller, to its customers.
C. Seller has agreed to sell to Buyer, and Buyer has agreed to purchase from Seller, certain equipment and
products owned by Seller that comprises a substantial portion of Seller's inventory held for rental to customers
more particularly described in SCHEDULE 1 attached hereto (the "RENTAL INVENTORY").
D. Certain of the Rental Inventory (the "LEASED INVENTORY") is subject to certain leases and rental
agreements (the "LEASES"), which Leased Inventory and Leases are more particularly described on
SCHEDULE 2 attached hereto, and Seller has agreed to assign the Leases to Buyer.
E. As additional consideration for the purchase and sale of the Rental Inventory, Seller and Buyer have agreed to
enter into a Preferred Supplier Agreement ("SUPPLIER AGREEMENT") pursuant to which Buyer will commit
to purchase certain amounts of Products (defined therein) manufactured by Seller over the term of the Supplier
Agreement and Seller will agree to give certain preferred pricing to Buyer in the form of discounts and credits.
The parties have agreed to the basic terms and conditions of the Supplier Agreement as set forth on EXHIBIT A
attached hereto (the "SUMMARY OF TERMS"), which will be memorialized in a definitive Supplier Agreement
to be executed b