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Filed Pursuant to Rule 424(b)(3)
Registration Statement No. 333-199922

        PROPOSED MERGER—YOUR VOTE IS VERY IMPORTANT


LOGO
 
LOGO

To the shareholders of Dawson Geophysical Company and TGC Industries, Inc.:

           On October 8, 2014, Dawson Geophysical Company, or Dawson, and TGC Industries, Inc., or TGC, announced our proposed strategic business combination. The boards of directors of Dawson and TGC have each approved an agreement and plan of merger, a copy of which is attached as Annex A to this joint proxy statement/prospectus, as such agreement may be amended from time to time, or the merger agreement, pursuant to which Riptide Acquisition Corp., or Merger Sub, a newly formed wholly owned subsidiary of TGC, will be merged with and into Dawson, with Dawson surviving the merger as a direct wholly owned subsidiary of TGC, or the merger. Immediately prior to the merger, TGC will change its name to "Dawson Geophysical Company" and Dawson will change its name to "Dawson Operating Company."

           This joint proxy statement/prospectus describes the terms of the merger agreement and the merger, including the reasons the merger was proposed, the negotiation process that led to entry into the merger agreement and other background information. We are sending you this joint proxy statement/prospectus and related materials in connection with the solicitation of proxies by the boards of directors of Dawson and TGC for use at their special meetings of shareholders, both to be held on February 9, 2015. At the special meetings, among other items, the shareholders of Dawson and TGC will be asked to approve certain proposals that are required to effect the merger. These proposals are discussed in greater detail in the remainder of this joint proxy statement/prospectus. We urge you to read carefully this joint proxy statement/prospectus and the documents incorporated by reference into it.

           Immediately prior (and as a condition precedent) to completion of the merger, TGC will undertake a reverse stock split with respect to the TGC common stock on a 1-for-3 ratio. If the proposed merger is completed, then pursuant to the merger agreement, each holder of shares of Dawson common stock will be entitled to receive 1.760 shares of TGC common stock for each share of Dawson common stock owned, after giving effect to the proposed reverse stock split, as well as cash payable in lieu of fractional shares pursuant to the terms of the merger agreement.

           We anticipate that, immediately following completion of the merger (and after giving effect to the proposed reverse stock split), current Dawson shareholders will own approximately 66% of the outstanding shares of TGC common stock and TGC shareholders will own approximately 34% of the outstanding shares of TGC common stock.

           TGC shareholders will continue to own their existing shares of TGC common stock, however, the number of shares they hold will be adjusted downward pursuant to the proposed reverse stock split. Following the reverse stock split, registered holders of TGC common stock who hold stock certificates or shares in book-entry form will be sent a letter of transmittal from TGC's transfer agent that contains instructions for surrendering pre-reverse stock split shares to the transfer agent in exchange for the appropriate number of post-reverse stock split shares in book-entry form (or certificated form if requested). Dawson's common stock is currently listed on NASDAQ under the symbol "DWSN." TGC's common stock is currently listed on NASDAQ under the symbol "TGE" and, following the merger and the change of TGC's name to "Dawson Geophysical Company," is expected to be listed on NASDAQ under the symbol "DWSN."

           Dawson is holding a special meeting of its shareholders to approve (i) the merger agreement, or the merger proposal, (ii) an amendment to Dawson's second restated articles of incorporation to change Dawson's name to "Dawson Operating Company" immediately prior to the merger, or the Dawson name change proposal, (iii) a non-binding advisory resolution on certain compensation that may be paid or become payable to Dawson's named executive officers upon consummation of the merger, or the advisory resolution proposal and (iv) adjournments of the special meeting, if necessary or appropriate, to permit the solicitation of additional proxies if there are not sufficient votes at the time of the special meeting to adopt the foregoing proposals, or the Dawson adjournment proposal. Certain executive officers and directors of Dawson who beneficially own, in the aggregate, approximately 2.39% of the currently outstanding shares of Dawson common stock have entered into a voting agreement with TGC. Pursuant to and subject to the terms of the voting agreement, those directors and executive officers have agreed, among other things, to vote their shares of Dawson common stock in favor of the merger proposal.

           TGC is holding a special meeting of its shareholders to approve (i) the issuance of shares of TGC common stock in connection with the proposed merger, or the share issuance proposal, (ii) an amendment to TGC's amended and restated certificate of formation to effectuate a 1-for-3 reverse stock split with respect to TGC common stock to take effect immediately prior to the merger, or the reverse stock split proposal, (iii) an amendment to TGC's amended and restated certificate of formation to change TGC's name to "Dawson Geophysical Company" immediately prior to the merger, or the TGC name change proposal, and (iv) adjournments of the special meeting, if necessary or appropriate, to permit the solicitation of additional proxies if there are not sufficient votes at the time of the special meeting to adopt the foregoing proposals, or the TGC adjournment proposal. Certain executive officers and directors of TGC and their affiliates who beneficially own, in the aggregate, approximately 28.84% of the shares of TGC common stock, or 27.60% of the shares of TGC common stock currently outstanding and entitled to vote as of December 29, 2014, have entered into voting agreements with Dawson. Pursuant to and subject to the terms of those voting agreements, those directors and executive officers and their affiliates have agreed, among other things, to vote their shares of TGC common stock in favor of the share issuance proposal, the reverse stock split proposal, the TGC name change proposal and the TGC adjournment proposal, each in connection with the proposed merger, at the TGC special meeting.

           The obligations of Dawson and TGC to complete the merger are subject to the satisfaction or waiver of several conditions. We cannot complete the merger unless, among other things:

           All Dawson and TGC shareholders are invited to attend their company's special meeting in person. Your vote is very important, regardless of the number of shares you own. Whether or not you expect to attend either special meeting in person, please submit a proxy to vote your shares as promptly as possible so that your shares may be represented and voted at the Dawson or TGC special meeting, as applicable, by signing, dating and returning the enclosed proxy card, by calling the toll-free telephone number, or by submitting over the Internet as described in the instructions included with your proxy card.

           This document is a prospectus relating to the shares of TGC common stock to be issued pursuant to the merger and a proxy statement for each of Dawson and TGC to solicit proxies for their respective special meetings of shareholders. This document contains answers to frequently asked questions and a summary of the important terms of the merger, the merger agreement and related matters, followed by a more detailed discussion.

           For a discussion of certain significant matters that you should consider before voting, see "Risk Factors" beginning on page 43.

           We look forward to the successful completion of the merger.

Sincerely,
Stephen C. Jumper
President and Chief Executive Officer
Dawson Geophysical Company
  Sincerely,
Wayne A. Whitener
President and Chief Executive Officer
TGC Industries, Inc.

           Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of the TGC common stock to be issued pursuant to the merger or passed upon the adequacy or accuracy of this joint proxy statement/prospectus. Any representation to the contrary is a criminal offense.

           This joint proxy statement/prospectus is dated December 31, 2014 and is first being mailed to shareholders on or about December 31, 2014.


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ADDITIONAL INFORMATION

Dawson

        This joint proxy statement/prospectus incorporates important business and financial information about Dawson from other documents that are not included in or delivered with this joint proxy statement/prospectus. This information is available to you without charge upon your request. You can review documents incorporated by reference in this joint proxy statement/prospectus free of charge through the Securities and Exchange Commission, or the SEC, website (http://www.sec.gov). You can also obtain the documents incorporated by reference into this document by requesting them in writing or by telephone from Dawson at the following addresses and telephone numbers:

Dawson Geophysical Company
508 West Wall, Suite 800
Midland, Texas 79701
Telephone: (432) 684-3000

or

Morrow & Co., LLC
470 West Avenue, 3rd Floor
Stamford, CT 06902
Banks and brokers call collect: (203) 658-9400
Shareholders Please Call Toll Free: (800) 662-5200

        You will not be charged for any of the documents that you request. Shareholders requesting documents should do so by Monday, February 2, 2015, in order to receive them before the applicable special meeting.


TGC

        This joint proxy statement/prospectus includes important business and financial information about TGC. Additional information about TGC is available to you without charge upon your request. You can review documents that TGC files with the SEC through the SEC's website (http://www.sec.gov). You can also obtain the documents that TGC files with the SEC by requesting them in writing or by telephone at the following addresses and telephone numbers:

TGC Industries, Inc.
101 E. Park Blvd., Suite 955
Plano, Texas 75074
Telephone: (972) 881-1099

or

D.F. King & Co., Inc.
48 Wall Street, 22nd Floor
New York, New York 10005
Banks and brokers call collect: (212) 269-5550
Shareholders Please Call Toll Free: (877) 283-0322

        You will not be charged for any of the documents that you request. Shareholders requesting documents should do so by Monday, February 2, 2015, in order to receive them before the applicable special meeting.

        For more information, see "Where You Can Find More Information" beginning on page 225.

        This document does not constitute an offer to sell, or a solicitation of an offer to buy, any securities, or the solicitation of a proxy, in any jurisdiction to or from any person to whom it is unlawful to make any such offer or solicitation in such jurisdiction. Information contained in this document regarding Dawson has been provided by Dawson and information contained in this document regarding TGC has been provided by TGC.


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VOTING BY TELEPHONE, INTERNET OR MAIL

Shareholders of record of either Dawson or TGC may submit their proxies by:

        Telephone.    You can vote by telephone by calling the toll-free number 1-800-690-6903 in the United States, Canada or Puerto Rico on a touch-tone telephone. You will then be prompted to enter the control number printed on either Dawson's or TGC's proxy card, as applicable, and to follow the subsequent instructions. Telephone voting is available 24 hours a day until 11:59 p.m., New York City time, on Sunday, February 8, 2015. If you vote by telephone, you do not need to return your proxy card or voting instruction card.

        Internet.    You can vote over the Internet by accessing the website at www.proxyvote.com and following the instructions on the secure website. Internet voting is available 24 hours a day until 11:59 p.m., New York City time, on Sunday, February 8, 2015. If you vote over the Internet, you do not need to return your proxy card or voting instruction card.

        Mail.    You can vote by mail by completing, signing, dating and mailing your proxy card or voting instruction card in the postage-paid envelope included with this joint proxy statement/prospectus.


If you hold your shares through a bank, broker, custodian or other record holder:

        Please refer to your company's proxy card or voting instruction form or the information forwarded by your bank, broker, custodian or other record holder to see which voting methods are available to you.


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DAWSON GEOPHYSICAL COMPANY

508 West Wall, Suite 800
Midland, TX 79701
432-684-3000

NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD ON MONDAY, FEBRUARY 9, 2015

To the Shareholders of Dawson Geophysical Company:

        We will hold a special meeting of the shareholders of Dawson Geophysical Company, or Dawson, at the offices of Baker Botts L.L.P. at 2001 Ross Avenue, Suite 1100, Dallas, Texas 75201 at 3:00 p.m., central time, on Monday, February 9, 2015 for the following purposes:

        Only holders of record of Dawson common stock at the close of business on December 29, 2014, the record date for the special meeting, are entitled to receive this notice and to vote their shares at the special meeting or at any adjournment or postponement of the special meeting.

        We cannot complete the merger unless holders of at least two-thirds of all outstanding shares of Dawson common stock vote to approve the merger proposal and the Dawson name change proposal.

        For more information about the merger and the other transactions contemplated by the merger agreement, please review the accompanying joint proxy statement/prospectus and the merger agreement attached to it as Annex A.

        Dawson's board of directors recommends that Dawson shareholders vote "FOR" the merger proposal, "FOR" the Dawson name change proposal, "FOR" the advisory resolution proposal and "FOR" the Dawson adjournment proposal. In considering the recommendations of the Dawson board of directors, Dawson shareholders should be aware that members of Dawson's board of directors and its executive officers have agreements and arrangements that provide them with interests in the


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merger that are different from, or in addition to, those of Dawson shareholders. See "The Merger—Conflicts of Interests" beginning on page 122.

By Order of the Board of Directors,

SIG

Christina W. Hagan

Secretary

DATED this 30th day of December, 2014

IMPORTANT

Your vote is important. Whether or not you plan to attend the special meeting, please complete, sign and date the enclosed proxy and return it promptly in the enclosed postage-paid envelope. You may also cast your vote by telephone or over the Internet by following the instructions on your proxy card. If you vote by telephone or over the Internet, you do not need to submit your proxy card. Remember, your vote is important, so please act today!


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TGC INDUSTRIES, INC.

101 E. Park Blvd., Suite 955
Plano, Texas 75074
(972) 881-1099

NOTICE OF SPECIAL MEETING OF SHAREHOLDERS

TO BE HELD ON MONDAY, FEBRUARY 9, 2015

To the Shareholders of TGC Industries, Inc.:

        We will hold a special meeting of the shareholders of TGC Industries, Inc., or TGC, at the offices of Haynes and Boone, LLP at 2323 Victory Avenue, Suite 700, Dallas, Texas 75219 at 2:00 p.m., central time, on Monday, February 9, 2015 for the following purposes:

        Only holders of record of TGC common stock at the close of business on December 29, 2014, the record date for the special meeting, are entitled to receive this notice and to vote their shares at the special meeting or at any adjournment or postponement of the special meeting.

        We cannot complete the merger unless holders of (i) at least two-thirds of all outstanding shares of TGC common stock vote to approve the reverse stock split proposal and the TGC name change proposal and (ii) a majority of the outstanding shares of TGC common stock present in person or represented by proxy and entitled to vote and that voted for or against or expressly abstained with respect to the share issuance proposal, assuming a quorum is present, vote to approve such proposal.

        For more information about the merger and the other transactions contemplated by the merger agreement, please review the accompanying joint proxy statement/prospectus and the merger agreement attached to it as Annex A.

        TGC's board of directors recommends that TGC shareholders vote "FOR" the share issuance proposal, "FOR" the reverse stock split proposal, "FOR" the TGC name change proposal and "FOR" the TGC adjournment proposal. In considering the recommendations of the TGC board of directors, TGC shareholders should be aware that members of TGC's board of directors and its executive officers have agreements and arrangements that provide them with interests in the merger that are


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different from, or in addition to, those of TGC shareholders. See "The Merger—Conflicts of Interests" beginning on page 122.

By Order of the Board of Directors,

SIG

James K. Brata

Secretary

DATED this 30th day of December, 2014

IMPORTANT

        Your vote is important. Whether or not you plan to attend the special meeting, please complete, sign and date the enclosed proxy and return it promptly in the enclosed postage-paid envelope. You may also cast your vote by telephone or over the Internet by following the instructions on your proxy card. If you vote by telephone or over the Internet, you do not need to submit your proxy card. Please do not send any stock certificates at this time. Remember, your vote is important, so please act today!


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TABLE OF CONTENTS

 
  Page  

QUESTIONS AND ANSWERS ABOUT THE MERGER

    1  

SUMMARY

    16  

The Parties to the Merger

    16  

The Merger

    17  

Reverse Stock Split

    17  

Name Change

    17  

Merger Consideration

    17  

The Number of Shares of TGC Common Stock to Be Issued in the Merger Is Fixed, and Therefore the Value of the Merger Consideration Will Fluctuate with the Market Price of TGC Common Stock

    17  

Treatment of Dawson Stock Options, Restricted Stock and Restricted Stock Units

    18  

Treatment of TGC Stock Options and Restricted Stock

    18  

Dawson's Reasons for the Merger

    18  

TGC's Reasons for the Merger

    19  

Recommendations of the Dawson Board of Directors

    19  

Recommendations of the TGC Board of Directors

    19  

Opinion of Raymond James & Associates, Inc., Financial Advisor to Dawson

    19  

Opinion of Stephens Inc., Financial Advisor to TGC

    20  

Ownership of TGC Following the Merger

    20  

Board of Directors and Management of TGC Following the Merger

    20  

The Dawson Special Meeting

    21  

The TGC Special Meeting

    21  

Record Date

    21  

Votes Required to Approve the Proposals

    22  

Description of TGC Capital Stock

    23  

Outstanding Shares and Share Ownership of Management

    23  

Conditions to Completion of the Merger

    23  

Regulatory Requirements

    24  

Termination of the Merger Agreement

    25  

Termination Fee and Expense Reimbursement

    25  

Conflicts of Interests

    26  

Acquisition Proposals

    27  

Risk Factors

    28  

Material U.S. Federal Income Tax Consequences of the Merger

    28  

Accounting Treatment

    29  

Listing of TGC Common Stock and Delisting and Deregistration of Dawson Common Stock

    29  

Appraisal Rights

    29  

Comparison of Shareholder Rights

    29  

FINANCIAL SUMMARY

    30  

Selected Historical Financial Data of Dawson

    30  

Dawson Statement of Operations Data

    30  

Dawson Balance Sheet Data

    31  

Other Dawson Financial Data

    31  

Dawson Developments for Period Ended September 30, 2014

    31  

Dawson Reconciliation of EBITDA to Net Income (Loss)

    32  

Selected Historical Consolidated Financial Data of TGC

    33  

TGC Statement of Operations Data

    33  

TGC Balance Sheet Data

    34  

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  Page  

Other TGC Financial Data

    34  

TGC Developments for Period Ended September 30, 2014

    34  

TGC Reconciliation of EBITDA to Net Income

    35  

Selected Unaudited Pro Forma Condensed Combined Consolidated Financial and Other Information

    36  

COMPARATIVE PER SHARE MARKET PRICE AND DIVIDEND INFORMATION

    39  

Dawson Historical Market Price Data and Dividends

    39  

TGC Historical Market Price Data and Dividends

    39  

Value of Merger Consideration

    40  

Number of Record and Beneficial Owners

    41  

UNAUDITED COMPARATIVE PER SHARE DATA

    42  

RISK FACTORS

    43  

Risks Related to the Merger

    43  

Risks Related to Dawson

    51  

Risks Related to TGC's Business

    52  

Risks Related to TGC's Industry

    54  

Risks Related to TGC's Common Stock

    56  

CAUTIONARY STATEMENTS CONCERNING FORWARD-LOOKING STATEMENTS

    58  

THE DAWSON SPECIAL MEETING

    60  

Date, Time and Place

    60  

Purpose

    60  

Board Recommendations

    60  

Record Date; Outstanding Shares; Shares Entitled to Vote

    60  

Quorum

    60  

Required Vote

    61  

Tabulation of the Votes

    61  

Stock Ownership of and Voting by Dawson's Directors and Executive Officers

    61  

Voting of Shares by Holders of Record

    62  

Voting of Shares Held in Street Name

    62  

Revocability of Proxies; Changing Your Vote

    63  

Solicitation of Proxies

    63  

No Other Business

    64  

Adjournments and Postponements

    64  

Assistance

    64  

DAWSON PROPOSAL 1—APPROVAL OF THE MERGER PROPOSAL

    65  

DAWSON PROPOSAL 2—APPROVAL OF THE DAWSON NAME CHANGE PROPOSAL

    66  

DAWSON PROPOSAL 3—THE ADVISORY RESOLUTION PROPOSAL

    67  

DAWSON PROPOSAL 4—THE DAWSON ADJOURNMENT PROPOSAL

    69  

THE TGC SPECIAL MEETING

    70  

Date, Time and Place

    70  

Purpose

    70  

Board Recommendations

    70  

Record Date; Outstanding Shares; Shares Entitled to Vote

    70  

Quorum

    70  

Required Vote

    71  

Tabulation of the Votes

    71  

Stock Ownership of and Voting by TGC's Directors and Executive Officers

    71  

Voting of Shares by Holders of Record

    71  

Voting of Shares Held in Street Name

    72  

Revocability of Proxies; Changing Your Vote

    73  

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  Page  

Solicitation of Proxies

    73  

No Other Business

    74  

Adjournments and Postponements

    74  

Assistance

    74  

TGC PROPOSAL 1—APPROVAL OF THE SHARE ISSUANCE PROPOSAL

    75  

TGC PROPOSAL 2—APPROVAL OF THE REVERSE STOCK SPLIT PROPOSAL

    76  

Overview

    76  

Principal Effects of the Reverse Stock Split

    76  

Fractional Shares

    77  

Effect on Registered "Book-Entry" Shareholders and Registered Certificated Shareholders

    77  

Effect on Beneficial Holders of Common Stock

    77  

Procedure for Effecting Reverse Stock Split and Exchange of Stock Certificates

    78  

Accounting Matters

    78  

No Appraisal Rights

    78  

Certificate of Amendment to Amended and Restated Certificate of Formation

    78  

Conditions and Board Recommendation

    79  

TGC PROPOSAL 3—APPROVAL OF THE TGC NAME CHANGE PROPOSAL

    80  

Name Change

    80  

TGC PROPOSAL 4—THE TGC ADJOURNMENT PROPOSAL

    81  

THE PARTIES TO THE MERGER

    82  

THE MERGER

    84  

Overview

    84  

Background of the Merger

    84  

Dawson's Reasons for the Merger and Recommendation of Dawson's Board of Directors

    93  

TGC's Reasons for the Merger and Recommendation of TGC's Board of Directors

    98  

Certain Information Provided by the Parties

    102  

Opinion of Dawson's Financial Advisor

    106  

Opinion of TGC's Financial Advisor

    111  

Stock Ownership of Directors and Executive Officers of Dawson and TGC

    119  

Merger Consideration

    120  

Accounting Treatment

    121  

Listing of TGC Common Stock and Delisting and Deregistration of Dawson Common Stock

    121  

Restrictions on Sales of Shares of TGC Common Stock Received in the Merger

    121  

Opinions as to Material U.S. Federal Income Tax Consequences of the Merger

    121  

Ownership of TGC Following the Merger

    122  

Board of Directors and Management of TGC Following the Merger

    122  

Conflicts of Interests

    122  

Appraisal Rights

    128  

Regulatory Requirements

    128  

Demand Letter

    129  

Dividend Policy

    129  

THE MERGER AGREEMENT

    130  

Merger

    130  

Effective Time; Closing

    130  

Governance Matters

    131  

Merger Consideration

    131  

Effect of the Merger on Dawson's Equity Awards

    132  

Effect of the Merger on TGC's Equity Awards

    132  

Payment of Merger Consideration

    133  

Representations and Warranties

    134  

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  Page  

Definition of "Material Adverse Effect"

    136  

Covenants and Agreements

    137  

Conditions to Completion of the Merger

    146  

Termination of the Merger Agreement

    148  

Termination Fee and Expense Reimbursement

    149  

Amendments, Extensions and Waivers

    152  

Specific Performance

    152  

Governing Law

    152  

THE TGC SHAREHOLDER VOTING AGREEMENTS

    153  

No Disposition

    153  

Voting of Shares of TGC Common Stock

    153  

Irrevocable Proxy

    154  

Termination of the TGC Shareholder Voting Agreements

    154  

Shareholder Capacity

    154  

Specific Performance

    154  

Governing Law

    154  

THE DAWSON SHAREHOLDER VOTING AGREEMENT

    155  

No Disposition

    155  

Voting of Shares of Dawson Common Stock

    155  

Irrevocable Proxy

    155  

Termination of the Dawson Shareholder Voting Agreement

    156  

Shareholder Capacity

    156  

Specific Performance

    156  

Governing Law

    156  

THE EMPLOYMENT AGREEMENTS

    157  

Term

    157  

Duties and Compensation

    157  

Termination of the Employment Agreements

    158  

Payment upon Termination

    159  

Restrictive Covenants

    160  

Arbitration

    160  

Governing Law

    161  

Description of Specific Employment Agreements

    161  

INFORMATION ABOUT TGC

    162  

Description of Business

    162  

General

    162  

Description of Property

    166  

Legal Proceedings

    166  

Market Price of and Dividends on TGC's Common Equity and Related Stockholder Matters

    166  

Selected Financial Data

    167  

Management's Discussion and Analysis of Financial Condition and Results of Operations

    167  

Recently Issued Accounting Pronouncements

    179  

Quantitative and Qualitative Disclosures About Market Risk

    180  

Financial Statements and Supplementary Data

    181  

Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

    181  

Directors, Executive Officers and Corporate Governance

    181  

Compensation Discussion and Analysis

    184  

Compensation Information

    187  

Transactions with Related Persons, Promoters and Certain Control Persons

    194  

Security Ownership of Certain Beneficial Owners and Management

    195  

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  Page  

MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES OF THE MERGER

    197  

General

    197  

Qualification of the Merger as a Reorganization

    198  

Material U.S. Federal Income Tax Consequences if the Merger Fails to Qualify as a Reorganization

    199  

Backup Withholding and Information Reporting

    199  

Reporting Requirements

    199  

DESCRIPTION OF TGC CAPITAL STOCK

    200  

Authorized Capital Stock

    200  

Common Stock

    200  

Preferred Stock

    200  

Anti-Takeover Effects of Texas Law, TGC's Amended and Restated Certificate of Formation and Amended and Restated Bylaws

    201  

Limitation of Director Liability

    202  

Listing

    202  

Transfer Agent and Registrar

    202  

COMPARISON OF SHAREHOLDER RIGHTS

    203  

EXPERTS

    211  

Dawson

    211  

TGC

    211  

UNAUDITED PRO FORMA CONDENSED COMBINED CONSOLIDATED FINANCIAL INFORMATION

    212  

LEGAL MATTERS

    222  

DATES FOR SUBMISSION OF SHAREHOLDER PROPOSALS FOR THE 2014 AND 2015 ANNUAL MEETINGS

    223  

Dawson

    223  

TGC

    223  

HOUSEHOLDING OF JOINT PROXY STATEMENT/PROSPECTUS

    224  

WHERE YOU CAN FIND MORE INFORMATION

    225  

INDEX TO FINANCIAL STATEMENTS

    F-1  

LIST OF ANNEXES

   
 
 

Annex A—Agreement and Plan of Merger

       

Annex B—Opinion of Raymond James & Associates, Inc.

       

Annex C—Opinion of Stephens, Inc.

       

Annex D—Form of TGC Shareholder Voting Agreement

       

Annex E—Form of Dawson Shareholder Voting Agreement

       

Annex F—Form of Employment Agreement

       

Annex G—Form of Restated Certificate of Formation of Dawson

       

Annex H—Form of Amendment to Amended and Restated Certificate of Formation of TGC

       

Annex I—Form of Indemnification Agreement

       

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QUESTIONS AND ANSWERS ABOUT THE MERGER

        The following are brief answers to common questions that you may have regarding the proposals being considered at the special meeting of Dawson shareholders, which we refer to as the Dawson special meeting, and the special meeting of TGC shareholders, which we refer to as the TGC special meeting. Dawson and TGC urge you to read carefully this entire joint proxy statement/prospectus because the information in this section may not provide all the information that might be important to you in determining how to vote. Additional important information is also contained in the annexes to, and the documents incorporated by reference in, this joint proxy statement/prospectus. See "Where You Can Find More Information" beginning on page 225.

        In this joint proxy statement/prospectus, unless the context otherwise requires, "TGC" refers to TGC Industries, Inc., a Texas corporation, and its consolidated subsidiaries, "Merger Sub" refers to Riptide Acquisition Corp., a Texas corporation and wholly owned subsidiary of TGC, "Dawson" refers to Dawson Geophysical Company, a Texas corporation, and its consolidated subsidiaries, the "merger agreement" refers to the Agreement and Plan of Merger, dated October 8, 2014, by and among Dawson, Merger Sub and TGC, as it may be amended from time to time, and the "merger" refers to the merger of Merger Sub with and into Dawson, as contemplated by the merger agreement. A copy of the merger agreement is attached as Annex A to this joint proxy statement/prospectus.

Q:
Why am I receiving this document?

A:
You are receiving this joint proxy statement/prospectus because you are a shareholder of record of either Dawson or TGC as of December 29, 2014, the record date for the special meetings.

TGC and Dawson have agreed to combine their businesses by means of a merger of Merger Sub with and into Dawson, with Dawson surviving the merger as a wholly owned subsidiary of TGC. Immediately prior to the merger, TGC has agreed to effect a name change to be named "Dawson Geophysical Company" and Dawson has agreed to effect a name change to be named "Dawson Operating Company."

In order to complete the merger, among other conditions, TGC shareholders must vote to approve (i) the share issuance proposal, (ii) the reverse stock split proposal and (iii) the TGC name change proposal. In addition, Dawson shareholders must vote to approve the merger proposal and the Dawson name change proposal. Dawson and TGC will hold separate special meetings to obtain these approvals.

At the Dawson special meeting, Dawson shareholders will also be voting on a non-binding advisory resolution on certain compensation that may be paid or become payable to Dawson's named executive officers upon consummation of the merger. However, approval by Dawson shareholders of such compensation is not a condition to the merger. Accordingly, even if Dawson shareholders do not approve such compensation, if all closing conditions to the merger are satisfied, Dawson and TGC will be obligated to close the merger, and such compensation will be paid or become payable to Dawson's named executive officers.

This joint proxy statement/prospectus, which you should read carefully, contains important information about the merger, the merger agreement and the special meetings of Dawson and TGC shareholders. Dawson and TGC are each delivering this document to their shareholders because it is a proxy statement being used by the board of directors of both Dawson and TGC to solicit proxies of shareholders in connection with their respective special meetings. In addition, this document is a prospectus being delivered to Dawson shareholders because TGC is offering shares of its common stock to Dawson shareholders in exchange for their shares of Dawson common stock in connection with the proposed merger.

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Q:
What will happen in the merger?

A:
In the merger, Merger Sub will be merged with and into Dawson, with Dawson surviving as a direct wholly owned subsidiary of TGC. After the merger, the current shareholders of Dawson and the current shareholders of TGC will be the shareholders of TGC, which will have changed its name to "Dawson Geophysical Company."

Q:
What are holders of Dawson common stock being asked to vote on?

A:
Holders of Dawson common stock are being asked to:

approve the merger agreement (which we refer to as the "merger proposal");

approve an amendment to Dawson's second restated articles of incorporation to effect the change of Dawson's name to "Dawson Operating Company" immediately prior to the merger and make other technical amendments to conform with the requirements of the Texas Business Organizations Code (which we refer to as the "Dawson name change proposal");

approve a non-binding advisory resolution on certain compensation that may be paid or become payable to Dawson's named executive officers upon consummation of the merger (which we refer to as the "advisory resolution proposal"); and

approve adjournments of the Dawson special meeting, if necessary or appropriate, to permit the solicitation of additional proxies if there are insufficient votes at the time of the Dawson special meeting to adopt the foregoing proposals (which we refer to as the "Dawson adjournment proposal").

Q:
What are holders of TGC common stock being asked to vote on?

A:
Holders of TGC common stock are being asked to:

approve the issuance of shares of TGC common stock to Dawson shareholders pursuant to the terms of the merger agreement (which we refer to as the "share issuance proposal");

approve an amendment to TGC's amended and restated certificate of formation to effect a reverse stock split with respect to TGC common stock on a 1-for-3 ratio immediately prior to the merger (which we refer to as the "reverse stock split proposal");

approve an amendment to TGC's amended and restated certificate of formation to effect the change of the name of TGC to "Dawson Geophysical Company" immediately prior to the merger (which we refer to as the "TGC name change proposal"); and

approve adjournments of the TGC special meeting, if necessary or appropriate, to permit the solicitation of additional proxies if there are insufficient votes at the time of the TGC special meeting to approve the foregoing proposals (which we refer to as the "TGC adjournment proposal").

Q:
Why have Dawson and TGC decided to merge?

A:
Dawson and TGC believe that the merger will provide strategic and financial benefits to their shareholders, clients and employees, including:

increased data acquisition crew capacity, with a combined crew count of 21 crews in the continental United States and 7 in Canada, as well as combined channel counts in excess of 323,000 and more than 240 vibrator energy source units as of September 30, 2014;

expanded geographic presence, including every major basin in the United States and strong Canadian presence;

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Q:
Why is my vote important?

A:
Completion of the merger requires the approval of the shareholders of Dawson and TGC at their respective special meetings. If you do not return your proxy card by mail or submit your proxy by telephone or over the Internet or vote in person at the special meetings, it may be difficult for Dawson and TGC to obtain the necessary quorum to hold their special meetings.

In addition, because approval of the merger proposal and the Dawson name change proposal require the affirmative vote of at least two-thirds of the outstanding shares of Dawson common stock, and because approval of the reverse stock split proposal and the TGC name change proposal require the affirmative vote of at least two-thirds of the outstanding shares of TGC, if you are a Dawson Shareholder or a TGC shareholder and you fail to vote or abstain from voting, that will have the same effect as a vote "AGAINST" approval of the merger proposal or related matters.

Dawson's board of directors recommends that Dawson shareholders vote "FOR" the merger proposal, "FOR" the Dawson name change proposal, "FOR" the advisory resolution proposal and "FOR" the Dawson adjournment proposal.

TGC's board of directors recommends that TGC shareholders vote "FOR" the share issuance proposal, "FOR" the reverse stock split proposal, "FOR" the TGC name change proposal and "FOR" the TGC adjournment proposal.

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Q:
How do I exchange my shares of TGC common stock if I am a TGC shareholder?

A:
Registered TGC shareholders may hold some or all of their shares of TGC common stock electronically in book-entry form, in certificate form or in a combination of certificate and book-entry form.

If you hold any of your shares of TGC common stock in certificate form, do not send in any stock certificates at this time. Registered holders of TGC common stock who hold shares of TGC common stock in book-entry form or in certificated form will be sent a letter of transmittal from TGC's transfer agent as soon as practicable after the effective date of the reverse stock split. The letter of transmittal will contain instructions on how to surrender your certificate(s) representing your pre-reverse stock split shares and book-entry shares to the transfer agent. Upon receipt of your properly completed and executed letter of transmittal and any share certificates that you hold, TGC will issue to you the appropriate number of shares of TGC common stock electronically in book-entry form (or in certificate form if you request physical certificates) and provide a statement reflecting the number of shares registered in your account. TGC will not issue any new shares of TGC common stock in book-entry form (or certificated form if you request physical certificates) to you until you surrender your outstanding certificate(s), together with the properly completed and executed letter of transmittal, to the transfer agent.

Upon the implementation of the reverse stock split, TGC intends to treat shares of TGC common stock held by shareholders through a bank, broker, custodian or other nominee in the same manner as registered shareholders whose shares are registered in their names. Banks, brokers, custodians or other nominees will be instructed to effect the reverse stock split for their beneficial holders holding TGC common stock in street name. However, these banks, brokers, custodians or other nominees may have different procedures than registered shareholders for processing the reverse stock split. Shareholders who hold shares of TGC common stock with a bank, broker, custodian or other nominee and who have any questions in this regard are encouraged to contact their banks, brokers, custodians or other nominees.

Q:
What will I receive in the merger in exchange for my shares of Dawson common stock?

A:
Under the merger agreement, Dawson shareholders will receive 1.760 shares of TGC common stock for every one share of Dawson common stock they own, after giving effect to the proposed reverse stock split. For instance, a registered holder of 1,000 shares of Dawson common stock will receive 1,760 shares of TGC common stock on a post-reverse stock split basis. We refer to the number of shares of TGC common stock that Dawson shareholders will receive for each share of Dawson common stock they hold as the "exchange ratio." This ratio has been calculated assuming the effectiveness of a 1-for-3 reverse stock split with respect to TGC common stock immediately prior to the merger.

TGC will not issue any fractional shares of its common stock in connection with the proposed merger. For each fractional share that would otherwise be issued to Dawson shareholders, TGC will pay cash (without interest) in an amount equal to the product of the fractional share and the closing price of shares of TGC common stock on NASDAQ on the business day immediately prior

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Q:
What is the value of the merger consideration that Dawson shareholders are to receive?

A:
The number of shares of TGC common stock to be issued in the merger for each share of Dawson common stock is fixed (except in the event of any stock split, reverse stock split, stock dividend, combination, reclassification, recapitalization or other similar transaction or event with respect to Dawson common stock or TGC common stock (other than the 1-for-3 TGC reverse stock split occurring immediately prior to the merger)) and will not be adjusted for changes in the market price of either Dawson common stock or TGC common stock. Accordingly, any change in the price of TGC common stock prior to the merger will affect the market value of the merger consideration that Dawson shareholders will receive as a result of the merger. For additional information regarding the value of the merger consideration, see "The Merger—The Merger Consideration" on page 120.

The closing price of Dawson common stock on NASDAQ on October 8, 2014, the last full trading day prior to the public announcement of the merger, was $17.57. The closing price of Dawson common stock on NASDAQ on December 29, 2014, the last practicable full trading day prior to the date of this joint proxy statement/prospectus, was $12.11.

The closing price of TGC common stock on NASDAQ on October 8, 2014, the last full trading day prior to the public announcement of the merger, was $3.34. The closing price of TGC common stock on NASDAQ on December 29, 2014, the last practicable full trading day prior to the date of this joint proxy statement/prospectus, was $2.26.

You should obtain current stock price quotations for Dawson common stock and TGC common stock before voting. Dawson common stock and TGC common stock are currently listed on NASDAQ under the symbols "DWSN" and "TGE," respectively.

Q:
Will TGC shareholders receive any additional shares as a result of the merger?

A:
No. TGC shareholders will not receive any additional shares of TGC common stock as a result of the merger, except to the extent that the 1-for-3 reverse stock split to be effected in connection with the merger would result in the rounding up of fractional shares.

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Q:
What will happen to shares of TGC common stock in the merger?

A:
Holders of shares of TGC common stock will continue to own their existing shares, which will not be converted or canceled in the merger; however the number of shares they hold will be adjusted downward pursuant to the proposed reverse stock split. In the merger, each outstanding share of Dawson common share will be converted into the right to receive 1.760 shares of TGC common stock after giving effect to the proposed reverse stock split. As of December 29, 2014, there were 8,077,580 shares of Dawson common stock, stock options to acquire up to 91,150 shares of Dawson common stock, 75,575 Dawson restricted stock units, 21,997,007 shares of TGC common stock and stock options to acquire up to 839,267 shares of TGC common stock outstanding. Immediately prior to the merger, TGC will effect a 1-for-3 reverse stock split with respect to the TGC common stock, thereby reducing the total number of outstanding shares of TGC common stock to approximately 7.3 million shares. Based on such number of shares and options outstanding and after giving effect to the proposed reverse stock split, there would be an aggregate of approximately 21.6 million outstanding shares of TGC common stock after the completion of the merger, of which approximately 66% and 34% of those outstanding shares would be held by current Dawson shareholders and TGC shareholders, respectively.

Q:
Will the merger affect the board of directors or officers of TGC after the merger?

A:
Yes. Under the merger agreement, TGC has agreed to take all necessary actions to cause, as of the effective time of the merger, the TGC board of directors to include Stephen C. Jumper, Craig Cooper, Gary M. Hoover, Ted North and Mark A. Vander Ploeg, each of whom is currently a director of Dawson. We expect that Wayne A. Whitener, Allen T. McInnes, Ph.D. and William J. Barrett will continue to serve as directors of TGC after the merger and the other current directors of TGC will resign from the TGC board of directors. Accordingly, in order to accommodate the additional directors, at the effective time of the merger, the TGC board of directors will increase in size to 8 directors. See "The Merger Agreement—Governance Matters" on page 131. Pursuant to the merger agreement, TGC will take all necessary action to cause each of the 8 directors noted above to be nominated for continuing election to the board of directors for three years following the effective time of the merger, other than Mr. Barrett, who will be nominated for election to the board of directors for one year following the effective time of the merger, and Messrs. Jumper and Whitener, who will be nominated for election as long as they remain an officer of TGC or Dawson following the merger.

Stephen C. Jumper will be appointed as the Chairman, President and Chief Executive Officer of TGC as of the effective time of the merger, and Wayne A. Whitener will become the Vice Chairman.

The following individuals (currently officers of Dawson) will be appointed to serve as officers of TGC (in the capacities set forth below):

Name
  Office
C. Ray Tobias   Executive Vice President and
    Chief Operating Officer

Christina W. Hagan

 

Executive Vice President,
    Chief Accounting Officer and Secretary

James W. Thomas

 

Executive Vice President and
    Chief Technology Officer

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Name
  Office
James K. Brata   Executive Vice President and
    Chief Financial Officer

Daniel G. Winn

 

Senior Vice President
Q:
Who is entitled to vote at the Dawson special meeting and the TGC special meeting?

A:
Dawson shareholders:    The record date for the Dawson special meeting is December 29, 2014. Only holders of record of shares of Dawson common stock outstanding and entitled to vote as of the close of business on the record date are entitled to notice of, and to vote at, the Dawson special meeting or any adjournment or postponement of the Dawson special meeting.

TGC shareholders:    The record date for the TGC special meeting is December 29, 2014. Only holders of record of shares of TGC common stock outstanding and entitled to vote as of the close of business on the record date are entitled to notice of, and to vote at, the TGC special meeting or any adjournment or postponement of the TGC special meeting.

Q:
What vote of Dawson shareholders is required to approve the transaction with TGC and to approve the advisory resolution proposal?

A:
The affirmative vote of at least two-thirds of the outstanding shares of Dawson common stock is required to approve the merger proposal. The affirmative vote of at least two-thirds of the outstanding shares of Dawson common stock is also required to approve the Dawson name change proposal.

The affirmative vote of a majority of shares of Dawson common stock present in person or represented by proxy and entitled to vote at the Dawson special meeting, in which a quorum is present, is required to approve the non-binding advisory resolution on certain compensation that may be paid or become payable to Dawson's named executive officers upon consummation of the merger. However, approval by Dawson shareholders of such compensation is not a condition to the merger. Accordingly, even if Dawson shareholders do not approve such compensation, if all closing conditions to the merger are satisfied, Dawson and TGC will be obligated to close the merger, and such compensation will be paid or become payable to Dawson's named executive officers.

The Dawson adjournment proposal, if necessary or appropriate to solicit additional proxies, requires the affirmative vote of the holders of Dawson common stock representing a majority of the votes present in person or represented by proxy and entitled to vote at the Dawson special meeting, whether or not a quorum exists.

At the close of business on December 29, 2014, the record date for the Dawson special meeting, directors and executive officers of Dawson had the right to vote 2.39% of the outstanding shares of Dawson common stock. Certain of those executive officers and directors, who collectively owned approximately 2.39% of the shares of Dawson common stock outstanding on such date, have entered into a voting agreement with TGC, which we refer to as the Dawson shareholder voting agreement. Pursuant to and subject to the terms of the Dawson shareholder voting agreement, those directors and executive officers have agreed, among other things, to vote their shares of Dawson common stock in favor of approval of the merger proposal at the Dawson special meeting. For additional information on the Dawson shareholder voting agreement, see "The Dawson Shareholder Voting Agreement" beginning on page 155.

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Q:
How does the Dawson board of directors recommend that Dawson shareholders vote with respect to the proposed merger, the proposed Dawson name change and the advisory resolution proposal?

A:
Dawson's board of directors recommends that Dawson shareholders vote "FOR" the merger proposal and "FOR" the Dawson name change proposal. For additional information on the recommendation of Dawson's board of directors, see "The Merger—Dawson's Reasons for the Merger and Recommendation of Dawson's Board of Directors" beginning on page 93.

In addition, Dawson's board of directors recommends that Dawson shareholders vote "FOR" the advisory resolution proposal.

You should note that Dawson's directors and executive officers have interests in the merger as directors or officers that are different from, or in addition to, the interests of other Dawson shareholders. For information relating to the interests of Dawson's directors and executive officers in the merger, see "The Merger—Conflicts of Interests" beginning on page 122.

Q:
What vote of TGC shareholders is required to approve the transaction with Dawson, the reverse stock split and the change of TGC's name?

A:
The affirmative vote of at least two-thirds of the outstanding shares of TGC common stock is required to approve the reverse stock split proposal and the TGC name change proposal.

The share issuance proposal requires the affirmative vote of a majority of shares of TGC common stock present in person or represented by proxy and entitled to vote and that voted for or against or expressly abstained with respect to the proposal, in which a quorum is present.

The TGC adjournment proposal, if necessary or appropriate to solicit additional proxies, requires the affirmative vote of the holders of TGC common stock representing a majority of the votes present in person or represented by proxy and entitled to vote and that voted for or against or expressly abstained with respect to the proposal, whether or not a quorum exists.

At the close of business on December 29, 2014, the record date for the TGC special meeting, directors and executive officers of TGC and their respective affiliates had the right to vote 27.60% of the outstanding shares of TGC common stock. Those executive officers and directors and their affiliates have entered into voting agreements with Dawson, which we refer to as the TGC shareholder voting agreements. Pursuant to and subject to the terms of the TGC shareholder voting agreements, those directors and executive officers and their respective affiliates have agreed, among other things, to vote their shares of TGC common stock in favor of the share issuance proposal, the reverse stock split proposal, the TGC name change proposal and the TGC adjournment proposal. For additional information on the TGC shareholder voting agreements, see "The TGC Shareholder Voting Agreements" beginning on page 153.

For additional information on the vote required to approve the merger proposal, see "The TGC Special Meeting" beginning on page 70.

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Q:
What is required to consummate the merger?

A:
To consummate the merger, Dawson's shareholders must approve the merger proposal and the Dawson name change proposal and TGC's shareholders must approve the share issuance proposal, the reverse stock split proposal and the TGC name change proposal. The merger, the amendment to Dawson's second amended and restated articles of incorporation to change the name of Dawson to "Dawson Operating Company," the issuance of shares of TGC common stock pursuant to the terms of the merger agreement, the amendment to TGC's amended and restated certificate of formation to effect the reverse stock split and the amendment to TGC's amended and restated certificate of formation to change the name of TGC to "Dawson Geophysical Company" will not take place unless all of these proposals are approved by Dawson's shareholders or TGC's shareholders, as applicable. Therefore, the completion of the merger cannot proceed without the approval of these proposals.

Q:
How does the TGC board of directors recommend that TGC shareholders vote with respect to the share issuance proposal, the reverse stock split proposal and the name change proposal?

A:
TGC's board of directors recommends that TGC shareholders vote "FOR" the share issuance proposal, "FOR" the reverse stock split proposal and "FOR" the TGC name change proposal. For additional information on the recommendation of TGC's board of directors, see "The Merger—TGC's Reasons for the Merger and Recommendation of TGC's Board of Directors" beginning on page 98.

You should note that TGC's directors and executive officers have interests in the merger as directors or officers that are different from, or in addition to, the interests of other TGC shareholders. For information relating to the interests of TGC's directors and executive officers in the merger, see "The Merger—Conflicts of Interests" beginning on page 122.

Q:
What constitutes a quorum for the special meetings?

A:
With respect to each special meeting, a majority of the outstanding shares of common stock entitled to vote at the close of business on the record date being present in person or represented by proxy constitutes a quorum for the special meeting. While abstentions will be counted for purposes of determining whether a quorum is present, broker non-votes (which are described below) will not.

Q:
When and where are the special meetings?

A:
The Dawson special meeting will take place at the offices of Baker Botts L.L.P. at 2001 Ross Avenue, Suite 1100, Dallas, Texas 75201 at 3:00 p.m., central time, on Monday, February 9, 2015. For additional information relating to the Dawson special meeting, see "The Dawson Special Meeting" beginning on page 60.

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Q:
Is the consummation of the merger subject to any conditions other than the approval of Dawson and TGC shareholders?

A:
Yes. In addition to Dawson and TGC shareholder approvals, the consummation of the merger is contingent upon the satisfaction or, to the extent permitted by law, waiver of the following conditions:

clearance under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, or HSR Act (for which early termination of the waiting period was granted on November 14, 2014);

the absence of any judgment, injunction, order or decree in effect, or any law, statute, rule or regulation enacted, that prohibits the consummation of the merger;

the effectiveness of a registration statement on Form S-4 of which this joint proxy statement/prospectus forms a part and the authorization of the listing of the shares of TGC common stock to be issued in connection with the merger on NASDAQ;

receipt by each party of an opinion from its counsel, in a form and substance reasonably satisfactory to that party, dated as of the closing date of the merger, to the effect that (1) the merger will qualify as a reorganization within the meaning of Section 368(a) of the Internal Revenue Code of 1986, as amended, or the Code, and (2) no gain or loss will be recognized for United States federal income tax purposes by the shareholders of Dawson upon the exchange of shares of Dawson common stock for shares of TGC common stock pursuant to the proposed merger (except with respect to cash received in lieu of fractional shares);

certain officers of TGC and Dawson having entered into employment agreements with TGC as of the effective time of the merger;

receipt by TGC and Dawson of certain third party consents; and

other customary conditions, including the absence of a material adverse effect with respect to either TGC's or Dawson's respective businesses.

If any of the conditions set forth above fail to occur and such conditions are not waived, the merger will not be consummated and the merger agreement will terminate. Either party may waive any of their respective conditions if the law allows such party to do so. If either party were to waive a condition, the consummation of the merger would occur without the condition having been met. Neither Dawson nor TGC can give any assurance regarding when or if all of the conditions to the merger will be either satisfied or waived or that the merger will occur as intended.

The proposal relating to the approval of certain compensation to be paid to Dawson's named executive officers upon consummation of the merger is a non-binding advisory resolution and is not a condition to the merger. Accordingly, even if Dawson shareholders do not approve such compensation, if all closing conditions to the merger are satisfied, Dawson and TGC will be obligated to close the merger, and such compensation will be paid or become payable to Dawson's named executive officers.

For additional information on the conditions to the consummation of the merger, see "The Merger Agreement—Conditions to Completion of the Merger" beginning on page 146.

Q:
What do I need to do now?

A:
After reading and considering carefully the information contained in this joint proxy statement/prospectus, please vote promptly by calling the toll-free number listed on your proxy card, accessing the Internet website listed on your proxy card or completing, signing, dating and returning your proxy card in the enclosed postage-paid envelope. If you hold your stock in "street name" through a bank, broker or other nominee, you must direct your bank, broker or other

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Q:
How will my proxy be voted?

A:
If you vote by telephone, over the Internet or by completing, signing, dating and returning your signed proxy card, your proxy will be voted in accordance with your instructions. The proxy confers discretionary authority to the named proxies. If you are a Dawson shareholder and you complete, sign, date and return your proxy card and do not indicate how you want to vote, your shares will be voted "FOR" approval of the merger proposal, "FOR" approval of the Dawson name change proposal, "FOR" approval of the advisory resolution proposal and "FOR" the Dawson adjournment proposal. If you are a TGC shareholder and you complete, sign, date and return your proxy card and do not indicate how you want to vote, your shares will be voted "FOR" the share issuance proposal, "FOR" the reverse stock split proposal, "FOR" the TGC name change proposal and "FOR" the TGC adjournment proposal.
Q:
What if my bank, broker or other nominee holds my shares in "street name"?

A:
If a bank, broker or other nominee holds your shares for your benefit but not in your own name, your shares are in "street name." In that case, your bank, broker or other nominee will send you a voting instruction form to use in voting your shares. The availability of telephone and Internet voting depends on the voting procedures of your bank, broker or other nominee. Please follow the instructions on the voting instruction form they send you. If your shares are held in the name of your bank, broker or other nominee and you wish to vote in person at your special meeting, you must contact your bank, broker or other nominee and request a document called a "legal proxy." You must bring this legal proxy to your respective special meeting in order to vote in person.

Q:
What if I don't provide my bank, broker or other nominee with instructions on how to vote?

A:
Generally, a bank, broker or other nominee may vote the shares that it holds for you only in accordance with your instructions. However, if your bank, broker or other nominee has not received your instructions, your bank, broker or other nominee has the discretion to vote on certain matters that are considered routine. A "broker non-vote" occurs if your bank, broker or other nominee cannot vote on a particular matter because your bank, broker or other nominee has not received instructions from you and because the proposal is not routine. None of the matters being presented to shareholders for a vote at the special meetings of Dawson and TGC is considered a routine matter. Therefore, your bank, broker or other nominee will not be permitted to vote at the special meeting without instruction from you as the beneficial owner of the shares of Dawson or TGC common stock.

If you do not instruct your bank, broker or other nominee on how you want your shares of Dawson common stock or TGC common stock, as applicable, to be voted, it may be difficult for Dawson and TGC to obtain the necessary quorum to hold their special meetings because broker non-votes will not be counted for purposes of determining whether a quorum is present at either special meeting.

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Q:
What if I mark abstain when voting?

A:
If you mark abstain when voting, your abstention will still be counted in determining whether a quorum is present at the applicable special meeting. However, abstentions will have the same effect as a vote "AGAINST" all the matters being considered at the applicable special meeting. Accordingly, if you are a Dawson shareholder, your abstention will have the same effect as a vote "AGAINST" the merger proposal, "AGAINST" the Dawson name change proposal, "AGAINST" the advisory resolution proposal and "AGAINST" the Dawson adjournment proposal, and if you are a TGC shareholder, your abstention will have the same effect as a vote "AGAINST" the share issuance proposal, "AGAINST" the reverse stock split proposal, "AGAINST" the TGC name change proposal, and "AGAINST" the TGC adjournment proposal.

Q:
What should I do if I receive more than one set of voting materials for the Dawson special meeting or the TGC special meeting?

A:
You may receive more than one set of voting materials for the Dawson special meeting or the TGC special meeting, including multiple copies of this joint proxy statement/prospectus and multiple proxy cards or voting instruction cards. For example, if you hold your shares of Dawson common stock or TGC common stock in more than one brokerage account, you will receive a separate voting instruction card for each brokerage account in which you hold shares. If you are a holder of record and your shares of Dawson common stock or TGC common stock are registered in more than one name, you will receive more than one proxy card. Please submit each separate proxy or voting instruction card that you receive by following the instructions set forth in each separate proxy or voting instruction card.

Q:
What can I do if I want to change or revoke my vote?

A:
Regardless of the method you used to cast your vote, if you are a holder of record, you may change your vote:

by completing, signing, dating and returning a new proxy card with a later date so that it is received prior to the applicable special meeting;

by calling the toll-free number listed on the proxy card or by accessing the Internet website listed on the proxy card by 11:59 p.m., New York City time, on Sunday, February 8, 2015; or

by attending the Dawson special meeting or TGC special meeting, as applicable, and voting by ballot in person at the special meeting.

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Q:
Is the merger expected to be taxable to Dawson shareholders?

A:
The merger is intended to qualify as a reorganization under Section 368(a) of the Code. It is a condition to closing of the merger that counsel for Dawson and TGC deliver opinions to the effect that the merger will qualify as such a reorganization. While the condition is waivable, neither Dawson nor TGC intends to waive this closing condition. If either party were to waive the condition, and the resulting change in tax consequences to Dawson shareholders would be material, Dawson and TGC will recirculate this joint proxy statement/prospectus or a supplement thereto and resolicit proxies.

Assuming that the merger qualifies as a reorganization and that you are a U.S. person, then you generally will not recognize any gain or loss, except with respect to cash that Dawson shareholders receive in lieu of fractional shares of TGC common stock.

You should read "Material U.S. Federal Income Tax Consequences of the Merger" beginning on page 197 for a description of the material U.S. federal income tax consequences of the merger. Tax matters can be complicated, and the tax consequences of the merger to you will depend on your particular situation. You are urged to consult your tax advisor to determine the tax consequences of the merger to you.

Q:
What will happen to Dawson's stock options, restricted stock and restricted stock units in the merger?

A:
As a result of the merger and pursuant to the applicable employee benefit plan and award agreements governing such stock options, each outstanding unvested stock option, if any, for Dawson common stock granted by Dawson pursuant to an employee benefit plan will become fully vested prior to the effective time of the merger. Stock options for Dawson common stock will, if not exercised prior to the effective time of the merger, be converted into stock options for TGC common stock on terms substantially identical to those in effect immediately prior to the effective time of the merger, with the number of shares of TGC common stock issuable and the exercise price being adjusted by the exchange ratio.

Except for certain restricted stock or restricted stock unit awards subject to applicable employment agreements or any newly issued awards that do not provide for vesting upon the effective time of the merger, immediately prior to the effective time of the merger, each outstanding award of shares of restricted stock and restricted stock units granted by Dawson pursuant to an employee benefit plan will become fully vested and each holder of such formerly restricted stock and/or restricted stock units will have the right to participate in the merger as a holder of Dawson common stock. Restricted stock or restricted stock unit awards that do not vest upon the effective time of the merger will be assumed by TGC and will continue pursuant to their terms, provided

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Q:
What will happen to TGC's stock options and restricted stock in the merger?

A:
As a result of the merger and pursuant to the award agreements governing such stock options, each outstanding stock option for TGC common stock granted by TGC pursuant to an employee benefit plan will become fully vested prior to the effective time of the merger. Stock options for TGC common stock will, if not exercised prior to the effective time of the merger, continue to remain outstanding pursuant to their terms, with the number of shares of TGC common stock issuable and the exercise price being adjusted to give effect to the 1-for-3 reverse stock split.

Immediately prior to the effective time of the merger, each outstanding award of restricted stock granted by TGC pursuant to an employee benefit plan will become fully vested as a result of the merger and pursuant to the award agreements governing such awards, provided that the number of shares of TGC common stock shall be adjusted to give effect to the 1-for-3 reverse stock split.

For more information, see "The Merger Agreement—Effect of the Merger on TGC's Equity Awards" beginning on page 132.

Q:
What will happen if Dawson shareholders do not approve the advisory resolution proposal, but all closing conditions to the merger are satisfied?

A:
The advisory resolution proposal is a non-binding advisory resolution and is not a condition to the merger. Even if Dawson shareholders do not approve such compensation, if all closing conditions to the merger are satisfied, Dawson and TGC will be obligated to close the merger, and such compensation will be paid or become payable to Dawson's named executive officers.

For more information, see "Dawson Proposal 3—The Advisory Resolution Proposal" and "The Merger—Conflicts of Interests" beginning on pages 67 and 122, respectively.

Q:
If I am a holder of Dawson common stock with shares represented by stock certificates, should I send in my Dawson stock certificates now?

A:
NO, DAWSON SHAREHOLDERS SHOULD NOT SEND STOCK CERTIFICATE(S) WITH THE PROXY CARD(S). If the merger is completed, TGC will send Dawson shareholders written instructions for sending in their stock certificates or, in the case of book-entry shares, for surrendering their book-entry shares. See "The Dawson Special Meeting—Solicitation of Proxies" beginning on page 63, and "The Merger Agreement—Payment of Merger Consideration—Exchange Procedures" beginning on page 133.

Q:
If I am a holder of TGC common stock with shares represented by stock certificates, should I send in my TGC stock certificates now?

A:
NO, TGC SHAREHOLDERS SHOULD NOT SEND STOCK CERTIFICATE(S) WITH THE PROXY CARD(S). If the merger is completed, TGC will send its shareholders written instructions for sending in their stock certificates or, in the case of book-entry shares, for surrendering their book-entry shares. See "The TGC Special Meeting—Solicitation of Proxies" beginning on page 73.

Q:
Are Dawson and TGC shareholders entitled to exercise dissenters' or appraisal rights?

A:
No. Neither Dawson nor TGC shareholders are entitled to any appraisal or dissenters' rights.

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Q:
Are there any risks in the merger that I should consider?

A:
Yes. There are risks associated with all business combinations, including the proposed merger. We have described certain of these risks and other risks in more detail under "Risk Factors" beginning on page 45.

Q:
When do you expect to complete the merger?

A:
Dawson and TGC anticipate the closing of the merger to be completed within three business days following the meetings of the shareholders of each of Dawson and TGC, subject to the required shareholder approvals and satisfaction or waiver of the other closing conditions to the transaction. For additional information on the conditions to the consummation of the merger, see "The Merger Agreement—Conditions to Completion of the Merger" beginning on page 146.

Q:
Where can I find more information about the companies?

A:
Both Dawson and TGC file periodic reports and other information with the SEC. You may read and copy this information at the SEC's public reference facility. Please call the SEC at 1-800-SEC-0330 for information about this facility. This information is also available through the SEC's website at http://www.sec.gov. Both companies also maintain websites. You can obtain Dawson's SEC filings at http://www.dawson3d.com and you can obtain TGC's SEC filings at http://www.tgcseismic.com. Neither Dawson nor TGC intends for information contained on or accessible through their respective websites to be part of this joint proxy statement/prospectus, other than the documents that Dawson files with the SEC that are incorporated by reference into this joint proxy statement/prospectus.

In addition, you may obtain some of this information directly from the companies. For a more detailed description of the information available, see "Where You Can Find More Information" beginning on page 225.

Q:
Whom should I call if I have questions about the special meeting or the merger?

A:
Dawson shareholders should call Morrow & Co., LLC, or Morrow, Dawson's proxy solicitor, at (800) 662-5200.

TGC shareholders should call D.F. King & Co., Inc., or D.F. King, TGC's proxy solicitor, at (877) 283-0322.

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SUMMARY

        This summary highlights selected information from this document and may not contain all of the information that is important to you. To understand the merger fully and for a more complete description of the terms of the merger, you should read carefully this entire document, including the annexes to this document, and the other available information referred to under "Where You Can Find More Information" beginning on page 225. We encourage you to read the merger agreement, the legal document governing the merger, which is attached as Annex A to, and incorporated by reference into, this joint proxy statement/prospectus. We have included page references in the discussion below to direct you to more complete descriptions of the topics presented in this summary.


The Parties to the Merger (Page 82)

Dawson Geophysical Company

508 West Wall, Suite 800

Midland, Texas 79701

(432) 684-3000

        Dawson Geophysical Company, a Texas corporation, is a leading provider of U.S. onshore seismic data acquisition services as measured by the number of active data acquisition crews. Founded in 1952, Dawson acquires and processes 2-D, 3-D and multi-component seismic data solely for its clients, ranging from major oil and gas companies to independent oil and gas operators as well as providers of multi-client data libraries.

        Dawson's common stock is currently listed on NASDAQ under the symbol "DWSN."


TGC Industries, Inc.

101 East Park Blvd., Suite 955

Plano, Texas 75074

(972) 881-1099

        TGC Industries, Inc., a Texas corporation, and its wholly owned subsidiary, Eagle Canada, Inc., a Delaware corporation, or Eagle Canada, are primarily engaged in the geophysical service business of conducting 3-D surveys for clients in the oil and natural gas business throughout the continental United States and Canada.

        TGC's common stock is currently listed on NASDAQ under the symbol "TGE."


Riptide Acquisition Corp.

101 East Park Blvd., Suite 955

Plano, Texas 75074

(972) 881-1099

        Riptide Acquisition Corp., a Texas corporation and direct, wholly owned subsidiary of TGC (which we refer to as "Merger Sub"), was formed solely for the purpose of consummating the merger. Merger Sub has not carried on any activities to date, except for activities incidental to its formation and activities undertaken in connection with the transactions contemplated by the merger agreement.

 

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The Merger (Page 84)

        Subject to the terms and conditions of the merger agreement and in accordance with Texas law, Merger Sub will be merged with and into Dawson, with Dawson surviving as a direct, wholly owned subsidiary of TGC. Upon completion of the merger, Dawson's common stock will no longer be publicly traded.

        A copy of the merger agreement is attached as Annex A to, and incorporated by reference into, this joint proxy statement/prospectus. You should read the merger agreement carefully because it is the legal document that governs the merger.


Reverse Stock Split (Page 76)

        In connection with and immediately prior to the merger, TGC will undertake a 1-for-3 reverse stock split with respect to TGC common stock. This reverse stock split will reduce the total number of outstanding shares of TGC common stock to approximately 7.3 million shares immediately prior to the merger.


Name Change (Page 80)

        In connection with and immediately prior to the merger, TGC will change its name to "Dawson Geophysical Company" in accordance with Texas law. Additionally, Dawson will change its name to "Dawson Operating Company" immediately prior to the merger.


Merger Consideration (Page 120)

        Under the merger agreement, Dawson shareholders will receive 1.760 shares of TGC common stock for every share of Dawson common stock owned, after giving effect to the proposed reverse stock split. The exchange ratio is calculated after giving effect to the reverse stock split immediately prior to the merger, which will reduce the number of outstanding shares of TGC common stock to approximately 7.3 million shares immediately prior to the merger.

        TGC will not issue any fractional shares of its common stock in connection with the proposed merger. For each fractional share that would otherwise be issued to Dawson shareholders, TGC will pay cash (without interest) in an amount equal to the product of the fractional share and the closing price for shares of TGC common stock on NASDAQ on the business day immediately prior to the closing date of the merger.


The Number of Shares of TGC Common Stock to Be Issued in the Merger Is Fixed, and Therefore the Value of the Merger Consideration Will Fluctuate with the Market Price of TGC Common Stock (Page 120)

        The number of shares of TGC common stock to be issued in the merger for each share of Dawson common stock is fixed (except in the event of any stock split, reverse stock split, stock dividend, combination, reclassification, recapitalization or other similar transaction or event with respect to Dawson common stock or TGC common stock (other than the 1-for-3 TGC reverse stock split occurring immediately prior to the merger)) and will not be adjusted for changes in the market price of either Dawson common stock or TGC common stock. Accordingly, any change in the price of TGC common stock prior to the merger will affect the market value of the merger consideration that Dawson shareholders will receive as a result of the merger. Any fluctuation in the price of Dawson common stock will have no effect on the exchange ratio or the value of the merger consideration.

        The closing price of Dawson common stock on NASDAQ on October 8, 2014, the last full trading day prior to the public announcement of the merger, was $17.57. The closing price of Dawson common

 

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stock on NASDAQ on December 29, 2014, the last practicable full trading day prior to the date of this joint proxy statement/prospectus, was $12.11.

        The closing price of TGC common stock on NASDAQ on October 8, 2014, the last full trading day prior to the public announcement of the merger, was $3.34. The closing price of TGC common stock on NASDAQ on December 29, 2014, the last practicable full trading day prior to the date of this joint proxy statement/prospectus, was $2.26.

        You should obtain current stock price quotations for Dawson common stock and TGC common stock before voting. Dawson common stock and TGC common stock are currently listed on NASDAQ under the symbols "DWSN" and "TGE," respectively.


Treatment of Dawson Stock Options, Restricted Stock and Restricted Stock Units (Page 132)

        As a result of the merger and pursuant to the applicable employee benefit plan and award agreements governing such stock options, each outstanding unvested stock option, if any, for Dawson common stock granted by Dawson pursuant to an employee benefit plan will become fully vested prior to the effective time of the merger. Stock options for Dawson common stock will, if not exercised prior to the effective time of the merger, be converted into stock options for TGC common stock on terms substantially identical to those in effect immediately prior to the effective time of the merger, with the number of shares of TGC common stock issuable and the exercise price being adjusted by the exchange ratio.

        Except for certain restricted stock or restricted stock unit awards subject to applicable employment agreements or any newly issued awards that do not provide for vesting upon the effective time of the merger, immediately prior to the effective time of the merger, each outstanding award of restricted stock and restricted stock units granted by Dawson pursuant to an employee benefit plan will become fully vested and each holder of such formerly restricted stock and/or restricted stock units will have the right to participate in the merger as a holder of Dawson common stock. Restricted stock or restricted stock unit awards that do not vest upon the effective time of the merger will be assumed by TGC and will continue pursuant to their terms, provided that TGC common stock, adjusted by the exchange ratio, will replace the Dawson common stock subject to such awards.


Treatment of TGC Stock Options and Restricted Stock (Page 132)

        As a result of the merger and pursuant to the award agreements governing such stock options, each outstanding stock option for TGC common stock granted by TGC pursuant to an employee benefit plan will become fully vested prior to the effective time of the merger. Stock options for TGC common stock will, if not exercised prior to the effective time of the merger, continue pursuant to their terms, with the number of shares of TGC common stock issuable and the exercise price being adjusted to give effect to the 1-for-3 reverse stock split.

        Immediately prior to the effective time of the merger, each outstanding share of restricted stock granted by TGC pursuant to an employee benefit plan will become fully vested as a result of the merger and pursuant to the award agreements governing such awards, provided that the number of shares of TGC common stock shall be adjusted to give effect to the 1-for-3 reverse stock split.


Dawson's Reasons for the Merger (Page 93)

        In evaluating the merger, the Dawson board of directors consulted with Dawson's management, as well as Dawson's legal and financial advisors and, in reaching its decision to approve the merger agreement and the transactions contemplated thereby and to recommend that Dawson shareholders approve the merger proposal, the Dawson name change proposal and the advisory resolution proposal, reviewed a significant amount of information and considered a number of factors, including those listed

 

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in "The Merger—Dawson's Reasons for the Merger and Recommendation of Dawson's Board of Directors" beginning on page 93.


TGC's Reasons for the Merger (Page 98)

        In the course of reaching its decision to approve the merger agreement and related transactions and to recommend that TGC shareholders approve the share issuance proposal, the reverse stock split proposal and the TGC name change proposal, the TGC board of directors consulted with members of TGC's management and TGC's legal and financial advisors, reviewed a significant amount of information and considered a number of factors, including those listed in "The Merger—TGC's Reasons for the Merger and Recommendation of TGC's Board of Directors" beginning on page 98.


Recommendations of the Dawson Board of Directors (Page 93)

        Dawson's board of directors has adopted a resolution approving the merger agreement and has determined that the merger agreement is advisable and in the best interests of Dawson and its shareholders and recommends that Dawson shareholders vote "FOR" the merger proposal, "FOR" the Dawson name change proposal, "FOR" the advisory resolution proposal and "FOR" the Dawson adjournment proposal. See "The Merger—Background of the Merger" beginning on page 84.

        As described under the headings "Dawson Proposal 3—The Advisory Resolution Proposal" and "The Merger—Conflicts of Interests" beginning on pages 67 and 122, respectively, of this joint proxy statement/prospectus, Dawson's directors and executive officers will receive financial benefits that are different from, or in addition to, those of Dawson's shareholders.


Recommendations of the TGC Board of Directors (Page 98)

        TGC's board of directors has adopted a resolution approving the merger agreement and has determined that the merger agreement is advisable and in the best interests of TGC and its shareholders and recommends that TGC shareholders vote "FOR" the share issuance proposal, "FOR" the reverse stock split proposal, "FOR" the TGC name change proposal, and "FOR" the TGC adjournment proposal. See "The Merger—Background of the Merger" beginning on page 84.

        As described under the heading "The Merger—Conflicts of Interests" beginning on page 122 of this joint proxy statement/prospectus, TGC's directors and executive officers will receive financial benefits that are different from, or in addition to, those of TGC's shareholders.


Opinion of Raymond James & Associates, Inc., Financial Advisor to Dawson (Page 106)

        In deciding to approve the merger agreement, Dawson considered an opinion from its financial advisor, Raymond James & Associates, Inc., or Raymond James. Raymond James rendered its opinion to Dawson's board of directors that, as of October 8, 2014, based upon and subject to the qualifications, limitations and assumptions stated in its opinion, the exchange ratio pursuant to the merger agreement was fair, from a financial point of view, to the shareholders of Dawson.

        The full text of the written opinion of Raymond James, dated October 8, 2014, is attached as Annex B to this joint proxy statement/prospectus. Raymond James provided its opinion for the information and assistance of Dawson's board of directors in connection with its consideration of the merger. The Raymond James opinion is not a recommendation as to how any holder of Dawson common stock should vote with respect to the merger proposal, Dawson name change proposal or any other matter.

        Pursuant to a letter agreement dated September 3, 2014, Dawson engaged Raymond James to render an opinion to the Dawson board of directors as to the fairness, from a financial point of view, to the shareholders of Dawson of the exchange ratio in connection with the proposed merger. As

 

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compensation for its services in connection with the proposed merger, Dawson paid Raymond James $350,000 upon the delivery of Raymond James's fairness opinion and will pay Raymond James an additional $900,000 if the merger is consummated. In addition, Dawson has agreed to reimburse Raymond James for up to $50,000 of its reasonable out-of-pocket expenses, including attorneys' fees and disbursements, and to indemnify Raymond James and related persons against various liabilities.


Opinion of Stephens Inc., Financial Advisor to TGC (Page 111)

        In deciding to approve the merger agreement and recommend the issuance of shares of TGC common stock pursuant to the merger agreement, TGC considered an opinion from its financial advisor, Stephens Inc., or Stephens. Stephens rendered its opinion to TGC's board of directors that, as of October 8, 2014, based upon and subject to the qualifications, limitations and assumptions stated in its opinion, the exchange ratio was fair to TGC from a financial point of view.

        The full text of the written opinion of Stephens, dated October 8, 2014, is attached as Annex C to this joint proxy statement/prospectus. Stephens provided its opinion for the information and assistance of TGC's board of directors in connection with its consideration of the merger. The Stephens opinion is not a recommendation as to how any holder of TGC common stock should vote with respect to the share issuance proposal, reverse stock split proposal, TGC name change proposal or any other matter.

        On September 5, 2014, TGC engaged Stephens to render an opinion to the TGC board of directors as to the fairness, from a financial point of view, of the exchange ratio to TGC. As compensation for its services in connection with the proposed merger, TGC agreed to pay Stephens fees of up to $1,000,000, which includes reimbursements to Stephens for its reasonable out-of-pocket expenses, including attorneys' fees and disbursements. In addition, TGC has agreed to indemnify Stephens and related persons against various liabilities.


Ownership of TGC Following the Merger (Page 122)

        The merger is conditioned upon TGC effecting a 1-for-3 reverse stock split with respect to the TGC common stock immediately prior to the merger, thereby reducing the total number of outstanding shares of TGC common stock to approximately 7.3 million shares. We anticipate that upon completion of the merger and after giving effect to the 1-for-3 reverse stock split, TGC will have approximately 21.6 million shares of common stock outstanding, with current Dawson and TGC shareholders owning approximately 66% and 34% of the combined company, respectively. TGC will also change its name to "Dawson Geophysical Company" immediately prior to the merger.


Board of Directors and Management of TGC Following the Merger (Page 122)

        Under the merger agreement, TGC has agreed to take all necessary actions to cause, as of the effective time of the merger, the TGC board of directors to include Stephen C. Jumper, Craig Cooper, Gary M. Hoover, Ted North and Mark A. Vander Ploeg, each of whom is currently a director of Dawson. We expect that Wayne A. Whitener, Allen T. McInnes, Ph.D. and William Barrett will continue to serve as directors of TGC after the merger and the other current directors of TGC will resign from the TGC board of directors. Accordingly, in order to accommodate the additional directors, at the effective time of the merger, the TGC board of directors will increase in size to 8 directors. Pursuant to the merger agreement, the combined company will take all necessary action to cause each of the 8 directors noted above to be nominated for continuing election to the board of directors for three years following the effective time of the merger, other than Mr. Barrett, who will be nominated to the board of directors for one year following the effective time of the merger and Messrs. Jumper and Whitener, who will be nominated for election as long as they remain an officer of TGC or Dawson following the merger.

 

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        Stephen C. Jumper will be appointed as the Chairman, President and Chief Executive Officer of TGC as of the effective time of the merger, and Wayne A. Whitener will become the Vice Chairman.

        The following individuals (currently officers of Dawson) will be appointed to serve as officers of TGC (in the capacities set forth below):

Name
  Office
C. Ray Tobias   Executive Vice President and
Chief Operating Officer

Christina W. Hagan

 

Executive Vice President,
Chief Accounting Officer and Secretary

James W. Thomas

 

Executive Vice President and
Chief Technology Officer

        Additionally, the following individuals (currently officers of TGC) will continue serving as officers of TGC (in the capacities set forth below):

Name
  Office
James K. Brata   Executive Vice President and
Chief Financial Officer

Daniel G. Winn

 

Senior Vice President


The Dawson Special Meeting (Page 60)

        Dawson will hold its special meeting of shareholders at the offices of Baker Botts L.L.P. at 2001 Ross Avenue, Suite 1100, Dallas, Texas 75201 at 3:00 p.m., central time, on Monday, February 9, 2015 for the following purposes:

    to approve the merger proposal;

    to approve the Dawson name change proposal;

    to approve the advisory resolution proposal; and

    to approve the Dawson adjournment proposal.


The TGC Special Meeting (Page 70)

        TGC will hold its special meeting of shareholders at the offices of Haynes and Boone, LLP at 2323 Victory Avenue, Suite 700, Dallas, Texas 75219 at 2:00 p.m., central time, on Monday, February 9, 2015 for the following purposes:

    to approve the share issuance proposal;

    to approve the reverse stock split proposal;

    to approve the TGC name change proposal; and

    to approve the TGC adjournment proposal.


Record Date (Page 60 for Dawson and Page 70 for TGC)

        You may vote at the special meeting of Dawson shareholders if you owned shares of Dawson common stock at the close of business on December 29, 2014, the record date for the Dawson special meeting.

 

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        You may vote at the special meeting of TGC shareholders if you owned shares of TGC common stock at the close of business on December 29, 2014, the record date for the TGC special meeting.


Votes Required to Approve the Proposals (Page 61 for Dawson and Page 71 for TGC)

        Dawson.    Approval by Dawson shareholders of (1) the merger proposal and (2) the Dawson name change proposal requires the affirmative vote of at least two-thirds of the outstanding shares of Dawson common stock. Approval by Dawson shareholders of the advisory resolution proposal requires the affirmative vote of a majority of the shares of Dawson common stock present in person or represented by proxy and entitled to vote at the Dawson special meeting at which a quorum is present. Approval by Dawson shareholders of the Dawson adjournment proposal, if necessary or appropriate to solicit additional proxies, requires the affirmative vote of a majority of the shares of Dawson common stock present in person or represented by proxy and entitled to vote at the Dawson special meeting, whether or not a quorum exists. Each share of Dawson common stock outstanding as of the record date is entitled to one vote at the Dawson special meeting.

        If a Dawson shareholder abstains when voting, that action will be the equivalent of a vote "AGAINST" all of the matters to be voted upon at the Dawson special meeting. Assuming a quorum is present at the Dawson special meeting, a broker non-vote will be the equivalent of a vote "AGAINST" the merger proposal and the Dawson name change proposal, but will have no effect on the advisory resolution proposal. Whether or not a quorum is present at the Dawson special meeting, a broker non-vote will have no effect on the adjournment proposal.

        An abstention occurs when a shareholder votes to abstain on one or more of the proposals and returns a proxy card or is present in person at the special meeting. Broker non-votes occur when a bank, broker or other nominee returns a proxy but does not have authority to vote on a particular proposal in its discretion and the beneficial owner of the shares has not provided voting instructions.

        TGC.    Approval by TGC shareholders of (1) the reverse stock split proposal and (2) the TGC name change proposal each require the affirmative vote of at least two-thirds of the outstanding shares of TGC common stock. Approval by TGC shareholders of the share issuance proposal requires the affirmative vote of a majority of shares of TGC common stock present in person or represented by proxy and entitled to vote and that voted for or against or expressly abstained with respect to the proposal, in which a quorum is present. The TGC adjournment proposal, if necessary or appropriate to solicit additional proxies, requires the affirmative vote of a majority of shares of TGC common stock present in person or represented by proxy and entitled to vote at the TGC special meeting, whether or not a quorum exists. Each share of TGC common stock outstanding as of the record date is entitled to one vote at the TGC special meeting.

        If a TGC shareholder abstains when voting, that action will be the equivalent of a vote "AGAINST" all of the matters to be voted upon at the TGC special meeting. Assuming a quorum is present at the TGC special meeting, a broker non-vote will be the equivalent of a vote "AGAINST" the reverse stock split proposal and the TGC name change proposal, but will have no effect on the share issuance proposal. Whether or not a quorum is present at the TGC special meeting, a broker non-vote will have no effect on the adjournment proposal.

        An abstention occurs when a shareholder votes to abstain on one or more of the proposals and returns a proxy card or is present in person at the special meeting. Broker non-votes occur when a bank, broker or other nominee returns a proxy but does not have authority to vote on a particular proposal in its discretion and the beneficial owner of the shares has not provided voting instructions.

 

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Description of TGC Capital Stock (Page 200)

        TGC's authorized capital stock consists of 35,000,000 shares of common stock, par value $0.01 per share, and 4,000,000 shares of preferred stock, par value $1.00 per share. As of December 29, 2014, there were 21,997,007 shares of TGC common stock outstanding and zero shares of TGC preferred stock outstanding. For additional information regarding TGC's capital stock, see "Description of TGC Capital Stock" beginning on page 200.


Outstanding Shares and Share Ownership of Management (Page 61 for Dawson and Page 71 for TGC)

        Dawson:    As of December 29, 2014, the record date for the Dawson special meeting, there were 8,077,580 shares of Dawson common stock outstanding.

        At the close of business on the record date for the Dawson special meeting, directors and executive officers of Dawson beneficially owned and were entitled to vote 193,211 outstanding shares of Dawson common stock, collectively representing approximately 2.39% of the shares of Dawson common stock outstanding on that date. Such persons also beneficially owned options to purchase an aggregate of 35,000 shares of Dawson common stock on the record date for the Dawson special meeting. Pursuant to and subject to the terms of the Dawson shareholder voting agreement, certain of those executive officers and directors, who collectively owned approximately 2.39% of the shares of Dawson common stock outstanding on the record date of the Dawson special meeting, have agreed, among other things, to vote their shares of Dawson common stock in favor of approval of the merger proposal at the Dawson special meeting. For additional information on the Dawson shareholder voting agreement, see "The Dawson Shareholder Voting Agreement" beginning on page 155 and the form of the Dawson shareholder voting agreement which is attached as Annex E to this joint proxy statement/prospectus.

        TGC:    As of December 29, 2014, the record date for the TGC special meeting, there were 21,997,007 shares of TGC common stock outstanding.

        At the close of business on the record date for the TGC special meeting, directors and executive officers of TGC beneficially owned and were entitled to vote 6,070,423 outstanding shares of TGC common stock, collectively representing approximately 27.60% of the shares of TGC common stock outstanding on that date. Such persons also beneficially owned options to purchase an aggregate of 383,980 shares of TGC common stock on the record date for the TGC special meeting. Pursuant to and subject to the terms of the TGC shareholder voting agreements, those executive officers and directors and their affiliates have agreed, among other things, to vote their shares of TGC common stock in favor of approval of each of the share issuance proposal, the reverse stock split proposal, the TGC name change proposal and the TGC adjournment proposal. For additional information on the TGC shareholder voting agreements, see "The TGC Shareholder Voting Agreements" beginning on page 153 and the form of the TGC shareholder voting agreement which is attached as Annex D to this joint proxy statement/prospectus.


Conditions to Completion of the Merger (Page 146)

        The merger will be completed only if the conditions to the merger are satisfied or waived (if legally permissible), including the following:

    the approval of the merger agreement by Dawson shareholders;

    the approval by TGC shareholders of (i) the issuance of shares of TGC common stock pursuant to the merger agreement, (ii) the 1-for-3 reverse stock split with respect to TGC common stock immediately prior to the merger and (iii) the change of TGC's name to "Dawson Geophysical Company" immediately prior to the merger;

 

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    clearance under the HSR Act (for which early termination of the waiting period was granted on November 14, 2014);

    the absence of any judgment, injunction, order or decree in effect, or any law, statute, rule or regulation enacted, that prohibits the consummation of the merger;

    the effectiveness of the registration statement on Form S-4 of which this joint proxy statement/prospectus forms a part and the authorization of the listing of the shares of TGC common stock to be issued in connection with the merger on NASDAQ;

    receipt by each party of an opinion from its counsel, in a form and substance reasonably satisfactory to that party, dated as of the closing date of the merger, to the effect that (1) the merger will qualify as a reorganization within the meaning of Section 368(a) of the Code and (2) no gain or loss will be recognized for United States federal income tax purposes by the shareholders of Dawson upon the exchange of shares of Dawson common stock for shares of TGC common stock pursuant to the proposed merger (except with respect to cash received by Dawson shareholders in lieu of fractional shares);

    certain officers of TGC and Dawson having entered into employment agreements with TGC as of the effective time of the merger;

    receipt by TGC and Dawson of certain third party consents; and

    other customary conditions, including the absence of a material adverse effect with respect to either TGC's or Dawson's respective businesses.

        If any of the conditions set forth above fail to occur and such conditions are not waived, the merger will not be consummated and the merger agreement will terminate. Either party may waive any of their respective conditions if the law allows such party to do so. If either party were to waive a condition, the consummation of the merger would occur without the condition having been met. Neither Dawson nor TGC can give any assurance regarding when or if all of the conditions to the merger will be either satisfied or waived or that the merger will occur as intended.

        The advisory resolution proposal is a non-binding advisory resolution and is not a condition to the merger. Accordingly, even if Dawson shareholders do not approve such compensation, if all closing conditions to the merger are satisfied, Dawson and TGC will be obligated to close the merger, and such compensation will be paid or become payable to Dawson's named executive officers.


Regulatory Requirements (Page 128)

        The merger is subject to compliance with the HSR Act. On October 15, 2014, Dawson and TGC made their respective filings under the HSR Act with the Antitrust Division of the United States Department of Justice, which is referred to as the Antitrust Division in this joint proxy statement/prospectus, and the United States Federal Trade Commission, which is referred to as the FTC in this joint proxy statement/prospectus. On November 14, 2014, Dawson and TGC received notice that early termination of the waiting period under the HSR Act had been granted. Accordingly, the condition to the proposed merger relating to the expiration or termination of the HSR Act waiting period has been satisfied.

 

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Termination of the Merger Agreement (Page 148)

        Dawson and TGC can mutually agree to terminate the merger agreement at any time. Either Dawson or TGC can unilaterally terminate the merger agreement in various circumstances, including the following:

    the merger has not occurred on or before March 31, 2015 (or May 31, 2015 if all conditions, other than (1) the termination or expiration of the waiting period under the HSR Act or (2) the absence of any judgment, injunction, order or decree in effect, or any law, statute, rule or regulation enacted, that prohibits the consummation of the merger, have been or are capable of being fulfilled);

    Dawson shareholders have failed to approve the merger proposal at the Dawson special meeting;

    TGC shareholders have failed to approve any of (i) the share issuance proposal, (ii) the reverse stock split proposal or (iii) the TGC name change proposal;

    a governmental authority shall have issued an order, decree or ruling or taken any other action permanently restraining, enjoining or otherwise prohibiting the merger and that order, decree, ruling or other action shall have become final and nonappealable;

    the other party has breached or failed to perform any of its representations and warranties, covenants or agreements in the merger agreement such that the conditions to the closing of the merger agreement would fail and that breach or failure is incapable of being cured prior to the termination date or is not cured within 30 days after notice of the breach or failure to perform;

    either party's board of directors changes, or fails to reaffirm when requested by the other party, its recommendation that shareholders approve the matters relating to the proposed merger;

    the other party incurs impairment charges or write-downs to such party's assets in an aggregate amount exceeding 10% of such party's net property, plant and equipment as reported on such party's balance sheet for the period ended June 30, 2014;

    litigation is filed against the other party arising from such party's operations (and not in connection with the merger agreement or the transactions contemplated thereby) and the damages that could reasonably be expected to result from any adverse judgment in connection with such litigation (other than losses covered by applicable insurance) exceed 10% of such party's net property, plant and equipment as reported on such party's balance sheet for the period ended June 30, 2014; or

    prior to obtaining the required approval of its shareholders, the terminating party enters into a binding definitive agreement providing for a "superior proposal" as defined in the merger agreement which is attached as Annex A. See "The Merger Agreement—Covenants and Agreements—No Solicitation," as long as the terminating party has complied in all respects with the non-solicitation provisions of the merger agreement and the terminating party pays the other party a termination fee of $2.0 million and reimburses the other party for up to $1.5 million of its out-of-pocket expenses.


Termination Fee and Expense Reimbursement (Page 149)

        TGC is required to pay Dawson a termination fee of $2.0 million in the event the merger agreement is terminated because:

    an acquisition proposal relating to at least 50% of TGC's common stock or assets is made public and subsequent to such public announcement,

 

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      the merger agreement is terminated due to (1) the merger not closing on or before March 31, 2015 (or, in certain circumstances, May 31, 2015), (2) TGC shareholders not approving any of (i) the issuance of TGC common stock pursuant to the merger agreement, (ii) the 1-for-3 reverse stock split with respect to TGC common stock or (iii) the change of TGC's name to "Dawson Geophysical Company," or (3) TGC breaching or failing to perform any of its representations and warranties, covenants or agreements in the merger agreement, and

      TGC enters into a definitive agreement relating to an acquisition proposal within one year after termination of the merger agreement;

    TGC's board of directors changes, or fails to reaffirm when requested by Dawson, its recommendation that TGC shareholders approve the issuance of TGC common stock pursuant to the merger agreement; or

    TGC enters into a superior proposal.

        Dawson is required to pay TGC a termination fee of $2.0 million in the event the merger agreement is terminated because:

    an acquisition proposal relating to at least 50% of Dawson's common stock or assets is made public and subsequent to such public announcement,

    the merger agreement is terminated due to (1) the merger not closing on or before March 31, 2015 (or, in certain circumstances, May 31, 2015), (2) Dawson shareholders not approving the merger agreement or (3) Dawson breaching or failing to perform any of its representations and warranties, covenants or agreements in the merger agreement, and

    Dawson enters into a definitive agreement relating to an acquisition proposal within one year after termination of the merger agreement;

    Dawson's board of directors changes, or fails to reaffirm when requested by TGC, its recommendation that Dawson shareholders approve the merger agreement; or

    Dawson enters into a superior proposal.

        Furthermore, either Dawson or TGC will have to pay to the other party out-of-pocket expenses, including all fees and expenses payable to all legal, accounting, financial, public relations and other professional advisors arising out of, in connection with, or related to the merger, up to a maximum of $1.5 million in the aggregate, if the merger agreement is terminated under certain circumstances.


Conflicts of Interests (Page 122)

        The directors and executive officers of TGC and Dawson have interests in the merger that are different from, or in addition to, the interests of holders of TGC's and Dawson's common stock. These interests include certain TGC and Dawson directors and executive officers being entitled to receive certain benefits in connection with the proposed merger. Some of these benefits include the following:

    the accelerated vesting of TGC's and Dawson's unvested options, if any, to purchase shares of TGC common stock held by TGC's and Dawson's directors and executive officers immediately prior to the merger;

    the conversion or accelerated vesting, as applicable, of shares of restricted stock or restricted stock units of TGC and Dawson held by TGC's and Dawson's directors and executive officers immediately prior to the merger; and

    employment agreements between certain individuals and TGC.

 

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        Dawson's board of directors was aware of these interests and considered them, among other matters, in making its recommendation that Dawson shareholders vote in favor of the merger proposal. See "The Merger—Dawson's Reasons for the Merger and Recommendation of Dawson's Board of Directors" beginning on page 93.

        TGC's board of directors was aware of these interests and considered them, among other matters, in making its recommendation that TGC shareholders vote in favor of the share issuance proposal, the reverse stock split proposal and the TGC name change proposal. See "The Merger—TGC's Reasons for the Merger and Recommendation of TGC's Board of Directors" beginning on page 98.


Acquisition Proposals (Page 139)

        Dawson and TGC have agreed not to, and to cause their respective subsidiaries, directors, officers, employees or agents or any investment banker, financial advisor, attorney, accountant or other advisor or representative not to, solicit, initiate, approve, endorse, recommend, or encourage, or take any other action designed to, or which would reasonably be expected to, facilitate, any inquiry or the making or announcement of any proposal or offer that constitutes, or that would reasonably be expected to lead to, an "acquisition proposal" as defined in the merger agreement which is attached as Annex A. See "The Merger Agreement—Covenants and Agreements—No Solicitation" beginning on page 139.

        Prior to obtaining the required approval from their respective shareholders, Dawson and TGC are permitted to: (1) furnish information and access in response to a written request for information or access to any person making an acquisition proposal which was not solicited, initiated, knowingly encouraged, or knowingly facilitated by Dawson or TGC, as applicable, and (2) participate in discussions and negotiate with such person concerning any such unsolicited acquisition proposal if the following conditions are met:

    Dawson or TGC, as applicable, has not breached its non-solicitation covenant contained in the merger agreement in any material respect;

    the board of directors of Dawson or TGC, as applicable, determines in good faith, after receipt of advice from outside counsel and its financial advisor, that such acquisition proposal constitutes or is reasonably likely to lead to a superior proposal; and

    Dawson or TGC, as applicable, enters into a customary confidentiality agreement with the person making such acquisition proposal, and all such information provided to such person has previously been provided to or is provided to the other party concurrently with its provision to such person.

        Also, Dawson's and TGC's respective boards of directors may not change, or fail to reaffirm when requested by the other party, their recommendation to shareholders or terminate the merger agreement and enter into an agreement in respect of another acquisition proposal unless (1) such change in or failure to reaffirm its recommendation is made prior to obtaining the required approval from their respective shareholders and (2) the following conditions are met: (i) an acquisition proposal has been made and not withdrawn, (ii) Dawson's or TGC's board of directors, as the case may be, determines in good faith, after receipt of advice from outside counsel and a financial advisor of nationally recognized reputation, that such acquisition proposal constitutes a superior proposal, (iii) Dawson's or TGC's board of directors, as the case may be, determines in good faith, after receipt of advice from outside counsel, that the failure to take such action would be reasonably likely to result in a breach of fiduciary duties to the shareholders of Dawson or TGC, as applicable, and (iv) in the case of terminating the merger agreement to enter into an acquisition proposal, Dawson or TGC, as applicable, has paid the other party a termination fee equal to $2.0 million and up to $1.5 million of the other party's out-of-pocket expenses. In addition, no party's board of directors may change, or fail to reaffirm, its

 

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recommendation or terminate the merger agreement and enter into an agreement in respect of another acquisition proposal:

    until after the third business day following the delivery of notice of intent to change its recommendation or terminate the merger agreement and enter into an agreement providing for a superior proposal by the party taking such action, or the no-shop party;

    unless during such three business day period, the no-shop party shall, and shall cause its financial and legal advisors to, upon the other party's request, discuss with the other party in good faith any adjustments to the terms and conditions of the merger agreement that the other party may propose in response to the superior proposal; and

    if, prior to the expiration of such three business day period, the other party makes a proposal to adjust the terms and conditions of the merger agreement that the no-shop party's board of directors determines in good faith, after receipt of advice from outside legal counsel and a financial advisor of nationally recognized reputation, to be at least as favorable as the superior proposal.

        However, the other party will not have an exclusive right to match any superior proposal if the no-shop party's board of directors determines in good faith, after receipt of advice from a financial advisor of nationally recognized reputation, that a superior proposal, if consummated, would result in such no-shop party's shareholders receiving consideration valued at 115% or more of the consideration to be received by such no-shop party's shareholders pursuant to the transactions contemplated by the merger agreement, as such consideration may have then been modified by the other party in response to such acquisition proposal.


Risk Factors (Page 43)

        In deciding how to vote your Dawson or TGC shares, you should read carefully this entire joint proxy statement/prospectus, including the documents incorporated by reference herein and the Annexes hereto, and especially consider the factors discussed in the section titled "Risk Factors." These risks include possible difficulties in TGC's ability to integrate effectively the businesses of Dawson and TGC, two companies that have previously operated independently.


Material U.S. Federal Income Tax Consequences of the Merger (Page 197)

        Dawson and TGC each expect the merger to be a reorganization pursuant to Section 368(a) of the Code to the extent Dawson shareholders receive TGC common stock pursuant to the merger, but not with respect to cash received in lieu of fractional shares of TGC common stock.

        It is a condition to the closing of the merger that counsel for Dawson and TGC deliver opinions to the effect that the merger will qualify as such a reorganization. While the condition is waivable, neither Dawson nor TGC intends to waive this closing condition. If either party were to waive the condition, and the resulting change in tax consequences to Dawson shareholders would be material, Dawson and TGC would recirculate this joint proxy statement/prospectus or a supplement thereto and resolicit proxies.

        Please review carefully the information under the caption "Material U.S. Federal Income Tax Consequences of the Merger" for a description of the material U.S. federal income tax consequences of the merger. The tax consequences to you will depend on your own situation. You are urged to consult your tax advisor for a full understanding of the tax consequences of the merger to you.

 

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Accounting Treatment (Page 121)

        Although TGC is the legal acquirer and will issue shares of its common stock to effect the merger with Dawson, the business combination will be accounted for as an acquisition of TGC by Dawson using the "acquisition" method of accounting.


Listing of TGC Common Stock and Delisting and Deregistration of Dawson Common Stock (Page 121)

        It is a condition to the merger that the shares of common stock to be issued by TGC pursuant to the merger agreement be authorized for listing on NASDAQ subject to official notice of issuance. The shares of common stock to be issued by TGC pursuant to the merger agreement will be fully interchangeable with the TGC common stock currently trading under the symbol "TGE" on NASDAQ after giving effect to the 1-for-3 reverse stock split. Immediately prior to the merger, TGC will change its name to "Dawson Geophysical Company" and seek to change the trading symbol for TGC common stock to "DWSN" on NASDAQ.

        Shares of Dawson common stock are currently traded on NASDAQ under the symbol "DWSN." If the merger is completed, Dawson common stock will no longer be listed on NASDAQ and will be deregistered under the Securities Exchange Act of 1934, as amended, or the Exchange Act, and Dawson will no longer file periodic reports with the SEC.


Appraisal Rights (Page 128)

        Neither Dawson nor TGC shareholders are entitled to any appraisal or dissenters' rights in connection with the proposed merger or any other matter proposed to be acted upon.


Comparison of Shareholder Rights (Page 203)

        Dawson and TGC are both Texas corporations. Upon completion of the merger, the holders of Dawson common stock will become holders of TGC common stock and their rights will continue to be governed by the Texas Business Organizations Code, or the TBOC, but will also be governed by TGC's amended and restated certificate of formation, as amended, and amended and restated bylaws, as amended. Dawson shareholders should consider that TGC's amended and restated certificate of formation and amended and restated bylaws, as amended, differ in some material respects from Dawson's second restated articles of incorporation and second amended and restated bylaws.

 

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FINANCIAL SUMMARY

Selected Historical Financial Data of Dawson

        The following tables set forth Dawson's selected historical financial information, which has been derived from Dawson's audited financial statements as of September 30, 2014, 2013, 2012, 2011 and 2010 and for the years then ended. This disclosure does not include the effects of the merger. You should read this financial information in conjunction with "Management's Discussion and Analysis of Financial Condition and Results of Operations" and the financial statements and notes thereto in Dawson's Annual Report on Form 10-K for the fiscal year ended September 30, 2014, incorporated by reference in this joint proxy statement/prospectus. See "Where You Can Find More Information" beginning on page 225.

        The results of operations for the historical periods included in the following table are not necessarily indicative of the results to be expected for future periods.


Dawson Statement of Operations Data

 
  Year Ended September 30,  
 
  2014   2013   2012   2011   2010  

Operating revenue

  $ 261,683,000   $ 305,299,000   $ 319,274,000   $ 333,279,000   $ 205,272,000  

Operating costs

                               

Operating expenses

    223,336,000     234,660,000     258,970,000     292,519,000     185,588,000  

General and administrative

    16,083,000     13,364,000     11,205,000     13,550,000     7,131,000  

Depreciation

    40,168,000     37,095,000     32,498,000     30,536,000     27,126,000  
                       

Total operating costs

    279,587,000     285,119,000     302,673,000     336,605,000     219,845,000  

Income (loss) from operations

    (17,904,000 )   20,180,000     16,601,000     (3,326,000 )   (14,573,000 )

Other income (expense)

    4,000     (610,000 )   (85,000 )   519,000     583,000  
                       

Income (loss) before income tax

    (17,900,000 )   19,570,000     16,516,000     (2,807,000 )   (13,990,000 )

Income tax benefit (expense)

    5,280,000     (9,090,000 )   (5,403,000 )   (439,000 )   4,638,000  

Net income (loss)

  $ (12,620,000 ) $ 10,480,000   $ 11,113,000   $ (3,246,000 ) $ (9,352,000 )
                       
                       

Basic income (loss) per common share

  $ (1.59 ) $ 1.31   $ 1.40   $ (0.42 ) $ (1.20 )

Diluted income (loss) per common share

  $ (1.59 ) $ 1.31   $ 1.39   $ (0.42 ) $ (1.20 )

 

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Dawson Balance Sheet Data

 
  September 30,  
 
  2014   2013   2012   2011   2010  

Current assets:

                               

Cash and cash equivalents

  $ 22,753,000   $ 52,405,000   $ 57,373,000   $ 26,077,000   $ 29,675,000  

Short-term investments

    27,000,000     23,500,000     4,000,000         20,012,000  

Accounts receivable, net of allowance for doubtful accounts

    39,995,000     37,488,000     53,719,000     86,716,000     57,726,000  

Prepaid expenses and other assets

    2,420,000     737,000     762,000     4,254,000     7,856,000  

Current deferred tax asset

    5,977,000     1,664,000     1,925,000     1,236,000     1,764,000  
                       

Total current assets

    98,145,000     115,794,000     117,779,000     118,283,000     117,033,000  
                       

Property, plant and equipment, net

    164,494,000     173,233,000     161,396,000     146,541,000     118,043,000  
                       

Total assets

  $ 262,639,000   $ 289,027,000   $ 279,175,000   $ 264,824,000   $ 235,076,000  
                       
                       

Current liabilities:

                               

Accounts payable

  $ 10,720,000   $ 15,880,000   $ 18,544,000   $ 18,732,000   $ 14,274,000  

Revolving line of credit

                               

Payroll costs and other taxes

    1,998,000     1,850,000     1,802,000     1,436,000     2,969,000  

Other

    4,097,000     6,154,000     6,425,000     9,230,000     8,619,000  

Deferred revenue

    801,000     3,438,000     3,467,000     9,616,000     204,000  

Current maturities of notes payable

    6,752,000     9,258,000     9,131,000     5,290,000      
                       

Total current liabilities

    24,368,000     36,580,000     39,369,000     44,304,000     26,066,000  
                       

Notes payable less current maturities

    4,933,000     3,697,000     11,179,000     10,281,000      

Deferred tax liability

    33,808,000     35,690,000     27,678,000     22,076,000     18,785,000  

Shareholders' equity

    199,530,000     213,060,000     200,949,000     188,163,000     190,225,000  
                       

Total liabilities and shareholders' equity

  $ 262,639,000   $ 289,027,000   $ 279,175,000   $ 264,824,000   $ 235,076,000  
                       
                       


Other Dawson Financial Data

 
  Year Ended September 30,  
 
  2014   2013   2012   2011   2010  

Capital expenditures

  $ 34,073,000   $ 50,069,000   $ 47,664,000   $ 59,380,000   $ 19,962,000  


Dawson Developments for Period Ended September 30, 2014

        On December 15, 2014, Dawson filed with the SEC its Annual Report on Form 10-K for the fiscal year ended September 30, 2014. The following is a summary of Dawson's results for the fiscal year ended September 30, 2014 and 2013. This summary is not intended to be a comprehensive statement of Dawson's results for this period. Full financial results are included in Dawson's Annual Report on Form 10-K for the fiscal year ended September 30, 2014.

        Dawson's operating revenues decreased 14% to $261,683,000 in fiscal 2014 from $305,299,000 in fiscal 2013. The revenue decrease in fiscal 2014 was primarily the result of a reduction in crew utilization. Third-party charges, for which we are reimbursed by clients, decreased slightly in fiscal 2014 compared to fiscal 2013.

 

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        Dawson's operating expenses decreased 5% to $223,336,000 in fiscal 2014 from $234,660,000 in fiscal 2013 primarily due to the slight decrease in reimbursed third-party charges. The decrease can be attributed to a reduction in survey related charges.

        During fiscal 2013, Dawson mostly operated fourteen data acquisition crews, except in the last fiscal quarter of 2013 when demand only supported eight data acquisition crews. During fiscal 2014, Dawson operated eight to twelve data acquisition crews. Despite the reduction in crew count and channel count deployment, Dawson maintained a balanced order book in terms of the client mix and geographical diversity with the majority of the projects in oil and liquids-rich basins. The majority of Dawson's crews are currently working in oil producing basins. However, in recent years, Dawson has experienced periods in which the services provided were primarily to clients seeking natural gas.

        During 2012, Dawson entered into the Canadian market. This market is highly seasonal and operates primarily from late November through March, depending upon weather conditions. Demand in Canada was softer than anticipated for the second consecutive winter season. During fiscal 2014, Canadian operations had a significantly negative effect on our fiscal 2014 financial results.

        For fiscal year 2014, Dawson made capital expenditures, on an accrual basis, of $34,073,000, primarily to purchase 9,000 three-channel Geospace Technologies GSX units, 10,000 three-channel geophones and vehicles to improve its fleet and to meet necessary maintenance capital requirements. Dawson's Board of Directors has approved an initial fiscal 2015 capital budget of $10,000,000 for maintenance capital requirements. Historically, Dawson has primarily relied on cash generated from operations, cash reserves and borrowings from commercial banks to fund its working capital requirements and, to some extent, its capital expenditures. Recently, Dawson has funded some of its capital expenditures through equipment term loans and capital leases. Dawson has also funded its capital expenditures and other financing needs from time to time through public equity offerings.

        The financial information set forth in this "Dawson Developments" section regarding EBITDA (defined as earnings before interest expense, income taxes and depreciation and amortization expense) may be derived from methods that are not considered generally accepted accounting principles in the United States, or GAAP. Dawson provided this information because Dawson believes it could be useful in evaluating Dawson's operating performance. EBITDA should not be considered in isolation from, or as a substitute for, financial information presented in compliance with GAAP, and EBITDA as used by Dawson may not be comparable to similarly titled amounts used by other companies. The below table reconciles Dawson's EBITDA for the fiscal years ended September 30, 2014 and 2013 to Dawson's net income (loss) during the same period.


Dawson Reconciliation of EBITDA to Net Income (Loss)

 
  Years Ended September 30,  
 
  2014   2013  

Net (loss) income

  $ (12,620,000 ) $ 10,480,000  

Depreciation

    40,168,000     37,095,000  

Interest expense (income), net

    462,000     597,000  

Income tax (benefit) expense

    (5,280,000 )   9,090,000  
           

EBITDA

  $ 22,730,000   $ 57,262,000  
           

 

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Selected Historical Consolidated Financial Data of TGC

        The following tables set forth TGC's selected historical consolidated financial information that has been derived from TGC's audited consolidated financial statements as of December 31, 2013, 2012, 2011, 2010 and 2009 and for the years then ended and from the unaudited consolidated financial statements as of September 30, 2014 and 2013 and for the nine months then ended. This disclosure does not include the effects of the merger. You should read this financial information in conjunction with "Management's Discussion and Analysis of Financial Condition and Results of Operations" in the section "Information About TGC," beginning on page 167, and the consolidated financial statements and notes thereto including herein, beginning on page F-1.

        The results of operations for the historical periods included in the following table are not necessarily indicative of the results to be expected for future periods.


TGC Statement of Operations Data

 
  Nine Months Ended
September 30,
  December 31,  
 
  2014   2013   2013   2012   2011   2010   2009  
 
  (Unaudited)
   
   
   
   
   
 

Operating revenue

  $ 93,133,099   $ 115,806,689   $ 134,534,540   $ 196,317,215   $ 151,028,582   $ 108,318,801   $ 90,431,899  

Operating costs and expenses:

                                           

Cost of services

    76,641,928     90,011,820     107,675,356     135,279,937     104,022,944     85,932,862     65,379,612  

Selling, general and administrative expense

    7,060,970     7,226,433     9,593,068     8,755,270     9,626,679     6,894,500     5,522,939  

Depreciation and amortization expense

    14,639,933     19,110,476     24,644,190     25,502,597     19,214,069     15,343,804     14,621,237  
                               

Total operating costs

    98,342,831     116,348,729     141,912,614     169,537,804     132,863,692     108,171,166     85,523,788  

Income (loss) from operations

    (5,209,732 )   (542,040 )   (7,378,074 )   26,779,411     18,164,890     147,635     4,908,111  

Interest expense

    506,296     903,667     1,091,476     1,222,454     784,425     790,417     1,020,681  

Income (loss) before income tax

    (5,716,028 )   (1,445,707 )   (8,469,550 )   25,556,957     17,380,465     (642,782 )   3,887,430  

Income tax expense (benefit)

    (1,954,251 )   158,537     (2,153,509 )   9,885,078     6,547,250     579,900     2,007,811  
                               

Net income (loss)

  $ (3,761,777 ) $ (1,604,244 ) $ (6,316,041 ) $ 15,671,879   $ 10,833,215   $ (1,222,682 ) $ 1,879,619  
                               
                               

Basic income (loss) per common share(1)

  $ (0.17 ) $ (0.07 ) $ (0.29 ) $ 0.73   $ 0.51   $ (0.06 ) $ 0.10  

Diluted income (loss) per common share(1)

  $ (0.17 ) $ (0.07 ) $ (0.29 ) $ 0.72   $ 0.50   $ (0.06 ) $ 0.10  

(1)
All per share amounts for the periods presented above have been adjusted to reflect stock dividends paid to TGC shareholders of record during the applicable periods.

 

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TGC Balance Sheet Data

 
   
  December 31,  
 
  September 30,
2014
 
 
  2013   2012   2011   2010   2009  
 
  (Unaudited)
   
   
   
   
   
 

Current assets:

                                     

Cash and cash equivalents

  $ 25,064,116   $ 16,130,374   $ 8,614,244   $ 15,745,559   $ 13,072,503   $ 25,504,149  

Trade accounts receivable, net of allowance for doubtful accounts

    8,985,899     10,742,412     35,640,758     19,351,023     17,166,709     9,455,224  

Cost and estimated earnings in excess of billings on uncompleted contracts

    4,620,300     2,312,947     6,263,943     5,101,478     4,578,580     474,059  

Prepaid expenses and other assets

    2,790,235     1,808,411     1,824,779     1,606,936     1,600,450     648,872  

Prepaid federal and state income tax

        3,909,198             1,219,165     943,600  
                           

Total current assets

    41,460,550     34,903,342     52,343,724     41,804,996     37,637,407     37,025,904  
                           

Property, plant and equipment, net

    54,211,727     63,107,196     89,385,767     57,796,831     49,715,626     47,583,333  

Goodwill and other assets

    283,472     291,000     298,347     279,400     262,364     1,440,488  
                           

Total assets

  $ 95,955,749   $ 98,301,538   $ 142,027,838   $ 99,881,227   $ 87,615,397   $ 86,049,725  
                           
                           

Current liabilities:

                                     

Trade accounts payable

    7,294,617     4,097,819     13,680,538     9,256,392     9,261,238     4,126,474  

Accrued liabilities

    3,396,131     2,585,993     5,544,071     2,598,126     1,808,149     1,337,437  

Billings in excess of costs and estimated earnings on uncompleted contracts

    2,531,275     653,220     3,757,349     937,755     5,486,017     7,077,941  

Federal and state income taxes payable

    890,093         4,569,891     2,017,644          

Current maturities on notes payable

    9,214,619     8,434,879     10,615,279     5,802,513     6,316,852     6,407,892  

Current maturities of capital lease obligations

    937,048     1,423,268     1,960,503     1,336,037     1,071,263     780,526  
                           

Total current liabilities

    24,263,783     17,195,179     40,127,631     21,948,467     23,943,519     19,730,270  
                           

Notes payable, less current maturities

    6,312,379     6,483,112     14,412,598     5,328,892     4,718,492     5,875,390  

Capital lease obligations, less current maturities

    364,801     901,707     1,884,937     1,626,612     1,302,963     631,757  

Long-term deferred tax liability

    1,025,116     4,590,739     7,617,111     7,257,576     4,787,623     7,117,030  

Shareholders' equity

    63,989,670     69,130,801     77,985,561     63,719,680     52,862,800     52,695,278  
                           

Total liabilities and shareholders' equity

  $ 95,955,749   $ 98,301,538   $ 142,027,838   $ 99,881,227   $ 87,615,397   $ 86,049,725  
                           
                           

Other TGC Financial Data

 
  Nine Months Ended
September 30,
  Year Ended December 31,  
 
  2014   2013   2013   2012   2011   2010   2009  
 
  (Unaudited)
   
   
   
   
   
 

Capital expenditures

  $ 7,516,313   $ 1,618,946   $ 2,474,865   $ 57,107,732   $ 30,730,385   $ 15,225,578   $ 1,959,706  

TGC Developments for Period Ended September 30, 2014

        On November 10, 2014, TGC filed with the SEC its Quarterly Report on Form 10-Q for the quarter ended September 30, 2014. The following is a summary of TGC's unaudited results for the nine months ended September 30, 2014 and 2013. This summary is not intended to be a comprehensive statement of TGC's unaudited financial results for these periods. For additional information, see "Information About TGC—Management's Discussion and Analysis of Financial Condition and Results of Operations," beginning on page 167.

        TGC's revenues were $93.1 million for the nine months ended September 30, 2014, compared to $115.8 million for the same period of 2013, a decrease of 19.6%. TGC's cost of services was $76.6 million for the nine months ended September 30, 2014, compared to $90.0 million for the same period of 2013, a decrease of 14.9%. Selling, general and administrative expenses were $7.1 million for the nine months ended September 30, 2014, compared to $7.2 million for the same period of 2013, a decrease of 2.3%, or approximately $165,000.

 

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        Net loss in the nine months ended September 30, 2014 increased to $3.8 million from $1.6 million in the nine months ended September 30, 2013. Income tax benefit was $2.0 million for the nine months ended September 30, 2014, compared to income tax expense of $0.2 million for the same period of 2013. The income tax benefit for the nine months ended September 30, 2014, at a rate of 34.2%, was due primarily to our loss before income taxes, compared to the income tax expense for the nine months ended September 30, 2013, which was primarily due to permanent tax differences. EBITDA (a non-GAAP number) was $9.4 million for the nine months ended September 30, 2014 compared to $18.6 million in the nine months ended September 30, 2013.

        During the nine months ended September 30, 2014, TGC acquired $7.5 million of vehicles and equipment including the purchase in September 2014 of a 10,500-channel INOVA Hawk seismic data acquisition system and to add to and replace similar vehicles and equipment. TGC financed these acquisitions by issuing a $6.1 million note to a commercial bank to finance the INOVA Hawk system mentioned above, using $1.3 million of cash on hand and by incurring $0.2 million in capital lease obligations from a vehicle leasing company.

        The financial information set forth in this "TGC Developments" section regarding EBITDA is a non-GAAP financial measure. TGC uses EBITDA as a supplemental financial measure to assess:

    the financial performance of its assets without regard to financing methods, capital structures, taxes, or historical cost basis;

    our liquidity and operating performance over time and in relation to other companies that own similar assets and that we believe calculate EBITDA in a manner similar to TGC; and

    the ability of our assets to generate cash sufficient for TGC to pay potential interest costs.

        TGC also understands that such data is used by investors to assess TGC's performance. However, EBITDA is not a measure of operating income, operating performance, or liquidity presented in accordance with generally accepted accounting principles. When assessing TGC's operating performance or our liquidity, you should not consider this data in isolation or as a substitute for net income, cash flow from operating activities, or other cash flow data calculated in accordance with generally accepted accounting principles. EBITDA excludes some, but not all, items that affect net income and operating income, and these measures may vary among other companies. Therefore, EBITDA as presented below may not be comparable to similarly titled measures of other companies. Further, the results presented by EBITDA cannot be achieved without incurring the costs that the measure excludes: interest expense, income taxes, and depreciation and amortization. The table below reconciles TGC's EBITDA for the nine months ended September 30, 2014 and 2013 to TGC's net loss during the same periods.

TGC Reconciliation of EBITDA to Net Loss

 
  Nine Months Ended September 30,  
 
  2014   2013  
 
  (Unaudited)
 

Net loss

  $ (3,761,777 ) $ (1,604,244 )

Depreciation and amortization expense

    14,639,933     19,110,476  

Interest expense

    506,296     903,667  

Income tax expense (benefit)

    (1,954,251 )   158,537  
           

EBITDA

  $ 9,430,201   $ 18,568,436  
           
           

 

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Selected Unaudited Pro Forma Condensed Combined Consolidated Financial and Other Information

        The following selected unaudited pro forma condensed combined consolidated financial information is based on the historical consolidated financial information of Dawson and the historical consolidated financial information of TGC appearing elsewhere in this joint proxy statement/prospectus and has been prepared to reflect the proposed merger of Merger Sub with and into Dawson. The data in the selected unaudited pro forma condensed combined consolidated balance sheet as of September 30, 2014 assume the proposed merger of Merger Sub with and into Dawson was completed on that date. The data in the selected unaudited pro forma condensed combined consolidated statement of operations for the fiscal year ended September 30, 2014 assume the proposed merger was completed October 1, 2013, the first day of Dawson's 2014 fiscal year.

        Dawson's audited statement of operations for the fiscal year ended September 30, 2014 has been combined with TGC's historical consolidated statement of operations for the fourth quarter ended December 31, 2013 and the nine months ended September 30, 2014, and gives effect to the merger as if it had been completed on October 1, 2013, the first day of Dawson's 2014 fiscal year.

        The selected unaudited pro forma condensed combined consolidated financial information should be read in conjunction with the historical financial statements and related notes thereto of Dawson, which are incorporated by reference from Dawson's Annual Report on Form 10-K for the fiscal year ended September 30, 2014, and TGC, which begin on page F-1 of this joint proxy statement/prospectus, and other information included in or incorporated by reference into this joint proxy statement/prospectus. See "Where You Can Find More Information" beginning on page 225.

        The selected unaudited pro forma condensed combined consolidated financial information has been prepared for illustrative purposes only and is not necessarily indicative of the financial position or results of operations of Dawson had (1) the proposed merger of Merger Sub with and into Dawson occurred on September 30, 2014 and/or (2) the proposed merger of Merger Sub with and into Dawson occurred on October 1, 2013.

        The historical financial information has been adjusted in the selected unaudited pro forma condensed combined consolidated financial information to give effect to pro forma events that are (1) directly attributable to the merger, (2) factually supportable, and (3) with respect to the statement of income or the statement of operations, expected to have a continuing impact on the combined results of Dawson and TGC. All pro forma financial information uses Dawson's period-end dates and no adjustments were made to TGC's information for its different period-end dates.

        Although TGC is the legal acquirer and is expected to issue 14,255,220 shares of its common stock to effect the merger with Dawson, the business combination will be accounted for as a reverse acquisition with Dawson considered the accounting acquirer. As a result, the fair value of TGC's common stock issued and outstanding as of the date of the merger will be allocated to the underlying tangible and intangible assets and liabilities of TGC based on their respective fair values. The selected unaudited pro forma condensed combined consolidated financial information was prepared in accordance with the regulations of the SEC.

        The purchase price will be determined on the basis of the fair value of common shares of TGC on the date the transaction is consummated plus the fair value of any other consideration transferred. The estimated purchase price for this selected unaudited pro forma condensed combined consolidated financial information was based on 7,332,336 TGC shares of common stock to be outstanding after the 1-for-3 reverse stock split prior to the consummation of the merger and the closing price of TGC common stock as of December 29, 2014. The estimated purchase price does not include an estimate of cash payable to Dawson shareholders in lieu of fractional shares which is required pursuant to the terms of the merger agreement, as information is not readily available to estimate such amount. Dawson anticipates that the amount of any such cash payment will be immaterial. At this time, Dawson

 

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has not performed detailed valuation analyses to determine the fair values of TGC's assets and liabilities, and accordingly, the selected unaudited pro forma condensed combined consolidated financial information includes a preliminary allocation of the purchase price based on assumptions and estimates which, while considered reasonable under the circumstances, are subject to changes, and such changes may be material. Additionally, Dawson has not yet performed the necessary analysis to identify all of the adjustments that may be required to conform TGC's accounting policies to Dawson's or to identify other items that could significantly impact the purchase price allocation or the assumptions and adjustments made in preparation of this selected unaudited pro forma condensed combined consolidated financial information. Upon completion of detailed valuation analyses, there may be additional increases or decreases to the recorded book values of TGC's assets and liabilities, including, but not limited to, property, plant and equipment and intangible assets that will give rise to future amounts of depreciation and amortization expenses or credits that are not reflected in the information contained in this selected unaudited pro forma condensed combined consolidated financial information. In addition, the estimated purchase price itself is preliminary and will be adjusted based upon the price per share of TGC common stock on the date the merger is completed and the number of shares of TGC common stock outstanding on the same date. Accordingly, once the necessary procedures have been performed, the final purchase price has been determined and the purchase price allocation has been completed, actual results may differ materially from the information presented in this selected unaudited pro forma condensed combined consolidated financial information.

        Additionally, TGC expects to incur costs associated with integrating the operations of Dawson and TGC. The unaudited pro forma condensed combined consolidated financial information does not reflect the cost of any integration activities or benefits from the merger that may be derived from any integration activities, both of which could have a material effect on the results of operations in periods following the completion of the merger. In addition, the unaudited pro forma condensed combined consolidated financial information does not include costs directly attributable to the transaction, employee retention costs or professional fees incurred by Dawson or TGC pursuant to provisions contained in the merger agreement, as those costs are not considered part of the purchase price.

 
  Year Ended
September 30, 2014
 

Pro Forma Income Statement Data:

       

Operating revenue

  $ 373,544,000  

Loss from operations

  $ (20,280,000 )

Loss before income tax

  $ (20,970,000 )

Net Loss

  $ (15,160,000 )

Basic loss per common share

  $ (0.70 )

Diluted loss per common share

  $ (0.70 )

 

 
  As of
September 30, 2014
 

Pro Forma Balance Sheet Data:

       

Total current assets

  $ 141,354,000  

Net property, plant and equipment

  $ 195,066,000  

Intangibles

  $ 2,700,000  

Total assets

  $ 339,120,000  

Total current liabilities

  $ 55,176,000  

Total shareholders' equity

  $ 244,755,000  

Total liabilities and shareholders' equity

  $ 339,120,000  

 

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Other Information

 
  Dawson   TGC   Pro Forma Combined  

Crew counts(1)

    10     5     15  

Total channels(1)

    178,000     145,000     323,000  

(1)
Active during the quarter ended September 30, 2014.

 

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COMPARATIVE PER SHARE MARKET PRICE AND DIVIDEND INFORMATION

Dawson Historical Market Price Data and Dividends

        Dawson's common stock is currently listed on NASDAQ under the symbol "DWSN." The following table sets forth the high and low trading prices per share of Dawson common stock on NASDAQ for the periods shown. You are urged to obtain current market quotations before making any decision with respect to the merger.

 
  Dawson  
 
  Common Stock  
Fiscal Year Ended
  High   Low  

September 30, 2012:

             

First Quarter

  $ 40.18   $ 21.57  

Second Quarter

    40.76     32.92  

Third Quarter

    34.57     20.29  

Fourth Quarter

    26.31     20.20  

September 30, 2013:

             

First Quarter

    26.64     25.54  

Second Quarter

    30.24     29.56  

Third Quarter

    38.03     36.80  

Fourth Quarter

    32.70     32.08  

September 30, 2014:

             

First Quarter

    33.95     27.56  

Second Quarter

    34.90     27.56  

Third Quarter

    30.89     25.47  

Fourth Quarter

    29.20     18.16  

September 30, 2015:

             

First Quarter (through December 29, 2014)

    18.76     10.40  

        The closing price of Dawson common stock on NASDAQ on October 8, 2014, the last full trading day prior to the public announcement of the merger, was $17.57. The closing price of Dawson common stock on NASDAQ on December 29, 2014, the last practicable full trading day prior to the date of this joint proxy statement/prospectus, was $12.11.

        On February 3, 2014, Dawson's board of directors approved the commencement of the payment of an $0.08 per share quarterly cash dividend to shareholders, subject to capital availability and a determination that cash dividends continue to be in the best interest of Dawson. Quarterly dividends were paid on February 24, 2014, May 30, 2014, August 4, 2014 and December 8, 2014 to shareholders of record at the close of business on February 14, 2014, May 16, 2014, August 15, 2014 and November 24, 2014, respectively, representing an aggregate dividend of approximately $645,000 based on the number of issued and outstanding shares of Dawson common stock as of the applicable declaration date, or approximately $2,580,000 on an annualized basis.

        Payment of any dividends in the future, however, is in the discretion of Dawson's board of directors and will depend on Dawson's financial condition, results of operations, capital and legal requirements, and other factors deemed relevant by Dawson's board of directors. Earnings, if any, are expected to be retained to fund Dawson's future operations.


TGC Historical Market Price Data and Dividends

        TGC's common stock is currently listed on NASDAQ under the symbol "TGE." The following table sets forth the high and low trading prices per share of TGC common stock on NASDAQ for the

 

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periods shown (without giving effect to the 1-for-3 reverse stock split). You are urged to obtain current market quotations before making any decision with respect to the merger.

 
  TGC  
 
  Common Stock  
Fiscal Year Ended
  High   Low  

December 31, 2012:

             

First Quarter

  $ 10.83   $ 7.09  

Second Quarter

    11.55     8.69  

Third Quarter

    10.46     5.96  

Fourth Quarter

    8.39     6.46  

December 31, 2013:

             

First Quarter

    10.43     8.05  

Second Quarter

    9.96     7.72  

Third Quarter

    10.01     7.50  

Fourth Quarter

    8.30     6.31  

December 31, 2014:

             

First Quarter

    7.45     5.66  

Second Quarter

    6.12     4.24  

Third Quarter

    5.76     3.69  

Fourth Quarter (through December 29, 2014)

    3.92     1.93  

        The closing price of TGC common stock on NASDAQ on October 8, 2014, the last full trading day prior to the public announcement of the merger, was $3.34. The closing price of TGC common stock on NASDAQ on December 29, 2014, the last practicable full trading day prior to the date of this joint proxy statement/prospectus, was $2.26.

        On December 27, 2012, TGC paid its first cash dividend of $0.15 per common share to shareholders of record at the close of business on December 17, 2012. TGC did not pay a cash dividend in 2013. On May 14, 2013 and on May 14, 2012 TGC paid 5% stock dividends to shareholders of record at the close of business on April 30, 2013 and April 30, 2012, respectively. No cash or stock dividends were declared or paid in 2014. All prior share and per share amounts have been restated to reflect the stock dividends.

        In the event the merger is not consummated, payment of any cash dividends in the future, however, will be in the discretion of TGC's board of directors and will depend on TGC's financial condition, results of operations, capital and legal requirements, and other factors deemed relevant by TGC's board of directors. Earnings, if any, are expected to be retained to fund TGC's future operations.


Value of Merger Consideration

        The following table sets forth the closing common stock price per share of Dawson and TGC on October 8, 2014, the last full trading day before the public announcement of the proposed merger and on December 29, 2014, the last practicable full trading day prior to the date of this joint proxy statement. The table also presents the implied value of one share of Dawson common stock at each applicable date, which was calculated by multiplying the closing price of TGC common stock on such date by the post-reverse stock split exchange ratio of 1.760 and multiplying the product by 3, the number of shares that will equal each outstanding share of TGC common stock following the reverse stock split.

        As reflected in the table below, while the value of TGC common stock that Dawson shareholders would receive for each share of Dawson common stock fluctuates based on the price of Dawson

 

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common stock at each measurement date, the number of shares to be issued to Dawson shareholders, and the percentage ownership that Dawson shareholders will have in the combined entity after completion of the merger, is fixed.

 
  TGC Common
Stock Price
  Dawson
Common
Stock Price
  Implied Value
of One Share
of Dawson
Common
Stock
 

October 8, 2014

  $ 3.34   $ 17.57   $ 17.64  

December 29, 2014

  $ 2.26   $ 12.11   $ 11.93  


Number of Record and Beneficial Owners

        As of December 29, 2014, the record date for each of the special meetings, there were approximately 136 record holders of Dawson common stock and approximately 136 record holders of TGC common stock. Both companies believe there are a number of additional beneficial holders of their respective shares.

 

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UNAUDITED COMPARATIVE PER SHARE DATA

        The following tables set forth for the periods presented certain per share data separately for Dawson and TGC on a historical basis and on an unaudited pro forma combined basis per share of TGC common stock reflecting the combined company. The following unaudited pro forma combined per share information should be read in conjunction with the unaudited pro forma condensed combined consolidated financial information, including the notes thereto, beginning on page 212, the historical consolidated financial statements and related notes thereto of Dawson, which are incorporated by reference from Dawson's Annual Report on Form 10-K for the fiscal year ended September 30, 2014, and TGC, which begin on page F-1 of this joint proxy statement/prospectus, and other information included in or incorporated by reference into this joint proxy statement/prospectus. See "Information About TGC" beginning on page 162 and "Where You Can Find More Information" beginning on page 225.

        The unaudited pro forma combined data per share of TGC has been calculated on the basis of the unaudited pro forma combined per share TGC common stock amounts and after giving pro forma effect to the 1-for-3 reverse stock split of TGC common stock, multiplied by the exchange ratio of 1.760. The exchange ratio represents the number of shares of TGC common stock that each Dawson shareholder would receive upon completion of the merger. These amounts are not intended to reflect future per share levels of income from continuing operations and book value of TGC following consummation of the merger.

        The unaudited pro forma combined per share information is based on the historical financial statements of Dawson and TGC and on publicly available information and certain assumptions and adjustments as discussed in "Unaudited Pro Forma Condensed Combined Consolidated Financial Information" beginning on page 212, including assumptions relating to the allocation of the consideration paid for the assets and liabilities of Dawson based on preliminary estimates of their fair value. This unaudited pro forma combined per share information is provided for illustrative purposes only and is not necessarily indicative of what the operating results or financial position of Dawson or TGC would have been had the merger and related transactions been completed at the beginning of the periods or on the dates indicated, nor is it necessarily indicative of any future operating results or financial position. Dawson and TGC may have performed differently had they been combined during the periods presented.

 
  Dawson
Historical
per Share
Data
  TGC
Historical
per Share
Data
  TGC
Pro Forma
Combined
per Share
Data
 

As of or for the Year Ended September 30, 2014:

                   

Income from continuing operations per common share:

                   

Basic(1)

  $ (1.59 ) $ (0.39 ) $ (0.70 )

Diluted(1)

  $ (1.59 ) $ (0.39 ) $ (0.70 )

Book value of shareholders' equity per common share(2)

  $ 24.74   $ 2.91     N/A  

(1)
The pro forma condensed combined consolidated statement of income for the year ended September 30, 2014 was prepared by combining Dawson's historical statement of income for the year ended September 30, 2014 and TGC's historical consolidated statement of operations for the fourth quarter ended December 31, 2013 and the nine months ended September 30, 2014, adjusted to give effect to pro forma events that are (a) directly attributable to the merger, (b) factually supportable and (c) expected to have a continuing impact on combined results.

(2)
Historical book value per share is computed by dividing shareholders' equity by the number of shares of Dawson or TGC common stock outstanding, as applicable.

 

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RISK FACTORS

        In addition to the other information contained or incorporated by reference into this joint proxy statement/prospectus, including the matters addressed in "Cautionary Statements Concerning Forward-Looking Statements" on page 58 of this joint proxy statement/prospectus, you should carefully consider the following risk factors in determining whether to vote for approval of the merger proposal or other matters. You should also read and consider the risk factors associated with each of the businesses of Dawson and TGC because these risk factors may affect the operations and financial results of TGC after the merger. Risk factors related to Dawson may be found in Dawson's Annual Report on Form 10-K for the year ended September 30, 2014 which is on file with the SEC and is incorporated by reference into this joint proxy statement/prospectus.


Risks Related to the Merger

The merger is subject to certain closing conditions which may not be satisfied, and as a result, the merger may not be completed.

        The closing of the merger is subject to certain customary closing conditions, including, among other things:

        There can be no assurance that all these closing conditions will be met, and if they are not all met (or waived to the extent they can be waived by the applicable party), the merger will not be completed.

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The date that Dawson shareholders will receive the merger consideration is uncertain.

        The date that Dawson shareholders will receive the merger consideration depends on the completion date of the merger, which is uncertain. In no event will the merger be completed later than May 31, 2015 unless Dawson and TGC otherwise agree. The date that the merger becomes effective may be later than the date of the special meetings, at the time of the Dawson special meeting, Dawson shareholders will not know the exact market value of the TGC common stock that they will receive upon completion of the merger.

Because the market price of TGC common stock will fluctuate, Dawson shareholders cannot be sure of the aggregate value of the merger consideration they will receive.

        The number of shares of TGC common stock to be issued in the merger for each share of Dawson common stock is fixed (except in the event of any stock split, reverse stock split, stock dividend, combination, reclassification, recapitalization or other similar transaction or event with respect to Dawson common stock or TGC common stock (other than the 1-for-3 TGC reverse stock split occurring immediately prior to the merger)) and will not be adjusted for changes in the market price of either Dawson common stock or TGC common stock. Accordingly, any change in the price of TGC common stock prior to the merger will affect the market value of the merger consideration that Dawson shareholders will receive as a result of the merger.

        The dollar value of the consideration received by Dawson shareholders receiving consideration of TGC common stock will depend upon the market value of TGC common stock at the effective time of the merger, and such dollar value may be different from, and lower than, the dollar value of the merger consideration today. Moreover, the price of TGC common stock as of the effective time of the merger will likely vary from the market price of TGC common stock on the date the merger agreement was announced, on the date that this joint proxy statement/prospectus is mailed to Dawson shareholders, on the date of the special meetings and after the closing of the merger.

Whether or not the merger is completed, the announcement and pendency of the merger could cause disruptions in the businesses of Dawson and TGC, which could have an adverse effect on each of their respective businesses, financial results and stock prices.

        Whether or not the merger is completed, the announcement and pendency of the merger could cause disruptions in the businesses of Dawson and TGC. Dawson and TGC have each diverted significant management resources in an effort to complete the merger and are each subject to restrictions contained in the merger agreement on the conduct of each of their respective businesses, all of which could result in an adverse effect on each of Dawson's and TGC's respective businesses, financial results and stock prices.

TGC and Dawson may have difficulty attracting, motivating and retaining employees in light of the merger, and the anticipated benefits of the merger could be reduced.

        Uncertainty about the effect of the merger on TGC's and Dawson's employees may have an adverse effect on TGC and the anticipated benefits of the merger. While it is a condition to the merger that certain officers of TGC and Dawson enter into employment agreements with TGC, the uncertainty involving the merger may impair TGC's and Dawson's abilities to attract, retain and motivate other key personnel until the merger is completed. Employee retention may be particularly challenging during the pendency of the merger, as employees may experience uncertainty about their future roles with TGC.

        The success of the merger will depend in part on the retention of personnel necessary to the business and operations of TGC. If TGC and Dawson are unable to retain key personnel, TGC could face disruptions in its operations, loss of existing clients and loss of expertise or know-how.

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The merger agreement restricts Dawson's and TGC's ability to pursue alternatives to the merger and requires Dawson and TGC to pay a termination fee to the other party of $2.0 million if it does.

        The merger agreement contains non-solicitation provisions that, subject to limited fiduciary exceptions, restrict Dawson's and TGC's ability to initiate, solicit or encourage or take any action to facilitate, discuss, negotiate or accept a competing third party proposal to acquire 20% or more of Dawson's or TGC's, as applicable, assets, revenues, net income or equity securities. Although the board of directors of each of Dawson and TGC is permitted to change its recommendation that shareholders approve the matters relating to the proposed merger if it determines in good faith that these actions are reasonably likely to be required to comply with its fiduciary duties and certain other conditions, doing so in specified situations would require such party to pay the other party a termination fee of $2.0 million. Furthermore, either Dawson or TGC will have to pay to the other party out-of-pocket expenses, including all fees and expenses payable to all legal, accounting, financial, public relations and other professional advisors arising out of, in connection with, or related to the merger, up to a maximum of $1.5 million in the aggregate, if the merger agreement is terminated under certain circumstances.

        Additionally, these non-solicitation provisions could discourage a potential acquirer that might have an interest in acquiring all or a significant part of Dawson or TGC from considering or proposing that acquisition, even if it were prepared to pay consideration with a higher per share cash or market value than the consideration contemplated by the merger agreement or might result in a potential competing acquirer proposing to pay a lower per share price to acquire Dawson or TGC than it might otherwise have proposed to pay because of the added expense of the termination fee that may become payable in certain circumstances.

Dawson's directors and executive officers have interests in the merger that are different from, and in addition to, the interests of other Dawson shareholders.

        When considering the recommendation of Dawson's board of directors that Dawson shareholders vote in favor of the merger proposal, the name change proposal and the advisory resolution proposal, Dawson shareholders should be aware that directors and executive officers of Dawson have interests in the merger that may be different from, or in addition to, the interests of a shareholder of Dawson. In particular, directors and executive officers of Dawson have rights to acceleration of any unvested stock options, restricted stock, restricted stock units and other benefits triggered prior to or upon completion of the merger and have rights to continued indemnification and insurance coverage after the completion of the merger. In addition, certain executive officers of Dawson have entered into employment arrangements with TGC that will be effective as of the closing of the merger. Dawson's board of directors was aware of these interests and considered them, among other things, in evaluating and negotiating the merger agreement and the merger and in making its recommendation that Dawson shareholders vote in favor of the adoption of the merger proposal, the name change proposal and the advisory resolution proposal. See "The Merger—Conflicts of Interests" beginning on page 122.

TGC's directors and executive officers have interests in the merger that are different from, and in addition to, the interests of other TGC shareholders.

        When considering the recommendation of TGC's board of directors that TGC shareholders vote in favor of the share issuance proposal, the reverse stock split proposal and the name change proposal, TGC shareholders should be aware that directors and executive officers of TGC have interests in the merger that may be different from, or in addition to, the interests of a shareholder of TGC. In particular, directors and executive officers of TGC have rights to acceleration of any unvested stock options, restricted stock and other benefits triggered prior to or upon completion of the merger and have rights to continued indemnification and insurance coverage after the completion of the merger. In addition, certain executive officers of TGC have entered into employment arrangements with TGC that

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will be effective as of the closing of the merger. TGC's board of directors was aware of these interests and considered them, among other things, in evaluating and negotiating the merger agreement and the merger and in making its recommendation that TGC shareholders vote in favor of the adoption of the share issuance proposal, the reverse stock split proposal and the name change proposal. See "The Merger—Conflicts of Interests" beginning on page 124.

Failure to complete the merger could negatively impact the stock price and the future business and financial results of Dawson, TGC or both.

        If the merger is not completed, Dawson and TGC will have incurred significant costs, including the diversion of management resources, for which they will have received little or no benefit and would have exposed themselves to a number of risks, including the following:

        In addition, TGC may be required to pay Dawson a termination fee of $2.0 million and reimburse Dawson's expenses up to $1.5 million and Dawson may be required to pay TGC a termination fee of $2.0 million and reimburse TGC's expenses up to $1.5 million if the merger agreement is terminated, depending on the specific circumstances of the termination. For a detailed description of the circumstances in which such termination fees will be paid, see "The Merger Agreement—Termination Fee and Expense Reimbursement" beginning on page 149.

The market for TGC common stock may be adversely affected by the issuance of shares pursuant to the proposals before TGC shareholders.

        If the merger is consummated, TGC will issue an estimated 14.3 million shares of TGC common stock to Dawson shareholders, after giving effect to the proposed reverse stock split, based on the number of shares of Dawson common stock and options to acquire Dawson common stock outstanding on December 29, 2014. The increase in the number of outstanding shares of TGC common stock may lead to sales of such stock or the perception that such sales may occur, either of which may adversely affect the market for, and the market price of, TGC common stock.

The issuance of shares of TGC common stock to Dawson shareholders in the merger will substantially reduce the percentage ownership interest of current TGC shareholders; additionally, TGC shareholders, who will own approximately 34% of TGC common stock immediately after the merger, will exercise significantly less influence over management after the merger and Dawson shareholders influence over management will also be diluted.

        If the merger is consummated, TGC will issue an estimated 14.3 million shares of TGC common stock to Dawson shareholders, after giving effect to the proposed reverse stock split, based on the number of shares of Dawson common stock and options to acquire Dawson common stock outstanding on December 29, 2014 and former Dawson and legacy TGC shareholders will own, in the aggregate, approximately 66% and 34%, respectively, of the shares of TGC common stock outstanding immediately after the merger. Therefore, immediately after the completion of the merger, TGC shareholders will have significantly less influence over the management and policies of the combined company than they currently have over the management and policies of TGC.

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        As a result of these reduced ownership percentages, both Dawson and TGC shareholders will have less influence on the management and policies of TGC following the merger than they now have with respect to their respective companies. If Dawson and TGC are unable to realize the benefits currently anticipated from the merger, Dawson and TGC shareholders will experience dilution of their ownership interest without receiving any commensurate benefit.

TGC's actual financial position and results of operations may differ materially from the unaudited pro forma financial data included herein.

        The unaudited pro forma financial data included herein are presented for illustrative purposes only and are not necessarily indicative of what the combined company's actual financial position or results of operations would have been had the merger been completed on the dates indicated. These data reflect adjustments, which are based upon preliminary estimates, to allocate the purchase price to Dawson's net assets. The purchase price allocation reflected in this document is preliminary, and final allocation of the purchase price will be based upon the actual purchase price and the fair value of the assets and liabilities of Dawson as of the date of the completion of the merger. In addition, subsequent to the closing date of the merger, there may be further refinements of the purchase price allocation as additional information becomes available.

        Accordingly, the final purchase accounting adjustments might differ materially from the pro forma adjustments reflected herein. See "Financial Summary—Selected Unaudited Pro Forma Condensed Combined Consolidated Financial Information," beginning on page 36, and "Unaudited Comparative Per Share Data," beginning on page 42, for more information.

The market price of TGC common stock after the merger may be affected by factors different from those currently affecting the respective market prices of Dawson common stock and TGC common stock.

        Upon completion of the merger, holders of Dawson common stock will become holders of TGC common stock, and holders of TGC common stock will own an interest in the combined businesses of TGC and Dawson. Dawson's business differs in certain respects from that of TGC, and, accordingly, the results of operations of the combined company and the market price of TGC common stock after the completion of the merger may be affected by factors different from those currently affecting the independent results of operations of each of TGC and Dawson. For example, TGC and Dawson operate in overlapping but not identical geographic markets and as a result are subject to different local and regional as well as national economic conditions.

TGC may not pay dividends in the foreseeable future, and current Dawson shareholders may have to rely on increases in the trading price of TGC common stock for returns on their investment following the merger.

        Dawson shareholders have received an $0.08 per share quarterly cash dividend each quarter since the Dawson board of directors announced the commencement of a cash dividend on February 3, 2014. TGC paid its first cash dividend of $0.15 per common share to shareholders of record at the close of business on December 17, 2012. TGC did not pay a cash dividend in 2013. On May 14, 2013 and on May 14, 2012 TGC paid 5% stock dividends to shareholders of record at the close of business on April 30, 2013 and April 30, 2012, respectively. TGC has not declared or paid cash or stock dividends in 2014. Following the merger, the combined company may not pay any dividends in the foreseeable future. Accordingly, former Dawson shareholders who become shareholders of the combined company may not receive cash or stock dividends, and they (and other shareholders of the combined company) may have to rely on increases in the trading price of the combined company's common stock for any returns on their investment.

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After completion of the merger, TGC and Dawson may fail to realize the anticipated benefits of the merger, which could adversely affect the value of TGC's common stock.

        The success of the merger will depend, in part, on the TGC's ability to manage effectively the businesses of Dawson and TGC and realize the anticipated benefits from the combination of Dawson and TGC. As of the date of this joint proxy statement/prospectus, TGC and Dawson believe that these benefits, which include the expansion of TGC's geographic diversity, an increase in utilization rates due to an expanded order book and the ability to enhance efficiencies because of logistical improvements, are achievable. However, it is possible that TGC will not be able to achieve these benefits fully, or at all, or will not be able to achieve them within the anticipated timeframe. Dawson and TGC have operated and, until the completion of the merger, will continue to operate, independently, and there can be no assurance that their businesses can be integrated successfully. If TGC's and Dawson's expectations as to the benefits of the merger turn out to be incorrect, or TGC is not able to successfully integrate the businesses of Dawson and TGC for any other reason, the financial and operating results and the value of TGC's common stock (including the stock issued as merger consideration) may be adversely affected.

        While certain key employees of TGC and Dawson have entered into employment agreements with TGC that will become effective upon the effective time of the merger, it is possible that the integration process could result in the loss of other key TGC or Dawson employees, as well as the disruption of each company's ongoing businesses or inconsistencies in standards, controls, procedures and policies. Specific issues that must be addressed upon completion of the merger in order to realize the anticipated benefits of the merger include, among other things:

        In addition, at times, the attention of certain members of Dawson's management and TGC's management, and the resources of the two companies, may be focused on business aspects related to the merger and the integration of the businesses of the two companies and diverted from day-to-day business operations.

TGC and Dawson may incur unexpected transaction fees and merger-related costs in connection with the merger.

        TGC and Dawson expect to incur a number of non-recurring expenses, totaling approximately $4.9 million, associated with completing the merger, as well as expenses related to combining the operations of the two companies. TGC may incur additional unanticipated costs in the integration of the businesses of TGC and Dawson. Although we expect that the elimination of certain duplicative costs, as well as the realization of other efficiencies related to the integration of the two businesses, will offset the incremental transaction and merger-related costs over time, TGC may not achieve this net benefit in the near term, or at all. Further, if the merger is not completed, both TGC and Dawson would have to recognize these expenses without realizing the expected benefits of the merger.

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The fairness opinions that TGC and Dawson have obtained have not been, and are not expected to be, updated to reflect any changes in circumstances that may have occurred since the signing of the merger agreement.

        The fairness opinion issued in connection with the merger to TGC by Stephens Inc. regarding the fairness, from a financial point of view, of the exchange ratio to TGC and the fairness opinion issued to Dawson by Raymond James & Associates, Inc. regarding the fairness, from a financial point of view, of the exchange ratio to the shareholders of Dawson, each speak only as of October 8, 2014. Changes in the operations and prospects of TGC or Dawson, general market and economic conditions and other factors which may be beyond the control of TGC and Dawson, and on which each fairness opinion was based, may have altered the value of TGC or Dawson or the market price of shares of TGC common stock as of the date of this joint proxy statement/prospectus, or may alter such values and market price by the time the merger is completed. For example, the implied value of TGC common stock was $3.33 per share on the date of the fairness opinion and $2.29 per share as of December 29, 2014, and the implied value of Dawson common stock was $17.64 per share on the date of the fairness opinion and $11.93 per share as of December 29, 2014. Neither Raymond James & Associates, Inc. nor Stephens Inc. has any obligation to update, revise or reaffirm its opinion to reflect subsequent developments, and has not done so. For a description of the opinion that TGC and Dawson received from their financial advisor, please refer to "The Merger—Opinion of TGC's Financial Advisor" and "The Merger—Opinion of Dawson's Financial Advisor," respectively, included elsewhere in this joint proxy statement/prospectus.

The completion of the merger may trigger change in control provisions in certain agreements to which either TGC or Dawson is a party.

        The completion of the merger may trigger change in control provisions in certain agreements to which either TGC or Dawson is a party. If TGC and Dawson are unable to negotiate waivers of those provisions, the counterparties may exercise their rights and remedies under the agreements (including terminating the agreements or seeking monetary penalties). Even if TGC or Dawson is able to obtain waivers, the counterparties may demand a fee for such waivers or seek to renegotiate the agreements on materially less favorable terms than those currently in place.

The combined company's results of operations could be materially adversely affected if it were required to recognize asset impairments of intangibles or goodwill associated with the merger.

        If the merger is consummated, we expect that the intangibles associated with the combination of TGC with Dawson will be a significant asset on the consolidated balance sheet for the combined company. Dawson currently anticipates the intangibles associated with the combination with TGC to be $2,700,000. See "Unaudited Pro Forma Condensed Combined Consolidated Financial Information—Unaudited Pro Forma Condensed Combined Balance Sheet as of September 30, 2014" on page 212. However, future events, including the combined company's financial performance, market valuation of it or comparable companies, loss of a significant client's business, failure to realize the benefits of the merger, or strategic decisions, could cause the combined company to conclude that impairment indicators exist and that the asset values associated with long-lived assets, including intangibles and goodwill, must be impaired. If the combined company is forced to impair intangibles, goodwill or any other long-lived asset, these noncash asset impairments could negatively affect in a material manner the combined company's results of operations in the period in which they are recorded, and the larger the amount of any impairment that may be taken, the greater the impact such impairment would have on the combined company's results of operations. See discussion of "Impairment of Long-Lived Assets" included in "Critical Accounting Policies" of Dawson's Annual Report on Form 10-K for the year ended September 30, 2014.

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The unaudited prospective financial information of each of Dawson and TGC included in this joint proxy statement/prospectus involves risks, uncertainties and assumptions, many of which are beyond the control of Dawson and TGC, respectively. As a result, such information may not prove to be accurate and is not necessarily indicative of current values or future performance.

        The unaudited prospective financial information of each of Dawson and TGC contained in "The Merger—Certain Information Provided by the Parties—Dawson Unaudited Prospective Financial Information" and "The Merger—Certain Information Provided by the Parties—TGC Unaudited Prospective Financial Information," and referred to in "The Merger—Opinion of Dawson's Financial Advisor" and "The Merger—Opinion of TGC's Financial Advisor," involves uncertainties and assumptions and is not a guarantee of future performance. The future financial results of Dawson and TGC and, if the merger is completed, the combined company, may materially differ from those expressed in the unaudited prospective financial information due to factors that are beyond Dawson's and TGC's ability to control or predict. Neither Dawson nor TGC can provide any assurance that Dawson's or TGC's unaudited prospective financial information will be realized or that Dawson's or TGC's future financial results will not materially vary from the applicable unaudited prospective financial information. The unaudited prospective financial information covers multiple years, and the information by its nature becomes subject to greater uncertainty with each successive year. The unaudited prospective financial information does not reflect Dawson's or TGC's current estimates and does not take into account any circumstances or events occurring after the date it was prepared.

        More specifically, the unaudited prospective financial information:

        The unaudited prospective financial information was not prepared with a view toward public disclosure or compliance with published guidelines of the SEC or the American Institute of Certified Public Accountants for preparation and presentation of prospective financial information or GAAP and does not reflect the effect of any proposed or other changes in GAAP that may be made in the future.

There are risks associated with the proposed TGC reverse stock split, including that the reverse stock split may not result in a proportionate increase in the per share price of TGC common stock.

        If the merger is completed TGC will effect a 1-for-3 reverse stock split immediately prior to the merger. TGC cannot predict whether or to what extent the TGC reverse stock split will proportionately increase the market price of TGC common stock. The market price of TGC's common stock will be based on the combined company's performance and other factors, including broader market conditions, which are unrelated to the number of shares of common stock outstanding.

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The reverse stock split would have the effect of increasing the amount of common stock TGC is authorized to issue without further approval by TGC shareholders.

        As a result of the reverse stock split, and after giving effect to the merger, TGC expects that it will have approximately 21.6 million shares of common stock outstanding, compared to approximately 22.0 million shares of TGC common stock outstanding as of December 29, 2014. TGC's amended and restated certificate of formation currently authorizes TGC to issue 35.0 million shares of common stock and TGC does not anticipate reducing this amount in connection with the reverse stock split or the merger. As a result, TGC expects the reverse stock split, after completing the merger, will give it the ability to issue approximately 13.4 million additional shares of common stock, including shares that may be issued pursuant to awards that have been granted. Except in certain instances, as required by law or NASDAQ, these additional shares may be issued by TGC without further vote of TGC shareholders. If the TGC board of directors chooses to issue additional shares of TGC common stock, such issuance could have a dilutive effect on the equity, earnings and voting interests of TGC shareholders.

The rights of Dawson shareholders will be governed by TGC's Amended and Restated Certificate of Formation and Amended and Restated Bylaws.

        Both Dawson and TGC are Texas corporations and are therefore governed by Texas law. However, if the merger is consummated, all Dawson shareholders will become TGC shareholders and their rights as shareholders will be governed by TGC's amended and restated certificate of formation and amended and restated bylaws, as amended. There are material differences between the current rights of Dawson shareholders, which are governed by Dawson's second restated articles of incorporation and second amended and restated bylaws, and the rights of holders of TGC common stock. See "Comparison of Shareholder Rights" beginning on page 203.

If the merger does not qualify as a reorganization under Section 368(a) of the Code, Dawson shareholders may be required to pay substantial U.S. federal income taxes.

        As a condition to the completion of the merger, each of Baker Botts L.L.P., or Baker Botts, tax counsel to Dawson, and Haynes and Boone, LLP, or Haynes and Boone, tax counsel to TGC, will be required to deliver an opinion, dated as of the closing date of the merger, that the merger will qualify for U.S. federal income tax purposes as a "reorganization" within the meaning of Section 368(a) of the Code. These opinions will be based on certain assumptions and representations as to factual matters from Dawson, Merger Sub and TGC, as well as certain covenants and undertakings by Dawson, Merger Sub and TGC. If any of the assumptions, representations, covenants or undertakings is incorrect, incomplete, inaccurate or is violated in any material respect, the validity of the conclusions reached by counsel in their opinions would be jeopardized. Additionally, an opinion of counsel represents counsel's best legal judgment but is not binding on the United States Internal Revenue Service, or IRS, or any court, so there can be no certainty that the IRS will not challenge the conclusions reflected in the opinions or that a court will not sustain such a challenge. If the IRS or a court determines that the merger does not qualify as a reorganization, a holder of Dawson common stock would recognize taxable gain or loss upon the exchange of Dawson common stock for TGC common stock pursuant to the merger. See "Material U.S. Federal Income Tax Consequences of the Merger" beginning on page 197.


Risks Related to Dawson

        Risk factors related to Dawson may be found in Dawson's Annual Report on Form 10-K for the year ended September 30, 2014, which is on file with the SEC and is incorporated by reference herein.

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Risks Related to TGC's Business

TGC may incur losses.

        TGC reported net loss of approximately $3,762,000 for the nine months ended September 30, 2014, net loss of approximately $6,316,000 for the year ended December 31, 2013, net income of approximately $15,672,000 for the year ended December 31, 2012, and net income of $10,833,000 for the year ended December 31, 2011. TGC also reported net loss for 2010 and net income for the years ended December 31, 2009, 2008, and 2007. TGC's ability to be profitable in the future will depend on many factors beyond its control, but primarily on the level of demand for land-based seismic data acquisition services by oil and natural gas exploration and development companies. Even if TGC does achieve profitability, it may not be able to sustain or increase profitability on a quarterly or annual basis.

TGC's revenues and operating results can be expected to fluctuate from period to period.

        TGC's revenues, operating results, and profitability may fluctuate from period to period. These fluctuations are attributable to the level of new business in a particular period, the timing of the initiation, progress, or cancellation of significant projects, higher revenues and expenses on TGC's dynamite contracts, and costs TGC incurs to train new crews it may add in the future to meet increased customer demand. Fluctuations in TGC's operating results may also be affected by other factors that are outside of TGC's control such as permit delays, weather delays, and crew productivity. Oil and natural gas prices continued to be volatile during the year ended December 31, 2013 and the nine months ended September 30, 2014, and have resulted in demand fluctuations for TGC's services. There can be no assurance of future oil and gas price levels or stability. TGC's operations in Canada are also seasonal as a result of the thawing season, and TGC has historically experienced limited Canadian activity for the second and third calendar quarters of each year. The demand for TGC's services will be adversely affected by any significant reduction in oil and natural gas prices or by any climate change legislation or material changes to U.S. energy policy. Because TGC's business has high fixed costs, the negative effect of one or more of these factors could trigger wide variations in TGC's operating revenues, EBITDA margin, and profitability from quarter-to-quarter, which these factors render quarter-to-quarter comparisons unreliable as an indicator of performance. Due to the factors discussed above, you should not expect sequential growth in TGC's quarterly revenues and profitability.

TGC faces intense competition in its business from companies with greater financial resources.

        The seismic data acquisition services industry is a highly competitive business in the continental United States and Canada. TGC's competitors include companies with financial resources that are significantly greater than TGC as well as companies of comparable and smaller size.

TGC is subject to Canadian foreign currency exchange rate risk.

        TGC conducts business in Canada, which subjects TGC to foreign currency exchange rate risk. TGC's results of operations and cash flows could be impacted by changes in foreign currency exchange rates.

Technological change in TGC's business creates risks of technological obsolescence and requirements for future capital expenditures. If TGC is unable to keep up with these technological advances, it may not be able to compete effectively.

        Seismic data acquisition technologies historically have steadily improved and progressed, and we expect this progression to continue. TGC's strategy had been to upgrade its seismic data acquisition equipment on a regular basis to maintain its competitive position, however, TGC had in place a maintenance capital expenditures policy during 2013 and continuing until August 2014. TGC is in a

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capital intensive industry and has limitations on its ability to obtain the financing necessary to enable TGC to purchase state-of-the-art equipment. Certain of TGC's competitors may be able to purchase newer equipment when TGC may not be able to do so.

TGC is dependent on its management team and key employees, and the loss of any of them could harm its business.

        TGC has limited management depth. The loss, whether by death, departure, or illness, of Wayne A. Whitener, TGC's President and Chief Executive Officer, or other senior executives could have a material adverse effect on the ability of management to continue operations at the same level of efficiency. TGC has key man insurance on the life of its President and Chief Executive Officer so that, in the event of his untimely death, TGC would receive insurance proceeds of $1,000,000 under this policy.

Certain members of management team are not subject to employment or non-competition agreements and may leave employment at any time.

        Other than employment agreements that will only go into effect if the merger is consummated, only TGC's President and Chief Executive Officer and a salesman, and the President and an Operations Supervisor of Eagle Canada are subject to employment agreements and non-competition agreements. Members of TGC's management team who are not subject to employment or non-competition agreements could leave upon little or no notice, which could have a material adverse effect on management's ability to continue operations at the same level of effectiveness. Additionally, the lack of non-competition agreements would allow these members of the management team to immediately begin working for one of TGC's competitors upon the termination of their relationship with TGC. This could have a negative impact on TGC's strategic plan and relationships with customers.

TGC extends credit to customers without requiring collateral, and a default by a customer could have a material adverse effect on TGC's operating revenues.

        TGC performs ongoing credit evaluations of its customers' financial conditions and, generally, requires no collateral from customers. A default in payment from one of TGC's large customers could have a material adverse effect on TGC's operating revenues for the period involved.

Certain of TGC's core assets are pledged as collateral for short term notes that require large monthly payments.

        Certain assets that are critical to TGC's operations, including an additional 7,200 channels of GSR equipment acquired in 2012, two GSR Systems with a total of 13,000 channels acquired in 2012, an 8,000 station GSX system acquired in 2012 and a 10,500 channel INOVA Hawk seismic data acquisition system acquired in 2014 are pledged as collateral to commercial banks and could be subject to foreclosure in the event that TGC defaults on its indebtedness having 36- to 60-month terms. TGC currently has debt obligations covering the purchase of this equipment that require monthly payments between approximately $128,000 and $216,000. These debt obligations mature at various dates ranging from June 2015 to September 2017. Any decline in TGC's operations could inhibit TGC's ability to make these substantial monthly payments. In view of the short terms of these notes, a failure to make the monthly payments on these notes could cause TGC's lenders to foreclose quickly on the assets securing these notes. The foreclosure on certain of TGC's core assets securing these notes could severely limit TGC's ability to continue operations.

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TGC may be subject to liability claims that are not covered by insurance.

        TGC's business is subject to the general risks inherent in land-based seismic data acquisition activities. TGC's activities are often conducted in remote areas under dangerous conditions including the detonation of dynamite. These operations are subject to risks of injury to personnel and damage to equipment. TGC's crews are mobile, and equipment and personnel are subject to vehicular accidents. These risks could cause TGC to experience equipment losses, injuries to its personnel, and interruptions in its business.

        In addition, TGC could be subject to personal injury or real property damage claims in the normal operation of business. Such claims may not be covered under the indemnification provisions contained in general service agreements to the extent that the damage is due to TGC's negligence or intentional misconduct.

        TGC does not carry insurance against certain risks that could cause losses, including business interruption resulting from equipment maintenance or weather delays. See "Information about TGC—Description of Business—Operating Risks and Insurance."

        TGC's general service agreements require TGC to have specific amounts of insurance. There can be no assurance, however, that any insurance obtained will be adequate to cover all losses or liabilities or that this insurance will continue to be available or available on terms which are acceptable to TGC. Liabilities for which TGC is not insured, or which exceed the policy limits of applicable insurance, could have a materially adverse effect on TGC.

TGC is subject to the requirements of Section 404 of the Sarbanes-Oxley Act. If TGC is unable to maintain compliance with Section 404, or if the costs related to maintaining compliance are significant, TGC's profitability, stock price, and results of operations and financial condition could be materially adversely affected.

        If TGC is unable to maintain adequate internal controls in accordance with Section 404, as such standards are amended, supplemented, or modified from time to time, TGC may not be able to ensure that it has effective internal controls over financial reporting on an ongoing basis in accordance with Section 404. Failure to achieve and maintain effective internal controls could have a material adverse effect on TGC's stock price. In addition, a material weakness in the effectiveness of TGC's internal control over financial reporting could result in an increased chance of fraud and the loss of customers, reduce TGC's ability to obtain financing, and/or require additional expenditures to comply with these requirements, each of which could negatively impact TGC's business, profitability, and financial condition.


Risks Related to TGC's Industry

TGC derives nearly all of its revenues from companies in the oil and natural gas exploration and development industry, a historically cyclical industry, with levels of activity that are significantly affected by the levels and volatility of oil and natural gas prices.

        Demand for TGC's services depends upon the level of expenditures by oil and natural gas companies for exploration, production, development and field management activities, which depend, in part, on oil and natural gas prices. Significant fluctuations in oil and natural gas exploration activities and oil and natural prices have adversely affected the demand for TGC's services and our results of operations in the past and would continue to do so if the level of such exploration activities and the prices for oil and natural gas were to decline in the future. In addition to the market prices of oil and natural gas, the willingness of TGC's clients to explore, develop and produce depends largely upon prevailing industry conditions that are influenced by numerous factors over which our management has no control, including general economic conditions and the availability of credit. Any prolonged

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reduction in the overall level of exploration and development activities, whether resulting from changes in oil and natural gas prices or otherwise, could adversely impact TGC in many ways by negatively affecting TGC's:

        Worldwide political, economic, and military events have contributed to oil and natural gas price volatility and are likely to continue to do so in the future. Depending on the market prices of oil and natural gas, oil and natural gas exploration and development companies may cancel or curtail their capital expenditure programs, thereby reducing demand for TGC's services. Oil and natural gas prices have been highly volatile historically and, we believe, will continue to be so in the future. Many factors beyond TGC's control affect oil and natural gas prices including:

        An economic downturn could adversely affect TGC's revenues and cash flows if customers and/or potential customers, become unable to pay, or must delay payment of, amounts owing to TGC because such customers are not successful in generating revenues or are precluded from securing necessary financing.

The high fixed costs of TGC's operations could result in operating losses.

        Companies within the seismic data acquisition services industry are typically subject to high fixed costs, which consist primarily of depreciation (a non-cash item) and maintenance expenses associated with seismic data acquisition and equipment and crew costs. In addition, ongoing maintenance capital expenditures, as well as new equipment investment, can be significant. As a result, any extended

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periods of significant downtime or low productivity caused by reduced demand, weather interruptions, equipment failures, permit delays, or other causes could result in operating losses.

TGC and its customers may be adversely affected by an economic downturn.

        An economic downturn could have a material adverse effect on TGC's financial results and proposed plan of operations and could lead to further significant fluctuations in the demand for and pricing of oil and gas. Reduced demand and pricing pressures could adversely affect the financial condition and results of operations of TGC's customers and their ability to purchase the services TGC offers. TGC is not able to predict the timing, extent, and duration of the economic cycles in the markets in which it operates.

TGC's operations are subject to delays related to obtaining land access rights of way from third parties that could affect TGC's results of operations.

        TGC's seismic data acquisition operations could be adversely affected by TGC's inability to obtain timely right of way usage from both public and private land and/or mineral owners. Delays associated with obtaining such rights of way could negatively affect TGC's results of operations.

TGC's business is subject to government regulation that may adversely affect its future operations.

        TGC's operations are subject to a variety of federal, state, and provincial and local laws and regulations, including laws and regulations relating to the protection of the environment and archeological sites and those that may result from climate change legislation. Canadian operations have been historically cyclical due to governmental restrictions on seismic acquisition during certain periods. As a result, there is a risk that there will be a significant amount of unused equipment during those periods. TGC is required to expend financial and managerial resources to comply with such laws and related permit requirements in its operations, and TGC anticipates that it will continue to be required to do so in the future. Although such expenditures historically have not been material to TGC, the fact that such laws or regulations change frequently makes it impossible for TGC to predict the cost or impact of such laws and regulations on its future operations. The adoption of laws and regulations that have the effect of reducing or curtailing exploration and development activities by energy companies could also adversely affect TGC's operations by reducing the demand for TGC's services.


Risks Related to TGC's Common Stock

TGC's common stock has experienced, and may continue to experience, price volatility and low trading volume.

        TGC's stock price is subject to significant volatility. Overall market conditions, including a decline in oil and natural gas prices and other risks and uncertainties described in this "Risk Factors" section and elsewhere in this proxy statement/prospectus and the documents incorporated by reference herein, could cause the market price of TGC's common stock to fall. The high and low reported sales prices of TGC's common stock for the year ended December 31, 2013, were $10.43 and $6.31, respectively, and for the nine months ended September 30, 2014, were $7.45 and $3.69, respectively, and the closing price of TGC's common stock on December 29, 2014, the last practicable full trading day prior to the date of this joint proxy statement/prospectus, was $2.26.

        TGC's common stock is listed on the Nasdaq Global Select Market under the symbol "TGE." However, daily trading volumes for TGC's common stock are, and may continue to be, relatively small compared to many other publicly traded securities. For example, during 2013 TGC's daily trading volume was as low as 8,100 shares. It may be difficult for you to sell your shares in the public market at any given time at prevailing prices, and the price of TGC's common stock may, therefore, be volatile.

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Certain provisions of TGC's restated certificate of formation may make it difficult for a third party to acquire TGC in the future or may adversely impact your ability to obtain a premium in connection with a future change of control transaction involving TGC.

        TGC's restated certificate of formation contains provisions that require the approval of holders of 80% of TGC's issued and outstanding shares before TGC may merge or consolidate with or into another corporation or entity or sell all or substantially all of TGC's assets to another corporation or entity. Additionally, if TGC increases the size of its board from the current six to nine directors, TGC could by resolution of the board of directors stagger the directors' terms, and TGC's directors could not be removed without approval of holders of 80% of TGC's issued and outstanding shares. These provisions could discourage or impede a tender offer, proxy contest, or other similar transaction involving control of TGC.

        In addition, TGC's board of directors has the right to issue preferred stock upon such terms and conditions as it deems to be in the best interest of TGC. The terms of such preferred stock may adversely impact the dividend and liquidation rights of the common shareholders without the approval of the common shareholders.

TGC paid its first cash dividend in 2012 but did not pay a cash dividend in 2013 or 2014 and may not pay cash dividends on its common stock in the foreseeable future, and therefore only appreciation of the price of TGC's common stock may provide a return to shareholders.

        TGC paid its first cash dividend in December of 2012 but did not pay a cash dividend in 2013 and may not pay cash dividends on its common stock in the foreseeable future. While there are currently no restrictions prohibiting TGC from paying dividends to its shareholders other than those set forth in the merger agreement, it is at the discretion of the board of directors whether TGC pays any cash dividends on its common stock and depends on TGC's financial condition, results of operations, capital and legal requirements, and other factors deemed relevant by the board of directors. On May 14, 2013 and May 14, 2012, TGC paid 5% stock dividends to its shareholders. No cash or stock dividends were declared or paid in 2011 or 2014.

TGC's common stock is considered a low-priced stock and is subject to regulations that limit or restrict the potential market for the stock.

        TGC's common stock may be considered a low priced stock pursuant to rules promulgated under the Exchange Act. Under these rules, broker-dealers participating in transactions in low priced securities must first deliver a risk disclosure document which describes that risks associated with such stock, the broker-dealer's duties, the customer's rights and remedies, and certain market and other information, and make a suitability determination approving the customer for low priced stock transactions based on the customer's financial situation, investment experience and objectives. Broker-dealers must also disclose these restrictions in writing and provide monthly account statements to the customer, and obtain specific written consent of the customer. With these restrictions, the likely effect of designation as a low price stock would be to decrease the willingness of broker-dealers to make a market for TGC's common stock, to decrease the liquidity of the stock and to increase the transaction costs of sales and purchase of such stocks compared to other securities.

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CAUTIONARY STATEMENTS CONCERNING
FORWARD-LOOKING STATEMENTS

        The Private Securities Litigation Reform Act of 1995 provides safe harbor provisions for forward-looking information. Forward-looking information is based on projections and estimates, not historical information. Some statements in this joint proxy statement/prospectus and the documents incorporated by reference in this joint proxy statement/prospectus are forward-looking and use words such as "anticipates," "believes," "budget," "can," "continue," "could," "estimates," "expects," "intends," "may," "might," "should," "target," or "would" or the negative of these words and phrases or similar words or phrases. In particular, the forward-looking statements contained in this joint proxy statement/prospectus include but are not limited to statements regarding:

        Dawson and TGC may also provide oral or written forward-looking information in other materials they release to the public. Forward-looking information involves risk and uncertainties and reflects Dawson's and TGC's, as applicable, best judgment based on current information. The results of operations and business strategies of Dawson and TGC, and the plans and objectives for the future operation of Dawson following the merger and the integration of the businesses of Dawson and TGC, can be affected by inaccurate assumptions that are made or by known or unknown risks and uncertainties. In addition, other factors may affect the accuracy of forward-looking information. As a result, no forward-looking information can be guaranteed. Actual events and the results of operations may vary materially.

        Except as required by applicable law, neither Dawson nor TGC assumes any responsibility to publicly update any forward-looking statements regardless of whether factors change as a result of new information, future events, or for any other reason. You should review any additional disclosures Dawson and TGC make in their press releases and Forms 10-K, 10-Q, and 8-K filed with or furnished to the SEC. We also suggest that you listen to Dawson's and TGC's earnings release conference calls with financial analysts.

        The following important factors, in addition to those discussed under "Risk Factors" and elsewhere in this joint proxy statement/prospectus and the documents incorporated by reference in this joint proxy statement/prospectus, could cause actual results to differ materially from those expressed in or implied by forward-looking statements:

        Factors relating to the merger:

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        Factors relating to Dawson's and TGC's respective businesses:

        See "Where You Can Find More Information" beginning on page 225.

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THE DAWSON SPECIAL MEETING

        Dawson's board of directors is using this document to solicit proxies from Dawson shareholders for use at the Dawson special meeting. In addition, this document constitutes a prospectus covering the issuance of TGC common stock pursuant to the merger agreement.


Date, Time and Place

        The special meeting of Dawson's shareholders will be held at the offices of Baker Botts L.L.P. at 2001 Ross Avenue, Suite 1100, Dallas, Texas 75201 at 3:00 p.m., central time, on Monday, February 9, 2015.


Purpose

        The purpose of the Dawson special meeting is as follows:


Board Recommendations

        Dawson's board of directors has adopted a resolution approving the merger agreement and has determined that the merger agreement is advisable and in the best interests of Dawson and its shareholders and recommends that Dawson shareholders vote "FOR" the merger proposal, "FOR" the Dawson name change proposal, "FOR" the advisory resolution proposal and "FOR" the Dawson adjournment proposal. See "The Merger—Background of the Merger" and "The Merger—Dawson's Reasons for the Merger and Recommendation of Dawson's Board of Directors" beginning on pages 84 and 93, respectively.

        As described under "The Merger—Conflicts of Interests" beginning on page 122, Dawson directors and executive officers have agreements and arrangements that provide them with interests in the merger that are different from, or are in addition to, those of Dawson shareholders.


Record Date; Outstanding Shares; Shares Entitled to Vote

        The record date for the Dawson special meeting is December 29, 2014. Only holders of record of Dawson common stock at the close of business on the record date are entitled to notice of, and to vote at, the Dawson special meeting. At the close of business on the record date, there were 8,077,580 shares of Dawson common stock issued and outstanding held by approximately 136 holders of record. Dawson believes there are a number of additional beneficial holders of its shares. Each share of Dawson common stock entitles the holder of that share to one vote on each matter submitted for shareholder approval.


Quorum

        A quorum of shareholders is required for Dawson shareholders to take action on the merger proposal, the Dawson name change proposal and the advisory resolution proposal, but not the Dawson adjournment proposal. The presence at the special meeting, in person or represented by proxy, of the holders of a majority of the outstanding shares of Dawson common stock entitled to vote at the close of business on the record date will constitute a quorum. Proxies received but marked as abstentions, if any, will be included in the calculation of the number of shares considered to be present at the meeting

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for quorum purposes. With respect to broker non-votes, approval of the merger proposal, approval of the Dawson name change proposal as well as the Dawson adjournment proposal are not considered routine matters. Therefore, your bank, broker or other nominee will not be permitted to vote on such proposals without instruction from you as the beneficial owner of the shares of Dawson common stock. Further, in the event there are any broker non-votes, such votes will not count for purposes of determining whether a quorum is present at the special meeting.


Required Vote

        The affirmative vote of at least two-thirds of the outstanding shares of Dawson common stock is required to approve the merger proposal and to approve the Dawson name change proposal. Abstentions, broker non-votes and shares not in attendance at the Dawson special meeting will have the same effect as a vote "AGAINST" approval of the merger proposal and the Dawson name change proposal.

        The affirmative vote of a majority of the shares of Dawson common stock present in person or represented by proxy and entitled to vote at the Dawson special meeting, in which a quorum is present, is required to approve the advisory resolution proposal. Abstentions will have the same effect as a vote "AGAINST" the advisory resolution proposal. Assuming a quorum is present at the TGC special meeting, broker non-votes and shares not in attendance at the Dawson special meeting will have no effect on the outcome of any vote on the advisory resolution proposal.

        The Dawson adjournment proposal, if necessary or appropriate to solicit additional proxies, requires the affirmative vote of the holders of Dawson common stock representing a majority of the votes present in person or represented by proxy at the special meeting and entitled to vote, whether or not a quorum exists, without further notice other than by announcement made at the special meeting, so long as no new record date is set. Abstentions will have the same effect as a vote "AGAINST" the proposal to adjourn the Dawson special meeting, while broker non-votes and shares not in attendance at the special meeting will have no effect on the outcome of any vote to adjourn the Dawson special meeting.


Tabulation of the Votes

        Dawson has appointed Broadridge Financial Solutions, Inc., or Broadridge, to serve as the Inspector of Election for the Dawson special meeting. Broadridge will independently tabulate affirmative and negative votes and abstentions.


Stock Ownership of and Voting by Dawson's Directors and Executive Officers

        At the close of business on December 29, 2014, the record date for the Dawson special meeting, directors and executive officers of Dawson beneficially owned and were entitled to vote 193,211 outstanding shares of Dawson common stock, collectively representing approximately 2.39% of the shares of Dawson common stock outstanding on that date. Such persons also beneficially owned options to purchase an aggregate of 35,000 shares of Dawson common stock on the record date for the Dawson special meeting. Pursuant to and subject to the terms of the Dawson shareholder voting agreement, certain of those executive officers and directors, who collectively owned approximately 2.39% of the shares of Dawson common stock outstanding on the record date of the Dawson special meeting, have agreed, among other things, to vote their shares of Dawson common stock in favor of approval of the merger proposal at the Dawson special meeting. For additional information on the Dawson shareholder voting agreement, see "The Dawson Shareholder Voting Agreement" beginning on page 155.

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Voting of Shares by Holders of Record

        If you are entitled to vote at the Dawson special meeting and hold your shares in your own name, you can submit a proxy or vote in person by completing a ballot at the Dawson special meeting. However, Dawson encourages you to submit a proxy before the Dawson special meeting even if you plan to attend the Dawson special meeting in order to ensure that your shares are voted. A proxy is a legal designation of another person to vote your shares of Dawson common stock on your behalf. If you hold shares in your own name, you may submit a proxy for your shares by:

        When a shareholder submits a proxy by telephone or through the Internet, his or her proxy is recorded immediately. Dawson encourages its shareholders to submit their proxies using these methods whenever possible. If you submit a proxy by telephone or the Internet website, please do not return your proxy card by mail.

        All shares represented by each properly executed and valid proxy received before the Dawson special meeting will be voted in accordance with the instructions given on the proxy. If a Dawson shareholder executes a proxy card without giving instructions, the shares of Dawson common stock represented by that proxy card will be voted "FOR" the merger proposal, "FOR" the Dawson name change proposal, "FOR" the advisory resolution proposal and "FOR" the Dawson adjournment proposal.

Your vote is important. Accordingly, please submit your proxy by telephone, through the Internet or by mail, whether or not you plan to attend the meeting in person. Proxies must be received by 11:59 p.m., New York City time, on Sunday, February 8, 2015.


Voting of Shares Held in Street Name

        Dawson shareholders who hold shares of Dawson common stock in a stock brokerage account or through a bank, broker or other nominee ("street name" shareholders) who wish to vote at the Dawson special meeting should be provided a voting instruction card by the institution that holds their shares. If this has not occurred, contact the institution that holds your shares. A number of banks and brokerage firms participate in a program that also permits shareholders whose shares are held in "street name" to direct their vote by telephone or over the Internet. If your shares are held in an account at a bank or brokerage firm that participates in such a program, you may direct the vote of these shares by telephone or over the Internet by following the voting instructions enclosed with the proxy form from the bank or brokerage firm. The Internet and telephone proxy procedures are designed to authenticate shareholders' identities, to allow shareholders to give their proxy voting instructions and to confirm that those instructions have been properly recorded. Votes directed by telephone or over the Internet through such a program must be received by 11:59 p.m., New York City time, on Sunday, February 8, 2015. Directing the voting of your shares will not affect your right to vote in person if you decide to

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attend the Dawson special meeting; however, you must first obtain a signed and properly executed legal proxy from your bank, broker or other nominee to vote your shares held in "street name" at the Dawson special meeting. Requesting a legal proxy prior to the deadline described above will automatically cancel any voting directions you have previously given by telephone or over the Internet with respect to your shares.

        If you do not instruct your bank, broker or other nominee how to vote your shares, your bank, broker or other nominee will not be authorized to vote. A broker non-vote will have the same effect as a vote "AGAINST" the merger proposal and "AGAINST" the Dawson name change proposal, but will have no effect on the advisory resolution proposal. Whether or not there is a quorum present at the Dawson special meeting, a broker non-vote will have no effect on the Dawson adjournment proposal.

        If you mark abstain when voting with respect to the merger proposal, the Dawson name change proposal, the advisory resolution proposal and the Dawson adjournment proposal, your abstention will have the same effect as a vote "AGAINST" such proposal.


Revocability of Proxies; Changing Your Vote

        Regardless of the method you used to cast your vote, if you are a holder of record, you may change your vote:

        You may also revoke your proxy card by sending a notice of revocation, which must be received prior to the Dawson special meeting, to the designated representative of Dawson at the address provided under "Where You Can Find More Information" beginning on page 225. Your attendance at the Dawson special meeting will not, by itself, revoke any proxy that you have previously submitted.

        If you hold your shares in "street name" and wish to change or revoke your vote, please refer to the information on the voting instruction form included with these materials and forwarded to you by your bank, broker, custodian or other record holder to see your voting options.


Solicitation of Proxies

        Dawson is soliciting proxies for the Dawson special meeting from Dawson shareholders. Dawson and TGC are sharing equally in the costs of printing and mailing this joint proxy statement/prospectus. However, Dawson will bear all other costs relating to soliciting proxies from Dawson shareholders. In addition to this mailing, Dawson's directors, officers and employees (who will not receive any additional compensation for their services) may solicit proxies personally, and by telephone, facsimile, courier service, mail, email, Internet, press release or advertisement (including on television, radio, newspapers or other publications of general distribution). Morrow has been engaged to aid in the distribution and solicitation of proxies. Dawson will pay Morrow a fee of $15,000, along with a $6.50 per holder fee for each call made to such holder, and reimburse its out-of-pocket expenses for such items as mailing, copying, faxes and other related matters and will indemnify Morrow against any losses arising out of Morrow's proxy soliciting services on behalf of Dawson. Dawson and its proxy solicitor will also request that banks, brokerage houses and other custodians, nominees and fiduciaries send proxy materials to the beneficial owners of Dawson common stock and will, if requested, reimburse them for their reasonable out-of-pocket expenses in doing so.

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        Dawson shareholders should not submit any stock certificates with their proxy cards.    Dawson shareholders will not need to send in their stock certificates or surrender their book-entry shares.


No Other Business

        Under Dawson's second restated articles of incorporation and second amended and restated bylaws, as amended, the business to be conducted at the Dawson special meeting will be limited to the purposes stated in the notice to Dawson shareholders provided with this joint proxy statement/prospectus.


Adjournments and Postponements

        Adjournments or postponements may be made for the purpose of, among other things, soliciting additional proxies. Any adjournment may be made from time to time with the approval of a majority of the votes present in person or represented by proxy at the time of the vote, whether or not a quorum exists. Dawson is not required to notify shareholders of any adjournment if the time and place of the adjourned meeting are announced at the meeting at which the adjournment is taken, unless after the adjournment a new record date is fixed for the adjourned meeting.

        In addition, at any time prior to convening the Dawson special meeting, the Dawson special meeting may be postponed without the approval of Dawson shareholders. If postponed, Dawson will publicly announce the new meeting date.

        At any adjourned or postponed meeting, Dawson may transact any business that it might have transacted at the original meeting, provided that a quorum is present at such adjourned or postponed meeting. Proxies submitted by Dawson shareholders for use at the Dawson special meeting will be used at any adjournment or postponement of the meeting. References to the Dawson special meeting in this joint proxy statement/prospectus are to such special meeting as adjourned or postponed.


Assistance

        If you need assistance in completing your proxy card or have questions regarding the special meeting, please contact Morrow toll-free at (800)-662-5200 (banks and brokers call collect (203) 658-9400).

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DAWSON PROPOSAL 1—APPROVAL OF THE MERGER PROPOSAL

        As discussed in this joint proxy statement/prospectus, Dawson is asking its shareholders to approve the merger agreement. Dawson shareholders should read carefully this joint proxy statement/prospectus in its entirety for more detailed information concerning the merger agreement, which is attached as Annex A to this joint proxy statement/prospectus. Please see the section entitled "The Merger Agreement" beginning on page 130 for additional information and a summary of certain terms of the merger agreement. You are urged to read carefully the entire merger agreement included as Annex A before voting on this proposal.

        Approval of this proposal is a condition to the completion of the merger. If the proposal is not approved, the merger will not occur.

        As described under the headings "Dawson Proposal 3—The Advisory Resolution Proposal" and "The Merger—Conflicts of Interests" beginning on pages 67 and 122, respectively, of this joint proxy statement/prospectus, Dawson's directors and executive officers will receive financial benefits that are different from, or in addition to, those of Dawson's shareholders.

        The Dawson board of directors recommends that Dawson shareholders vote "FOR" the merger proposal.

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DAWSON PROPOSAL 2—APPROVAL OF THE DAWSON NAME CHANGE PROPOSAL

        As discussed in this joint proxy statement/prospectus, Dawson is asking its shareholders to approve the change of Dawson's name to "Dawson Operating Company" and make other technical amendments to conform with the requirements of the Texas Business Organizations Code. Dawson will file the amendment to restate its second restated articles of incorporation in the form attached as Annex G to this joint proxy statement/ prospectus in the State of Texas in order to effect the name change immediately prior to the merger. Dawson shareholders should read carefully this joint proxy statement/prospectus in its entirety for more detailed information concerning the name change. You are urged to read carefully the entire amendment to Dawson's second restated articles of incorporation included as Annex G before voting on this proposal.

        Approval of this proposal is a condition to the completion of the merger. If the proposal is not approved, the merger will not occur.

        The Dawson board of directors recommends that Dawson shareholders vote "FOR" the Dawson name change proposal.

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DAWSON PROPOSAL 3—THE ADVISORY RESOLUTION PROPOSAL

        The SEC rules resulting from the Dodd-Frank Act require Dawson shareholders to vote to approve, on an advisory (non-binding) basis, payments to be made to Dawson's named executive officers as a result of the merger. This compensation consists of the following:

        The following table presents the compensation that may be paid or may become payable to Dawson's named executive officers upon consummation of the merger that is the subject of the advisory resolution proposal that Dawson shareholders are being asked to approve.

Name
  Cash
($)(1)
  Equity
($)
  Pension/
NQDC
($)
  Prerequisite
Benefits
($)
  Tax
Reimbursement
($)
  Other
($)
  Total
($)
 

Stephen C. Jumper

        370,959 (2)                   370,959  

C. Ray Tobias

        231,265 (3)                   231,265  

James W. Thomas

        199,170 (4)                   199,170  

Christina W. Hagan

        175,751 (5)                   175,751  

K. S. Forsdick

        101,816 (6)                   101,816  

(1)
While each of the executives named in this table (other than Mr. Forsdick) are parties to employment agreements that would provide severance upon termination following a change in control transaction (such as the merger), such executives have waived their rights to such severance in connection with the merger pursuant to the employment agreements that such executives entered into on October 8, 2014, that will become effective upon the effective time of the merger.

(2)
Based on the accelerated vesting of shares of restricted stock and restricted stock unit awards resulting in an aggregate of 20,782 shares of Dawson common stock and using the assumed stock price of $17.85 based on the average of the closing price for the first five trading days after the announcement of the merger agreement as required pursuant to Item 402 of Regulation S-K.

(3)
Based on the accelerated vesting of shares of restricted stock and restricted stock unit awards resulting in an aggregate of 12,956 shares of Dawson common stock and using the assumed stock price of $17.85 based on the average of the closing price for the first five trading days after the announcement of the merger agreement as required pursuant to Item 402 of Regulation S-K.

(4)
Based on the accelerated vesting of shares of restricted stock and restricted stock unit awards resulting in an aggregate of 11,158 shares of Dawson common stock and using the assumed stock price of $17.85 based on the average of the closing price for the first five trading days after the announcement of the merger agreement as required pursuant to Item 402 of Regulation S-K.

(5)
Based on the accelerated vesting of shares of restricted stock and restricted stock unit awards resulting in an aggregate of 9,846 shares of Dawson common stock and using the assumed stock

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    price of $17.85 based on the average of the closing price for the first five trading days after the announcement of the merger agreement as required pursuant to Item 402 of Regulation S-K.

(6)
Based on the accelerated vesting of shares of restricted stock and restricted stock unit awards resulting in an aggregate of 5,704 shares of Dawson common stock and using the assumed stock price of $17.85 based on the average of the closing price for the first five trading days after the announcement of the merger agreement as required pursuant to Item 402 of Regulation S-K.

        Dawson's board of directors recommends its shareholders vote "FOR" the following resolution:

"RESOLVED, that Dawson's shareholders approve, on an advisory basis, the compensation that may be received by Dawson Geophysical Company's named executive officers in connection with the merger as disclosed in the Proxy Statement of Dawson Geophysical Company concerning the merger under the heading 'Proposal 3—The Advisory Resolution Proposal'."

        The vote on certain compensation to be paid to Dawson's named executive officers upon consummation of the merger is advisory, and therefore not binding on Dawson, TGC or either of their boards of directors. Further, approval of such compensation is not a condition to the merger and therefore the parties are obligated to complete the merger if the closing conditions set forth in the merger agreement are satisfied. Accordingly, even if Dawson shareholders do not approve such compensation, if all closing conditions to the merger are satisfied, Dawson and TGC will be obligated to close the merger, and such compensation will be paid or will become payable to Dawson's named executive officers.

        In addition to the compensation described above, Dawson's named executive officers will also receive additional compensation in connection with the merger. See "The Merger—Conflicts of Interests—Golden Parachute Compensation" beginning on page 126.

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DAWSON PROPOSAL 4—THE DAWSON ADJOURNMENT PROPOSAL

        If there are insufficient votes at the time of the Dawson special meeting to approve the merger proposal, the Dawson name change proposal or the advisory resolution proposal, Dawson may propose to adjourn the Dawson special meeting to another time or place, if necessary or appropriate, for the purpose of soliciting additional proxies in favor of the foregoing proposals. Dawson does not intend to propose adjournment at the Dawson special meeting if there are sufficient votes to approve the foregoing proposals.

        If, at the Dawson special meeting, the number of shares of Dawson common stock present or represented and voting in favor of the merger proposal, the Dawson name change proposal or the advisory resolution proposal, is insufficient to approve the corresponding proposal, Dawson intends to move to adjourn the Dawson special meeting in order to enable the Dawson board of directors to solicit additional proxies for approval of such proposal.

        In the Dawson adjournment proposal, Dawson is asking its shareholders to authorize the holder of any proxy solicited by the Dawson board of directors to vote in favor of granting discretionary authority to the proxy holders, and each of them individually, to adjourn the Dawson special meeting to another time and place for the purpose of soliciting additional proxies. If the Dawson shareholders approve the Dawson adjournment proposal, Dawson could adjourn the Dawson special meeting and any adjourned session of the Dawson special meeting and use the additional time to solicit additional proxies, including the solicitation of proxies from Dawson shareholders who have previously voted.

        The Dawson board of directors recommends that Dawson shareholders vote "FOR" the Dawson adjournment proposal.

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THE TGC SPECIAL MEETING

        TGC's board of directors is using this document to solicit proxies from TGC shareholders for use at the TGC special meeting. In addition, this document constitutes a prospectus covering the issuance of TGC common stock pursuant to the merger agreement.


Date, Time and Place

        The special meeting of TGC's shareholders will be held at the offices of Haynes and Boone, LLP at 2323 Victory Avenue, Suite 700, Dallas, Texas 75219 at 2:00 p.m., central time, on Monday, February 9, 2015.


Purpose

        The purpose of the TGC special meeting is as follows:


Board Recommendations

        TGC's board of directors has adopted a resolution approving the merger agreement and has determined that the merger agreement is advisable and in the best interests of TGC and its shareholders and recommends that TGC shareholders vote "FOR" the share issuance proposal, "FOR" the reverse stock split proposal, "FOR" the TGC name change proposal, and "FOR" the TGC adjournment proposal. See "The Merger—Background of the Merger" and "The Merger—TGC's Reasons for the Merger and Recommendation of TGC's Board of Directors" beginning on page 84 and 98, respectively.

        As described under "The Merger—Conflicts of Interests" beginning on page 122, TGC directors and executive officers have agreements and arrangements that provide them with interests in the merger that are different from, or are in addition to, those of TGC shareholders.


Record Date; Outstanding Shares; Shares Entitled to Vote

        The record date for the TGC special meeting is December 29, 2014. Only holders of record of TGC common stock at the close of business on the record date are entitled to notice of, and to vote at, the TGC special meeting. At the close of business on the record date, there were 21,997,007 shares of TGC common stock issued and outstanding held by approximately 136 holders of record. TGC believes there are a number of additional beneficial holders of its shares. Each share of TGC common stock entitles the holder of that share to one vote on each matter submitted for shareholder approval.


Quorum

        A quorum of shareholders is required for TGC shareholders to take action at the TGC special meeting on the share issuance proposal, the reverse stock split proposal and the TGC name change proposal, but not to approve the TGC adjournment proposal. The presence at the special meeting, in person or represented by proxy, of the holders of a majority of the outstanding shares of TGC common stock entitled to vote at the close of business on the record date will constitute a quorum. Proxies received but marked as abstentions, if any, will be included in the calculation of the number of shares considered to be present at the meeting for quorum purposes. With respect to broker non-votes, none

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of the matters to be considered at the TGC special meeting are considered routine matters. Therefore, your bank, broker or other nominee will not be permitted to vote on such proposals without instruction from you as the beneficial owner of the shares of TGC common stock. Further, in the event there are any broker non-votes, such votes will not count for purposes of determining whether a quorum is present at the special meeting.


Required Vote

        The affirmative vote of at least two-thirds of the outstanding shares of TGC common stock is required to approve the reverse stock split proposal and the TGC name change proposal. Abstentions, broker non-votes and shares not in attendance at the TGC special meeting will have the same effect as a vote "AGAINST" the reverse stock split proposal and the TGC name change proposal.

        The share issuance proposal requires the affirmative vote of a majority of the shares of TGC common stock present in person or represented by proxy and entitled to vote and that voted for or against or expressly abstained with respect to the proposal, in which a quorum is present. Abstentions will have the same effect as a vote "AGAINST" the share issuance proposal. Assuming a quorum is present at the TGC special meeting, broker non-votes and shares not in attendance at the TGC special meeting will have no effect on the outcome of any vote on the share issuance proposal.

        The TGC adjournment proposal, if necessary or appropriate to solicit additional proxies, requires the affirmative vote of the holders of TGC common stock representing a majority of the votes present in person or represented by proxy and entitled to vote and that voted for or against or expressly abstained with respect to the proposal, whether or not a quorum exists, without further notice other than by announcement made at the special meeting, so long as no new record date is set. Abstentions will have the same effect as a vote "AGAINST" the TGC adjournment proposal, while broker non-votes and shares not in attendance at the special meeting will have no effect on the outcome of the TGC adjournment proposal.


Tabulation of the Votes

        TGC will appoint an Inspector of Election for the TGC special meeting that will independently tabulate affirmative and negative votes and abstentions.


Stock Ownership of and Voting by TGC's Directors and Executive Officers

        At the close of business on December 29, 2014, the record date for the TGC special meeting, directors and executive officers of TGC beneficially owned and were entitled to vote 6,070,423 outstanding shares of TGC common stock, collectively representing approximately 27.60% of the shares of TGC common stock outstanding on that date. Such persons also beneficially owned options to purchase an aggregate of 383,980 shares of TGC common stock on the record date for the TGC special meeting. Pursuant to and subject to the terms of the TGC shareholder voting agreements, those executive officers and directors and their affiliates have agreed, among other things, to vote their shares of TGC common stock in favor of approval of each of the share issuance proposal, the reverse stock split proposal, the TGC name change proposal and the TGC adjournment proposal. For additional information on the TGC shareholder voting agreements, see "The TGC Shareholder Voting Agreements" beginning on page 153.


Voting of Shares by Holders of Record

        If you are entitled to vote at the TGC special meeting and hold your shares in your own name, you can submit a proxy or vote in person by completing a ballot at the TGC special meeting. However, TGC encourages you to submit a proxy before the TGC special meeting even if you plan to attend the TGC special meeting in order to ensure that your shares are voted. A proxy is a legal designation of

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another person to vote your shares of TGC common stock on your behalf. If you hold shares in your own name, you may submit a proxy for your shares by:

        When a shareholder submits a proxy by telephone or through the Internet, his or her proxy is recorded immediately. TGC encourages its shareholders to submit their proxies using these methods whenever possible. If you submit a proxy by telephone or the Internet website, please do not return your proxy card by mail.

        All shares represented by each properly executed and valid proxy received before the TGC special meeting will be voted in accordance with the instructions given on the proxy. If a TGC shareholder executes a proxy card without giving instructions, the shares of TGC common stock represented by that proxy card will be voted "FOR" the share issuance proposal, "FOR" the reverse stock split proposal, "FOR" the TGC name change proposal and "FOR" the TGC adjournment proposal, if necessary or appropriate to solicit additional proxies in favor of approval of the foregoing proposals.

        Your vote is important. Accordingly, please submit your proxy by telephone, through the Internet or by mail, whether or not you plan to attend the meeting in person. Proxies must be received by 11:59 p.m., New York City time, on Sunday, February 8, 2015.

Voting of Shares Held in Street Name

        TGC shareholders who hold shares of TGC common stock in a stock brokerage account or through a bank, broker or other nominee ("street name" shareholders) who wish to vote at the TGC special meeting should be provided a voting instruction card by the institution that holds their shares. If this has not occurred, contact the institution that holds your shares. A number of banks and brokerage firms participate in a program that also permits shareholders whose shares are held in "street name" to direct their vote by telephone or over the Internet. If your shares are held in an account at a bank or brokerage firm that participates in such a program, you may direct the vote of these shares by telephone or over the Internet by following the voting instructions enclosed with the proxy form from the bank or brokerage firm. The Internet and telephone proxy procedures are designed to authenticate shareholders' identities, to allow shareholders to give their proxy voting instructions and to confirm that those instructions have been properly recorded. Votes directed by telephone or over the Internet through such a program must be received by 11:59 p.m., New York City time, on Sunday, February 8, 2015. Directing the voting of your shares will not affect your right to vote in person if you decide to attend the TGC special meeting; however, you must first obtain a signed and properly executed legal proxy from your bank, broker or other nominee to vote your shares held in "street name" at the TGC special meeting. Requesting a legal proxy prior to the deadline described above will automatically cancel any voting directions you have previously given by telephone or over the Internet with respect to your shares.

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        If you do not instruct your bank, broker or other nominee how to vote your shares, your bank, broker or other nominee will not be authorized to vote. Assuming a quorum is present at the TGC special meeting, a broker non-vote will have the same effect as a vote "AGAINST" the reverse stock split proposal and "AGAINST" the TGC name change proposal, but will have no effect on the share issuance proposal. Whether or not a quorum is present at the TGC special meeting, a broker non-vote will have no effect on the adjournment proposal.

        If you mark abstain when voting with respect to the share issuance proposal, the reverse stock split proposal, the TGC name change proposal or the TGC adjournment proposal, if necessary or appropriate, to solicit further proxies in connection with the foregoing proposals, your abstention will have the same effect as a vote "AGAINST" such proposal.

Revocability of Proxies; Changing Your Vote

        Regardless of the method you used to cast your vote, if you are a holder of record, you may change your vote:

        You may also revoke your proxy card by sending a notice of revocation, which must be received prior to the TGC special meeting, to the designated representative of TGC at the address provided under "Where You Can Find More Information" beginning on page 225. Your attendance at the TGC special meeting will not, by itself, revoke any proxy that you have previously submitted.

        If you hold your shares in "street name" and wish to change or revoke your vote, please refer to the information on the voting instruction form included with these materials and forwarded to you by your bank, broker, custodian or other record holder to see your voting options.

Solicitation of Proxies

        TGC is soliciting proxies for the TGC special meeting from TGC shareholders. Dawson and TGC are sharing equally in the costs of printing and mailing this joint proxy statement/prospectus. However, TGC will bear all other costs relating to soliciting proxies from TGC shareholders. In addition to this mailing, TGC's directors, officers and employees (who will not receive any additional compensation for their services) may solicit proxies personally, and by telephone, facsimile, courier service, mail, email, Internet, press release or advertisement (including on television, radio, newspapers or other publications of general distribution). D.F. King has been engaged to aid in the distribution and solicitation of proxies. TGC will pay D.F. King an upfront fee of $10,000, a $5.00 per incoming and outgoing call fee and an additional $10,000 fee on the date of the special meeting, and reimburse its out-of-pocket expenses for such items as mailing, copying, faxes and other related matters and will indemnify D.F. King against any losses arising out of D.F. King proxy soliciting services on behalf of TGC. TGC and its proxy solicitor will also request that banks, brokerage houses and other custodians, nominees and fiduciaries send proxy materials to the beneficial owners of TGC common stock and will, if requested, reimburse them for their reasonable out-of-pocket expenses in doing so.

        TGC shareholders should not submit any stock certificates with their proxy cards.    TGC shareholders will not need to send in their stock certificates at this time. Following the reverse stock split, registered holders of TGC common stock who hold stock certificates or shares in book-entry form will be sent a

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letter of transmittal from TGC's transfer agent that contains instructions for surrendering pre-reverse stock split shares to the transfer agent in exchange for the appropriate number of post-reverse stock split shares in book entry form (or certificated form if requested).

No Other Business

        Under TGC's amended and restated bylaws, the business to be conducted at the TGC special meeting will be limited to the purposes stated in the notice to TGC shareholders provided with this joint proxy statement/prospectus.

Adjournments and Postponements

        Adjournments or postponements may be made for the purpose of, among other things, soliciting additional proxies. Any adjournment may be made from time to time with the approval of a majority of the votes present in person or represented by proxy at the time of the vote, whether or not a quorum exists. TGC is not required to notify shareholders of any adjournment if the time and place of the adjourned meeting are announced at the meeting at which the adjournment is taken, unless after the adjournment a new record date is fixed for the adjourned meeting.

        In addition, at any time prior to convening the TGC special meeting, the TGC special meeting may be postponed without the approval of TGC shareholders. If postponed, TGC will publicly announce the new meeting date.

        At any adjourned or postponed meeting, TGC may transact any business that it might have transacted at the original meeting, provided that a quorum is present at such adjourned or postponed meeting. Proxies submitted by TGC shareholders for use at the TGC special meeting will be used at any adjournment or postponement of the meeting. References to the TGC special meeting in this joint proxy statement/prospectus are to such special meeting as adjourned or postponed.

Assistance

        If you need assistance in completing your proxy card or have questions regarding the special meeting, please contact D.F. King toll-free at (877) 283-0322 (banks and brokers call collect at (212) 269-5550).

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TGC PROPOSAL 1—APPROVAL OF THE SHARE ISSUANCE PROPOSAL

        As discussed in this joint proxy statement/prospectus, TGC is asking its shareholders to approve the share issuance proposal. TGC shareholders should read carefully this joint proxy statement/prospectus in its entirety for more detailed information concerning the merger agreement, which is attached as Annex A to this joint proxy statement/prospectus. Please see the section entitled "The Merger Agreement" beginning on page 130 for additional information and a summary of certain terms of the merger agreement. You are urged to read carefully the entire merger agreement included as Annex A before voting on this proposal.

        The merger agreement provides that TGC will issue shares of TGC common stock in the merger. Upon the completion of the merger, each share of Dawson common stock outstanding immediately before the merger will be converted into the right to receive 1.760 shares of TGC common stock for every one share of Dawson common stock they own, after giving effect to the 1-for-3 reverse stock split. The exchange ratio will not be adjusted to reflect changes in the market prices of TGC common stock or Dawson common stock prior to closing.

        TGC is asking its shareholders to approve the share issuance proposal. Approval of this proposal is a condition to the completion of the merger. If the proposal is not approved, the merger will not occur.

        As described under "The Merger—Conflicts of Interests" beginning on page 122, TGC directors and executive officers have agreements and arrangements that provide them with interests in the merger that are different from, or are in addition to, those of TGC shareholders.

        The TGC board of directors recommends that TGC shareholders vote "FOR" the share issuance proposal.

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TGC PROPOSAL 2—APPROVAL OF THE REVERSE STOCK SPLIT PROPOSAL

        As discussed in this joint proxy statement/prospectus, TGC is proposing that the TGC shareholders approve an amendment to TGC's amended and restated certificate of formation to effect a 1-for-3 reverse stock split with respect to the issued and outstanding TGC common stock in connection with the merger. Effecting the 1-for-3 reverse stock split will ensure that TGC has sufficient authorized shares of TGC common stock to complete the merger. TGC will file the amendment to its amended and restated certificate of formation substantially in the form attached as Annex H to this joint proxy statement/prospectus with the Secretary of State of the State of Texas in order to, among other things, effect the reverse stock split immediately prior to consummation of the merger. TGC shareholders should read carefully this joint proxy statement/prospectus in its entirety for more detailed information concerning the reverse stock split. You are urged to read carefully the entire amendment to TGC's amended and restated certificate of formation included as Annex H before voting on this proposal. If TGC and Dawson do not complete the merger, TGC will not amend its amended and restated certificate of formation to effect the reverse stock split contemplated by the reverse stock split proposal, notwithstanding that TGC shareholders may have previously approved the reverse stock split proposal.


Overview

        By approving a 1-for-3 reverse stock split proposal, the TGC shareholders approve, subject to approval of the merger proposal, the share issuance proposal, and the TGC name change proposal an amendment to TGC's amended and restated certificate of formation providing for a 1-for-3 reverse stock split with respect to the issued and outstanding shares of TGC common stock in connection with the merger. If the TGC shareholders approve this reverse stock split proposal and TGC effects the reverse stock split, then every three issued and outstanding shares of TGC common stock (and every three shares of TGC common stock, if any, that are treasury shares of TGC) would be combined and reclassified into one share of TGC common stock. The reverse stock split would not change the number of authorized shares of TGC common stock.

        If TGC effects the reverse stock split proposal, then, except for adjustments that may result from the treatment of fractional shares as described below, each TGC shareholder will hold the same percentage of then-outstanding TGC common stock immediately following the reverse stock split as such TGC shareholder held immediately prior to the reverse stock split. The par value of the TGC common stock would remain unchanged at $0.01 per share.

        If TGC shareholders approve the reverse stock split proposal, the TGC board of directors will effect the reverse stock split only if Dawson shareholders have approved the merger proposal and the Dawson name change proposal and TGC shareholders have approved the share issuance proposal and the TGC name change proposal and the merger is being completed.


Principal Effects of the Reverse Stock Split

        If TGC shareholders approve the reverse stock split proposal and TGC effects the reverse stock split, each TGC shareholder will own a reduced number of shares of TGC common stock upon the effectiveness of the certificate of amendment providing for the reverse stock split. TGC would effect the reverse stock split simultaneously for all outstanding shares of TGC common stock. The reverse stock split would not change the number of authorized shares of TGC common stock. The reverse stock split will affect all TGC shareholders uniformly and will not change any TGC shareholder's percentage ownership interest in TGC, except to the extent that the reverse stock split would result in any TGC shareholders otherwise owning a fractional share that will be rounded up to the nearest whole share. Therefore, voting rights and other rights and preferences of the holders of TGC common stock will not be affected by the reverse stock split (other than as a result of the payment of a full

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share in lieu of a fractional share). Shares of TGC common stock issued pursuant to the reverse stock split will remain fully paid and nonassessable.

        As of the effective time of the reverse stock split, TGC will adjust and proportionately decrease the number of shares of TGC common stock reserved for issuance upon exercise of, and adjust and proportionately increase the exercise price of, all options and other rights to acquire TGC common stock. In addition, as of the effective time of the reverse stock split, TGC will adjust and proportionately decrease the total number of shares of TGC common stock that may be the subject of future grants under TGC's stock option and incentive plans.

        The reverse stock split will not affect the number of authorized shares of TGC common stock, which will continue to be 35,000,000. As a result, an additional effect of the reverse stock split would be to increase the number of authorized but unissued shares of TGC common stock. This could result in TGC being able to issue more shares without further shareholder approval. TGC has no current plans to issue shares, other than in connection with the merger or in the ordinary course of business in connection with TGC's stock compensation plans.


Fractional Shares

        TGC will not issue any fractional shares of TGC common stock in connection with the reverse stock split. Instead, all shares of TGC common stock issuable to TGC shareholders as a result of the reverse stock split will be aggregated and rounded up to the nearest whole share. The certificate of amendment to the amended and restated certificate of formation of TGC provides that each shareholder who does not have a number of shares evenly divisible by three and who would otherwise be entitled to receive a fractional share of TGC common stock shall be entitled to receive an additional share of common stock.


Effect on Registered "Book-Entry" Shareholders and Registered Certificated Shareholders

        Registered TGC shareholders may hold some or all of their shares of TGC common stock electronically in book-entry form. These TGC shareholders will not have share certificates evidencing their ownership of TGC common stock. They are, however, provided with a statement reflecting the number of shares registered in their accounts.

        Registered TGC shareholders may also hold shares of TGC common stock in certificate form or a combination of certificate and book-entry form. All registered holders will be sent a letter of transmittal from TGC's transfer agent as soon as practicable after the effective date of the reverse stock split. The letter of transmittal will contain instructions on how to surrender your certificate(s) representing your pre-reverse stock split shares and book-entry shares to the transfer agent. Upon receipt of your properly completed and executed letter of transmittal and any share certificates that you hold, TGC will issue to you the appropriate number of shares of TGC common stock electronically in book-entry form (or in certificated form if you request physical certificates) and provide a statement reflecting the number of shares registered in your account. TGC will not issue any new shares of TGC common stock in book-entry form (or certificated form if you request physical certificates) to you until you surrender your outstanding certificate(s), together with the properly completed and executed letter of transmittal, to the transfer agent. At any time after receipt of your statement reflecting the number of shares registered in your book-entry account, you may request a share certificate representing your ownership interest.


Effect on Beneficial Holders of Common Stock

        Upon the implementation of the reverse stock split, TGC intends to treat shares of TGC common stock held by shareholders through a bank, broker, custodian or other nominee in the same manner as registered shareholders whose shares are registered in their names. Banks, brokers, custodians or other

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nominees will be instructed to effect the reverse stock split for their beneficial holders holding TGC common stock in street name. However, these banks, brokers, custodians or other nominees may have different procedures than registered shareholders for processing the reverse stock split. Shareholders who hold shares of TGC common stock with a bank, broker, custodian or other nominee and who have any questions in this regard are encouraged to contact their banks, brokers, custodians or other nominees.


Procedure for Effecting Reverse Stock Split and Exchange of Stock Certificates

        If TGC shareholders approve the reverse stock split proposal and TGC effects the reverse stock split, TGC expects to file the proposed certificate of amendment with the Secretary of State of the State of Texas on or about the date on which we complete the merger. Beginning on the effective date of the reverse stock split, each certificate representing pre-reverse split shares of TGC common stock will be deemed for all corporate purposes to evidence ownership of post-reverse stock split shares.

        As soon as practicable after the effective date of the reverse stock split, TGC will notify its shareholders that it has effected the reverse stock split. TGC expects that TGC's transfer agent will act as exchange agent for purposes of implementing the exchange of stock certificates. Holders of pre-reverse split shares will be asked to surrender to the exchange agent certificates representing pre-reverse split shares and book-entry shares in exchange for post-reverse stock split shares in electronic book-entry form (unless such shareholder requests physical certificates) in accordance with the procedures to be set forth in a letter of transmittal to be sent by TGC's transfer agent. TGC will not issue any shares to a TGC shareholder until such shareholder has surrendered such shareholder's outstanding certificate(s) together with the properly completed and executed letter of transmittal to the exchange agent. Any pre-reverse stock split shares submitted for transfer, whether pursuant to a sale or other disposition, or otherwise, will automatically be exchanged for post-reverse stock split shares. TGC SHAREHOLDERS SHOULD NOT DESTROY ANY STOCK CERTIFICATE(S) AND SHOULD NOT SUBMIT ANY CERTIFICATE(S) UNLESS AND UNTIL REQUESTED TO DO SO.


Accounting Matters

        The reverse stock split will not affect the total common shareholders' equity on TGC's balance sheet. The per share earnings or losses and net book value of TGC will be increased because there will be fewer shares of TGC common stock outstanding. Prior periods' per share amounts will be restated to reflect the reverse stock split.


No Appraisal Rights

        Under the TBOC, TGC shareholders are not entitled to appraisal rights with respect to the reverse stock split.


Certificate of Amendment to Amended and Restated Certificate of Formation

        If the TGC shareholders approve the reverse stock split proposal, TGC expects to file a certificate of amendment to its amended and restated certificate of formation with the Secretary of State of the State of Texas to effect the reverse stock split. Upon filing the certificate of amendment to TGC's amended and restated certificate of formation to effect the name change, Article 4 of TGC's amended and restated certificate of formation will be revised to include a new Section d, substantially in the form set forth below:

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        Approval of the reverse stock split proposal is a condition to the completion of the merger. If the reverse stock split proposal is not approved, the merger will not occur.


Conditions and Board Recommendation

        Approval of the reverse stock split proposal is a condition to the completion of the merger. If the reverse stock split proposal is not approved, the merger will not occur. The reverse stock split proposal is conditioned on approval of the share issuance proposal and the TGC name change proposal. Furthermore, if TGC and Dawson do not intend to imminently complete the merger, TGC will not amend its amended and restated certificate of formation to effect the reverse stock split contemplated by the reverse stock split proposal, notwithstanding that TGC shareholders may have previously approved the reverse stock split proposal.

        As described under "The Merger—Conflicts of Interests" beginning on page 122, TGC directors and executive officers have agreements and arrangements that provide them with interests in the merger that are different from, or are in addition to, those of TGC shareholders.

        The TGC board of directors recommends a vote "FOR" the reverse stock split proposal.

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TGC PROPOSAL 3—APPROVAL OF THE TGC NAME CHANGE PROPOSAL

        As discussed in this joint proxy statement/prospectus, TGC is proposing that the TGC shareholders approve an amendment to TGC's amended and restated certificate of formation to change TGC's name to "DAWSON GEOPHYSICAL COMPANY." TGC will file the amendment to its amended and restated certificate of formation substantially in the form attached as Annex H to this joint proxy statement/prospectus in the State of Texas in order to, among other things, effect the name change immediately prior to consummation of the merger. TGC shareholders should read carefully this joint proxy statement/prospectus in its entirety for more detailed information concerning the TGC name change proposal. You are urged to read carefully the entire amendment to TGC's amended and restated certificate of formation included as Annex H before voting on this proposal. If TGC and Dawson do not complete the merger, TGC will not amend its amended and restated certificate of formation to effect the name change contemplated by the TGC name change proposal, notwithstanding that TGC shareholders may have previously approved the TGC name change proposal.


Name Change

        If the TGC shareholders approve TGC name change proposal, TGC expects to file a certificate of amendment to its amended and restated certificate of formation with the Secretary of State of the State of Texas to change the corporation's name from "TGC Industries, Inc." to "DAWSON GEOPHYSICAL COMPANY." Upon filing the certificate of amendment to TGC's amended and restated certificate of formation to effect the name change, the first sentence of Section 1 of TGC's amended and restated certificate of formation will be as follows:

        Approval of the TGC name change proposal is a condition to the completion of the merger. If the TGC name change proposal is not approved, the merger will not occur.

        As described under "The Merger—Conflicts of Interests" beginning on page 122, TGC directors and executive officers have agreements and arrangements that provide them with interests in the merger that are different from, or are in addition to, those of TGC shareholders.

        The TGC board of directors recommends that TGC shareholders vote "FOR" the TGC name change proposal.

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TGC PROPOSAL 4—THE TGC ADJOURNMENT PROPOSAL

        If there are insufficient votes at the time of the TGC special meeting to approve the share issuance proposal, the reverse stock split proposal or the TGC name change proposal, the TGC special meeting may be adjourned to another time or place, if necessary or appropriate, to permit, among other things, further solicitation of proxies if necessary to obtain additional votes in favor of the share issuance proposal, the reverse stock split proposal or the TGC name change proposal. TGC does not intend to propose adjournment at the TGC special meeting if there are sufficient votes to approve the share issuance proposal, the reverse stock split proposal or the TGC name change proposal.

        If, at the TGC special meeting, the number of shares of TGC common stock present or represented and voting in favor of the share issuance proposal, the reverse stock split proposal or the TGC name change proposal, is insufficient to approve the corresponding proposal, TGC intends to move to adjourn the TGC special meeting in order to enable the TGC board of directors to solicit additional proxies for approval of such proposal.

        In the TGC adjournment proposal, TGC is asking its shareholders to authorize the holder of any proxy solicited by the TGC board of directors to vote in favor of granting discretionary authority to the proxy holders, and each of them individually, to adjourn the TGC special meeting to another time and place for the purpose of soliciting additional proxies. If the TGC shareholders approve the TGC adjournment proposal, TGC could adjourn the TGC special meeting and any adjourned session of the TGC special meeting and use the additional time to solicit additional proxies, including the solicitation of proxies from TGC shareholders who have previously voted.

        The TGC board of directors recommends that TGC shareholders vote "FOR" the TGC adjournment proposal.

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THE PARTIES TO THE MERGER

Dawson Geophysical Company
508 West Wall, Suite 800
Midland, Texas 79701
(432) 684-3000

        Dawson Geophysical Company, a Texas corporation, is a leading provider of U.S. onshore seismic data acquisition services as measured by the number of active data acquisition crews. Founded in 1952, Dawson acquires and processes 2-D, 3-D and multi-component seismic data solely for its clients, ranging from major oil and gas companies to independent oil and gas operators as well as providers of multi-client data libraries. Dawson began operations in Canada in 2012.

        Dawson's clients rely on seismic data to identify areas where subsurface conditions are favorable for the accumulation of hydrocarbons and to optimize development and production of hydrocarbon reservoirs. As of September 30, 2014, Dawson operated ten 3-D seismic data acquisition crews in the lower 48 states of the United States and Canada and a seismic data processing center. The results of a seismic survey conducted for a client belong to that client. Dawson does not acquire seismic data for its own account nor does it participate in oil and gas ventures.

        Dawson's business consists of the acquisition and processing of seismic data using either 2-D or 3-D methods to produce an image of the earth's subsurface. The seismic method involves the recording of reflected acoustic or sonic waves from below the ground. In its operations, Dawson introduces acoustic energy into the ground by using an acoustic energy source, usually large vibrating machines or through the detonation of dynamite. Dawson then records the subsequent reflected energy, or echoes, with recording devices placed along the earth's surface. These recording devices, or geophones, are placed on the ground individually or in groups connected together as a single recording channel. Dawson generally uses thousands of recording channels in its seismic surveys. Additional recording channels enhance the resolution of the seismic survey through increased imaging analysis and provide improved operational efficiencies for Dawson's clients.


Dawson's common stock is currently listed on NASDAQ under the symbol "DWSN."

        Additional information about Dawson is included in documents incorporated by reference in this joint proxy statement/prospectus. See "Where You Can Find More Information" beginning on page 225.

TGC Industries, Inc.
101 East Park Blvd., Suite 955
Plano, Texas 75074
(972) 881-1099

        TGC Industries, Inc., a Texas corporation, and its wholly owned subsidiary, Eagle Canada, Inc., a Delaware corporation, are primarily engaged in the geophysical service business of conducting 3-D surveys for clients in the oil and natural gas business.

        TGC is a leading provider of seismic data acquisition services throughout the continental United States and Canada. During the quarter ended September 30, 2014, TGC operated six seismic crews, five in the United States and one in Canada. These seismic crews supply seismic data primarily to companies engaged in the exploration and development of oil and natural gas on land and in land-to-water transition areas. Eagle Canada's seismic acquisition services are also used by the potash mining industry in Canada, and Eagle Canada has particular expertise through its heliportable capabilities. TGC's clients rely on seismic data to identify areas where subsurface conditions are favorable for the accumulation of existing hydrocarbons, to optimize the development and production

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of hydrocarbon reservoirs, to better delineate existing oil and natural gas fields, and to augment reservoir management techniques.

        TGC acquires geophysical data using the latest in 3-D survey techniques. TGC introduces acoustic energy into the ground by using vibration equipment or dynamite detonation, depending on the surface terrain and subsurface requirements. The reflected energy, or echoes, is received through geophones, converted into a digital signal at a multi-channel recording unit, and then transmitted to a central recording vehicle. Subsurface requirements dictate the number of channels necessary to perform TGC's services. With its state-of-the-art seismic equipment, including computer technology and multiple channels, TGC acquires, on a cost effective basis, immense volumes of seismic data that, when processed and interpreted, produce more precise images of the earth's subsurface. TGC's clients then use its seismic data to generate 3-D geologic models that help reduce finding costs and improve recovery rates from existing wells.


TGC's common stock is currently listed on NASDAQ under the symbol "TGE."

        Additional information about TGC is included under the heading "Information About TGC," beginning on page 162.

Riptide Acquisition Corp.
101 East Park Blvd., Suite 955
Plano, Texas 75074
(972) 881-1099

        Riptide Acquisition Corp., a Texas corporation and direct, wholly owned subsidiary of TGC, was formed solely for the purpose of consummating the merger. Merger Sub has not carried on any activities to date, except for activities incidental to its formation and activities undertaken in connection with the transactions contemplated by the merger agreement.

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THE MERGER

Overview

        The Dawson board of directors and the TGC board of directors have each approved the merger agreement. Pursuant to the merger agreement, Merger Sub, a wholly owned subsidiary of TGC, will merge with and into Dawson, with Dawson continuing as the surviving corporation and a wholly owned subsidiary of TGC. Immediately prior to the merger, TGC will change its name to "Dawson Geophysical Company" and Dawson will change its name to "Dawson Operating Company."

        Upon the consummation of the merger, each share of Dawson common stock issued and outstanding before the merger, other than any shares owned by Dawson, TGC or any of their respective subsidiaries, will be converted into the right to receive 1.760 shares of TGC common stock, which is the exchange ratio, after giving effect to the reverse stock split. No fractional shares will be issued to Dawson shareholders, and in lieu of any such fractional shares cash will be paid instead. The exchange ratio has been calculated based on the number of shares of TGC common stock that will be outstanding following a 1-for-3 reverse stock split that will occur immediately prior to completion of the merger. The number of shares of TGC common stock to be issued in the merger for each Dawson common share is fixed (except in the event of any stock dividend, subdivision, recapitalization, split, reverse split (other than the 1-for-3 reverse stock split occurring immediately prior to the merger), combination or exchange of shares or similar event with respect to Dawson common stock or TGC common stock) and will not be adjusted for changes in the market price of either Dawson common stock or TGC common stock.

        The closing price of Dawson common stock on NASDAQ on October 8, 2014, the last full trading day prior to the public announcement of the merger, was $17.57. The closing price of Dawson common stock on NASDAQ on December 29, 2014, the last practicable full trading day prior to the date of this joint proxy statement/prospectus, was $12.11.

        The closing price of TGC common stock on NASDAQ on October 8, 2014, the last full trading day prior to the public announcement of the merger, was $3.34. The closing price of TGC common stock on NASDAQ on December 29, 2014, the last practicable full trading day prior to the date of this joint proxy statement/prospectus, was $2.26.

        Shares of Dawson common stock issued and outstanding before the merger will be cancelled upon completion of the merger.


Background of the Merger

        Dawson's senior management regularly evaluates and periodically reviews with Dawson's board of directors, or the Dawson board, strategies to enhance shareholder value, including opportunities to enhance the services it provides to its clients and its overall position in the seismic industry. One of the areas for potential growth that Dawson has considered from time to time is the acquisition of, or a joint venture with, another seismic company. However, prior to entering into discussions with TGC, Dawson had not identified a potential candidate that presented an attractive acquisition target or combination partner.

        Similarly, as part of their ongoing consideration and evaluation of TGC's long-term prospects and strategies, the TGC board of directors, or the TGC board, and senior management regularly review and assess opportunities to increase shareholder value and achieve long-term strategic goals, including, among other things, strategic alliances, potential opportunities for business combinations, internal restructurings and investments and other strategic reviews.

        Dawson and TGC entered into a merger agreement on March 20, 2011 in which the two companies agreed to combine in a stock-for-stock transaction whereby Dawson would issue shares of its

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common stock in exchange for the outstanding shares of TGC common stock. This proposed transaction was subject to a "collar" on the price of Dawson's common stock (that is, a range of market prices for Dawson common stock beyond which the agreed-upon exchange ratio would have to be renegotiated by the parties) as well as approval of the proposed transaction by 80% of the shares of TGC's common stock. Both Dawson and TGC held special shareholder meetings on October 27, 2011 and recommended that their respective shareholders approve the transaction at such meetings. Dawson's shareholders approved the transaction, but TGC failed to obtain the required 80% approval from its shareholders, ultimately procuring approval from approximately 76.37% of its shareholders. Also, at this time, Dawson's common stock began trading outside of the values stipulated as the collar for the transaction. As a result of the inability of TGC to obtain the required shareholder approval and the trading price of Dawson's common stock outside of the collar, the parties chose to terminate the merger agreement and discontinue negotiations.

        Following the termination of the previously proposed transaction, each of TGC and Dawson operated their companies on a standalone basis and pursued business objectives as directed by their respective boards of directors. During this time, while each of Dawson and TGC continued to evaluate business opportunities and value creation for shareholders, no formal discussions were held between Dawson and TGC with respect to a potential combination.

        The Dawson board held a regular meeting on July 22, 2014, at which Stephen C. Jumper, Dawson's Chairman, President and Chief Executive Officer, brought up the idea of re-visiting a combination with TGC. After discussing the idea with the members of the Dawson board, the board agreed that Mr. Jumper should approach Wayne A. Whitener, the President and Chief Executive Officer of TGC, to see if there was any interest on the part of TGC in a transaction to combine the two companies.

        Mr. Jumper called Mr. Whitener on July 28, 2014 to discuss the possibility of reopening negotiations regarding a potential business combination transaction between the two companies. After preliminary discussions with the TGC board, Mr. Whitener called Mr. Jumper back later that same day and indicated that TGC would potentially be interested in a transaction. Mr. Jumper and Mr. Whitener agreed that the most desirable structure for both companies would be a stock-for-stock transaction with minimal closing conditions and without a collar on stock prices. Messrs. Jumper and Whitener then scheduled a meeting in Dallas for August 7, 2014 between a subset of Dawson's and TGC's respective boards of directors.

        On August 4, 2014, the Dawson board of directors held a conference call and Mr. Jumper updated the board regarding the status of his discussions with Mr. Whitener and TGC's interest in a potential transaction. The Dawson board determined that Mr. Jumper and two additional members of the Dawson board, Craig W. Cooper and Gary M. Hoover, would travel to Dallas to meet with Mr. Whitener and certain members of the TGC board of directors on August 7, 2014.

        On August 7, 2014, Messrs. Jumper, Cooper and Hoover met in Dallas with Mr. Whitener and two additional members of the TGC board, William J. Barrett and Allen T. McInnes. Edward L. Flynn and Herbert M. Gardner, two other members of the TGC board, also joined relevant portions of the meetings via telephone. The parties discussed a potential combination transaction, the structure of such a potential deal and general economic terms and equity ownership following such a transaction.

        Mr. Jumper called Dawson's principal outside counsel, Baker Botts, on August 8, 2014 regarding the legal aspects of the potential transaction and possible structures. Mr. Jumper also called Raymond James & Associates, Inc., or Raymond James, on August 8, 2014. Raymond James was not then engaged as Dawson's regular investment banker, but had served as Dawson's financial advisor in 2011 for the proposed combination transaction with TGC and Dawson knew that Raymond James was familiar with both companies and the oilfield services industry. Mr. Jumper discussed the potential

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transaction with Raymond James and requested that Raymond James prepare initial analyses regarding the relative contributions of both Dawson and TGC to the potential combined company.

        On August 11, 2014, the Dawson board convened via conference call to receive an update regarding the meetings and discussions with TGC on August 7, 2014. Mr. Jumper reported the generally favorable response that was received from TGC, as well as the initiations of review and analysis by Baker Botts and Raymond James. Subsequently, later on August 11, 2014, Dawson and TGC executed a nondisclosure agreement. Under the terms of the nondisclosure agreement, each party agreed to treat confidentially certain proprietary information shared by the other party to enable them to analyze a possible combination of Dawson and TGC. In addition, the nondisclosure agreement contained, among other things, standstill restrictions that, in accordance with and subject to the terms of the nondisclosure agreement, prohibited either party from making an unsolicited offer to acquire the securities of the other party for a period of one year and prohibited the parties from soliciting any of the other party's employees involved or participating in the negotiation process.

        Raymond James delivered its initial contribution analysis to Dawson on August 15, 2014 and convened a phone call with Mr. Jumper to discuss the analysis and preliminary proposed shareholding splits between Dawson and TGC in the combined company. Between August 18, 2014 and August 22, 2014, Dawson and Raymond James exchanged phone calls and emails to negotiate advisory fees that Raymond James would charge in connection with their analysis and opinion regarding the potential transaction.

        On August 22, 2014, the Dawson board convened a conference call to discuss the preliminary contribution analysis received from Raymond James and a potential share ownership split, or share split, of the combined company between current Dawson shareholders and current TGC shareholders. During the meeting, the members of the Dawson board agreed that Raymond James and financial advisors for TGC should prepare and provide analyses on an agreeable share split based on current market prices and such other factors as the respective financial advisors deemed relevant. The Dawson board also discussed appropriate advisory fees to be paid to Raymond James in connection with the proposed transaction.

        On August 25, 2014, the Dawson board held a discussion with Raymond James regarding the contribution analysis and proposed share split, as well as Raymond James's advisory role and the advisory fees that would be payable to Raymond James in connection with the proposed transaction. The Dawson board approved moving forward with negotiating the potential stock-for-stock combination transaction with TGC. Later on August 25, 2014, Mr. Jumper called Mr. Whitener to confirm both parties' intent to move forward with negotiating the transaction on a stock-for-stock basis.

        On August 26, 2014, members of the Dawson board had a discussion with Raymond James regarding the financial analyses of TGC prepared by Raymond James and the implied share split. Dawson and Raymond James also discussed the terms of a draft engagement letter whereby Dawson would agree to procure the services of Raymond James for the transaction.

        On August 28, 2014, representatives of Baker Botts and Haynes and Boone held a telephone call to discuss various preliminary matters related to the potential transaction, including the due diligence process, which the parties agreed, in light of the stock-for-stock transaction, would need to be mutual. On September 2, 2014, Dawson sent an initial request for certain due diligence documents and materials relating to TGC. On August 29, 2014, Dawson discussed with Ernst & Young LLP, or EY, the possibility of EY conducting financial accounting due diligence for Dawson, including a review of TGC's audit workpapers, accounting policies and quality of earnings. Representatives of Dawson, Baker Botts and EY conducted legal, business and financial due diligence with respect to TGC during the remainder of August, all of September and into October.

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        On September 3, 2014, Dawson, TGC and legal and financial advisors for each held meetings at the offices of Baker Botts in Dallas to outline potential transaction structure, proposed metrics and a tentative timeline. Specifically, the parties discussed structuring the transaction such that Dawson would merge with a subsidiary of TGC in exchange for receipt of shares of TGC common stock at a to be agreed-upon exchange ratio. The parties also discussed the desirability of a reverse stock split with respect to TGC common stock as well as the composition of the board of directors of the combined company. Mr. Jumper and Mr. Whitener each gave management presentations regarding their respective companies, including financial results, reports on operations, status of equipment and future outlook. Both Mr. Jumper and Mr. Whitener also enumerated reasons why a combination of Dawson and TGC would yield favorable results for both companies and their shareholders. Both parties agreed to begin drafting legal documents on the basis of their discussions and continue due diligence efforts. On the same day, Dawson executed an engagement letter with Raymond James pursuant to which Raymond James would prepare a financial analysis of the proposed transaction with a view towards advising the Dawson board as to its opinion of the fairness of the exchange ratio, from a financial point of view, to Dawson's shareholders.

        The Dawson board convened a conference call on September 4, 2014 and Mr. Jumper updated the Dawson board regarding the results of the meetings held on September 3, 2014 and the status of negotiations and possible deal terms. Also on September 4, 2014, Dawson and TGC exchanged financial information that each of their respective management teams had prepared.

        On September 5, 2014, TGC formally retained Stephens to serve as its financial advisor in connection with a possible business combination transaction with Dawson. Shortly thereafter, TGC and Dawson began exchanging preliminary financial due diligence materials. Additionally, each of TGC's and Dawson's board of directors individually considered a range of acceptable share splits that could be used to determine an exchange ratio for the transaction and each began discussions of the potential share split with its respective financial advisor. Representatives of Stephens and Raymond James began conducting financial due diligence related to the proposed business combination transaction between TGC and Dawson in early September of 2014.

        Raymond James circulated an initial draft of a term sheet to Stephens on September 8, 2014. This draft did not include a proposed share split or a ratio for the reverse stock split or the composition of the board of the combined company following the transaction.

        On September 8 and 9, 2014, Raymond James and Stephens convened multiple calls to discuss the draft term sheet and valuation methodologies. Raymond James and Stephens also had discussions on these dates with Mr. Jumper and Mr. Whitener, respectively, to discuss the draft term sheet and share split.

        On September 10, 2014, a conference call was held between Dawson, TGC and their respective legal and financial advisors to discuss the draft term sheet and negotiate key terms. The parties discussed the composition of the board of the combined company following the merger and appropriate terms for such directors, as well as termination fees and expense reimbursements in the event that one or both of the parties terminated the merger agreement following its execution. The parties also discussed the treatment of equity based compensation awards made by Dawson and TGC in the event of a combination transaction. Mr. Jumper then called Raymond James and Baker Botts and exchanged emails to revise the term sheet pursuant to these discussions, and the revised draft was recirculated to TGC, Stephens and Haynes and Boone.

        A conference call was held on September 11, 2014 between Mr. Jumper, Raymond James and Baker Botts to discuss the draft term sheet and proposed share split, board composition and termination fees. Later on September 11, 2014, the Dawson board convened a call to discuss the status of negotiations and the most recent revisions to the draft term sheet. Mr. Jumper reported that productive discussions were had on September 10, 2014 with TGC and its advisors and the parties were

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working towards agreeing on the principal terms in the term sheet. Mr. Jumper also reported that the parties had not yet proposed a share split (and resulting exchange ratio) or a ratio for the TGC reverse stock split in the draft term sheet. After considerable discussion, the Dawson board agreed that Dawson should propose a share split whereby current Dawson shareholders would hold 68% of the shares of common stock of the combined company, with current TGC shareholders holding the other 32%.

        On September 12, 2014, Raymond James discussed business combination terms with Stephens including a structure whereby current Dawson shareholders would hold 68% of the shares of common stock of the combined company and current TGC shareholders would hold the other 32%. The proposal also called for a seven member board of directors for the combined company, to consist of five current Dawson directors and two current TGC directors. Also on September 12, 2014, Baker Botts delivered an initial draft of a merger agreement to Haynes and Boone, and on September 15, 2014 Baker Botts delivered draft voting agreements requiring each TGC and Dawson director and executive officer to vote in favor of the proposed transaction, subject to certain conditions.

        On September 15, 2014, after consultation with TGC management, Stephens delivered a counter proposal to Raymond James with current Dawson shareholders receiving 63% of the shares of the combined company and current TGC shareholders holding the other 37%. This proposal also called for an eight member board of directors for the combined company, to consist of five current Dawson directors and three current TGC directors, with one TGC director to be replaced after a year.

        Raymond James and Stephens convened a conference call on September 16, 2014 to discuss contribution levels between Dawson and TGC and post-merger board composition. Dawson then delivered a counter proposal for a share split with current Dawson shareholders receiving 66% of the shares of the combined company and current TGC shareholders holding the other 34%. In connection with discussing the reverse stock split and exchange ratio, the parties discussed the number of shares of common stock of the combined company that would remain outstanding following the completion of the business combination, as well as the potential impact on the trading price of the common stock and the amount of public float.

        On September 23, 2014, the Dawson board held a meeting and discussed the status of negotiations, the terms proposed in the most recent draft of the term sheet and drafts of the merger agreement, voting agreements and ancillary documents. Mr. Jumper reported that he had received a phone call from Mr. Whitener indicating that TGC was generally agreeable to the most recent proposal of a 66%/34% share split and an eight member board composition (with one of the TGC directors being nominated for one year and the other seven directors being nominated for three years), pending the outcome of final due diligence review and negotiation of the remaining points of the transaction.

        On September 23, 2014 and September 24, 2014, multiple phone calls were held between Dawson, Raymond James, TGC, Stephens, Baker Botts and Haynes and Boone to discuss legal and financial due diligence items.

        On September 24, 2014, at a telephonic meeting of the TGC board, the board discussed the potential business combination transaction with Dawson together with its legal and financial advisors. All of the members of the TGC board were present at the meeting except for Edward L. Flynn. Mr. Whitener reviewed the status of negotiations with Dawson as well as the status of the relevant documentation. The TGC board discussed certain issues in connection with the merger agreement, including whether TGC would be permitted to have a bring down fairness opinion, the termination fee provisions and the composition of the TGC's post-merger board of directors. The representative of Haynes and Boone generally discussed fiduciary duties of the TGC board under Texas law in connection with the proposed transaction, the timing of the due diligence process and the impact of the proposed transaction on the benefit plans of TGC and Dawson. The representatives of Stephens

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informed the TGC board that discussions with Raymond James regarding the financial terms of the business combination had taken place.

        At a telephonic meeting of the TGC board on September 26, 2014, representatives of Stephens reviewed the background and status of the potential business combination transaction, including the status of due diligence and the negotiation of the terms of the merger agreement. The Stephens representatives discussed recent changes in the seismic industry and the potential benefits of combining TGC and Dawson, including the likelihood of significant long-term operational and financial benefits. After discussion, the TGC board concluded that the termination fees in the merger agreement should be the same for TGC and Dawson. Additionally, after considering the proposed board structure for the combined entity, the TGC board agreed with the most recently proposed structure, whereby Dawson would name five directors and TGC would name three, with William J. Barrett to serve as one of TGC's appointed directors for a one year term.

        On the afternoon of October 1, 2014, Dawson, TGC and legal and financial advisors for each held a meeting at offices of Baker Botts in Dallas to discuss the status of the draft merger agreement and associated documents, status of each party's due diligence review and open items with respect to the same, and the process for a planned execution of the merger agreement on October 8, 2014. Mr. Jumper and Mr. Whitener and their respective management teams discussed proposed synergies that could be achieved by combining Dawson and TGC. Mr. Jumper and Mr. Whitener also discussed the proposed reverse stock split with respect to TGC common stock and requested input from Raymond James and Stephens regarding the same. Mr. Whitener noted that the TGC board believed that a one-for-three ratio was the most appropriate for the proposed reverse stock split, and Mr. Jumper indicated that Dawson believed a one-for-four or a one-for-five ratio was more desirable. The parties did not come to an agreement on this matter during the meeting, but agreed to take the other party's views into consideration and reconvene to discuss at a later date.

        Also on October 1, 2014, Baker Botts and Haynes and Boone discussed by telephone the terms of the draft merger agreement circulated by Baker Botts on September 12, 2014. Among other things, the attorneys discussed Dawson's and TGC's respective positions regarding various provisions of the draft merger agreement and key open items, including:

        Haynes and Boone delivered a revised draft of the merger agreement reflecting these and other TGC comments to Baker Botts on October 2, 2014.

        At a telephonic meeting of the TGC board on October 3, 2014, representatives of Lane Gorman Trubitt, PLLC, or Lane Gorman, TGC's independent public accountants, reviewed with the TGC board the results of their financial due diligence investigation of Dawson. Representatives from Lane Gorman informed the TGC board that they did not find any material issues that would prevent TGC from continuing negotiations with Dawson. Following the presentation by Lane Gorman's representatives, the TGC board discussed and approved a one-time bonus payment to each director in the amount of $37,500 to compensate the directors for the significant time and effort in connection with the proposed business combination and for their many years of dedication and service to TGC.

        Mr. Jumper called Raymond James on October 3, 2014 to discuss the reverse stock split ratio and diligence matters. Mr. Jumper noted his desire to undertake the reverse stock split at a ratio that would provide sufficient cushion to protect the stock of the combined company from potentially trading

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below $10.00 per share. Raymond James then exchanged calls and materials with Stephens regarding the reverse stock split ratio and to close out open financial diligence items.

        Also on October 3, 2014, Baker Botts delivered a revised draft of the merger agreement reflecting Dawson's comments thereon to Haynes and Boone. From October 3, 2014 through October 7, 2014 Dawson's and TGC's respective management and legal advisors continued to exchange drafts of a merger agreement and the employment and other agreements to be entered into by the key employees of TGC and Dawson to engage in negotiations regarding the terms of the proposed merger, including the issues noted above.

        On October 6, 2014, the Dawson board held a telephonic meeting to discuss the status of draft documents for the transaction, final due diligence review and the reverse stock split ratio. Raymond James participated in the telephonic meeting to discuss the reverse stock split ratio as well as the implied exchange ratio (taking the reverse stock split into consideration) that would be necessary to yield a combined company held 66% by current Dawson shareholders and 34% by current TGC shareholders. Later on October 6, 2014, drafts of the merger agreement and related documents were circulated to each of the Dawson board members for review in advance of the planned October 8, 2014 board meeting at the offices of Baker Botts in Dallas.

        Raymond James and Stephens held conference calls on October 6, 2014 and October 7, 2014 to discuss the reverse stock split ratio and the exchange ratio. Mr. Jumper and Mr. Whitener also participated in certain of these phone calls as appropriate. Mr. Jumper reiterated his concerns regarding the trading price of the combined company if a one-for-three ratio was used, but agreed to discuss with his advisors. After additional discussions with Raymond James, Mr. Jumper called Mr. Whitener to communicate that Dawson generally agreed to proceed with a one-for-three ratio for the reverse stock split, pending final incorporation of such ratio in the merger agreement and the approval from the Dawson board of the same.

        At a telephonic meeting of the TGC board on October 7, 2014, representatives of Stephens delivered to the TGC board their presentation concerning the potential business combination transaction with Dawson in connection with their work on the fairness opinion. The presentation included the variety of valuation methods and supporting analyses that Stephens used in determining the fairness, from a financial point of view, to TGC of the exchange ratio as well as the potential strategic benefits of the proposed transaction. The TGC board and the Stephens representatives discussed that they were not aware of other strategic alternatives currently available to TGC that would reasonably be expected to be more attractive than the proposed business combination transaction with Dawson and that no third party bidders had emerged during the period in which the prior TGC and Dawson merger agreement was in place in 2011. The TGC board also discussed structuring the current proposed transaction with Dawson in a way to create low barriers of entry in case a third party acquirer emerged.

        The presentation concluded with the Stephens representatives promising to deliver an updated version of the presentation at the TGC board meeting to be held the next day on October 8, 2014. The meeting ended with a discussion of the press release, voting agreements and other ancillary documents related to the merger agreement.

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        On the afternoon of October 8, 2014, the TGC board convened a telephonic meeting at the Dallas office of Haynes and Boone to review and consider the proposed merger agreement. Present at the meeting were all of the members of the TGC board, representatives of Stephens and representatives of Haynes and Boone. At the meeting, representatives of Haynes and Boone discussed with the TGC board their fiduciary duties as well as certain material terms of the merger agreement, including the reverse stock split of 1-for-3 shares of TGC's common stock, the "no shop" covenant, the requirement to pay a fee of $2 million and the requirement to pay up to $1.5 million to reimburse the other party's expenses in the event the merger agreement was terminated under certain provisions. Representatives of Haynes and Boone explained that the "no shop" and termination provisions were mutual in that each of TGC and Dawson was subject to the same restrictions and had the same exceptions to the restrictions. In addition, the directors discussed and approved extending the exercise period for certain options granted to TGC's non-employee directors in July 2014 to permit those directors who would be resigning from the board at the time of the merger to be able to exercise the options for more than 90 days following the date of such resignation. The exercise period was extended to the earlier of five years from the date of grant of the option or the third anniversary of the date on which the person ceased to serve as a director of TGC.

        Following the discussion by Haynes and Boone, representatives of Stephens reviewed their financial analysis of the proposed transaction with the TGC board and delivered their updated fairness presentation. In response to a question regarding whether any other potential acquirers may be interested in TGC, Stephens stated it was unlikely a more logical counterparty would emerge, given, among other things: the state of industry seismic industry, TGC's specific business, financial performance of several key competitors and that no counterparties materialized as part of the attempted transaction with Dawson in 2011. Stephens also discussed the fact that TGC held preliminary discussions with a potential strategic counterparty in 2013 regarding a strategic transaction and TGC board of directors decided that the transaction was not in the long term best interest of TGC at that time.

        After the presentations by Haynes and Boone and Stephens, the TGC board had extensive discussions regarding the merger agreement and the related transactions. The TGC board of directors discussed that, although they were not aware of any other entities that may make an offer for TGC, the termination fee was set at a level that created a low barrier of entry for other potential acquirers. The TGC board also reviewed the employment agreements for the management of the combined company and found them to be reasonable and customary.

        Stephens then rendered its oral opinion that the exchange ratio was fair to TGC from a financial point of view. The oral opinion was confirmed in writing later that day. Following the oral opinion from Stephens, Haynes and Boone presented and discussed draft resolutions of the TGC board with respect to the proposed transaction. After consideration, the TGC board determined that the merger agreement and the other transactions contemplated therein were advisable and in the best interests of TGC and its shareholders. The TGC board then adopted the resolutions presented by Haynes and Boone, which included approval of the merger agreement and the transactions contemplated therein, a resolution to recommend the approval of the merger agreement to the shareholders of TGC and authorization for management to enter into the merger agreement. Mr. Whitener abstained from voting with respect to his employment terms. The TGC board unanimously approved the merger agreement, including the merger, the reverse stock split, the name change and the transactions contemplated by the merger agreement.

        Also on the afternoon of Wednesday, October 8, 2014, the Dawson board convened a meeting at the Dallas office of Baker Botts to review and consider the proposed merger agreement. Present at the meeting were members of Dawson's senior management, representatives of EY, Baker Botts and Raymond James and all of the members of the Dawson board, except Tim C. Thompson who was unable to attend due to unexpected travel delays (although he had previously expressed to Mr. Jumper

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his support for the transaction). At the meeting, the representatives of EY outlined to the Dawson board their due diligence findings regarding TGC. Mr. Jumper also outlined for the Dawson board key terms of the proposed merger, including the relative ownership percentage of the combined company for current Dawson shareholders, the exchange ratio and the reverse split ratio, described to the Dawson board the negotiations that had occurred since their last update, reviewed the strategic rationale for the transaction, including the operational advantages that would result from a combined organization, reviewed recent financial results of TGC, and recommended that the Dawson board approve the merger on the terms presented. Representatives of Baker Botts discussed with the Dawson board their fiduciary duties under Texas law as well as certain material terms of the merger agreement and other documents related to the merger agreement, including the draft employment agreements, draft indemnity agreements, voting agreements, rights plan amendment and certain legal matters relating to the Dawson board's consideration of the proposed merger. During the course of the discussion, the representatives of Baker Botts responded to various questions regarding the merger agreement and the transaction. At the meeting, the representatives of Baker Botts also presented and discussed draft resolutions of the Dawson board with respect to the proposed transaction.

        Also at the meeting, representatives of Raymond James reviewed with the Dawson board their financial analysis of the proposed transaction, including their analysis of the share split and resulting exchange ratio. Raymond James also rendered its oral opinion, which was confirmed in writing later in the day, that, based upon its analysis, the exchange ratio of 1.760 split-effected shares of TGC common stock for each share of Dawson common stock was fair, from a financial point of view, to Dawson shareholders.

        The Dawson board also discussed the need for an amendment to Dawson's shareholder rights plan in order to permit the proposed transaction with TGC to proceed without triggering any shareholder rights. Baker Botts discussed the draft amendment with the rights agent that had previously been circulated to the Dawson board and noted that the amendment would permit the transaction to proceed without triggering any shareholder rights, but that the amendment was specific to the proposed transaction with TGC pursuant to the draft merger agreement and the rights plan would continue to be in effect with respect to any alternative transactions (with TGC or otherwise) that might present themselves after execution of the amendment to the rights plan and the merger agreement. Baker Botts also explained that the Dawson shareholder rights plan would expire pursuant to its terms and the terms of the proposed amendment if and when the merger with TGC became effective. After several inquiries regarding the amendment to the rights plan and its function with respect to the proposed transaction as well as alternative transactions that might emerge between signing the merger agreement and closing the merger, the Dawson board approved the amendment to the rights plan and authorized management to execute the same.

        Following consideration of the terms of the proposed merger and discussion among the directors, senior management, and representatives of Baker Botts and Raymond James, the directors determined that the merger agreement and the transactions contemplated therein were advisable and in the best interests of Dawson and its shareholders, approved the merger agreement and the transactions contemplated therein and resolved (subject to the exceptions contained in the merger agreement) to recommend the approval of the issuance of merger consideration by the shareholders of Dawson, and authorized management to enter into the merger agreement.

        As described under the headings "Dawson Proposal 3—The Advisory Resolution Proposal" and "The Merger—Conflicts of Interests" beginning on pages 67 and 122, respectively, of this joint proxy statement/prospectus, Dawson's directors and executive officers will receive financial benefits that will be different from, or in addition to, those of Dawson's shareholders.

        In the evening of October 8, 2014, the merger agreement was executed by Dawson, Merger Sub and TGC. Before the open of the financial markets on the following day, October 9, 2014, Dawson and

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TGC issued a joint press release announcing the signing of the merger agreement. TGC and Dawson also held a joint investor conference on October 9, 214 to announce the execution of the merger agreement.


Dawson's Reasons for the Merger and Recommendation of Dawson's Board of Directors

        At the meeting of the Dawson board of directors on October 8, 2014, after careful consideration, including detailed discussions with Dawson's management and its legal and financial advisors, the Dawson board of directors determined that the merger agreement was advisable and in the best interests of Dawson and its shareholders, approved the merger agreement in all respects and recommended that Dawson shareholders vote "FOR" the merger proposal.

        In evaluating the merger, the Dawson board of directors consulted with Dawson's management, as well as Dawson's legal and financial advisors and, in reaching a conclusion to approve the merger and related transactions and to recommend that Dawson shareholders approve the merger agreement, the Dawson board of directors reviewed a significant amount of information and considered a number of factors including:

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        The Dawson board of directors also considered the potential adverse impact of other factors weighing negatively against the proposed transaction, including the following:

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        In addition, the Dawson board of directors considered the requirement under the merger agreement that TGC enter into employment agreements, effective as of the effective time of the merger, substantially in the form attached as Annex F to this joint proxy statement/prospectus, with the following key employees: Stephen C. Jumper, Dawson's Chairman, President and Chief Executive Officer, to become the Chairman, President and Chief Executive Officer of TGC following the merger; Wayne A. Whitener, TGC's current President and Chief Executive Officer, to become the Vice Chairman of TGC following the merger; C. Ray Tobias, Dawson's current Executive Vice President and Chief Operating Officer, to serve in the same capacity for TGC following the merger; James K. Brata, TGC's current Executive Vice President and Chief Financial Officer, to serve in the same capacity for TGC following the merger; Christina W. Hagan, Dawson's current Executive Vice President, Chief Financial Officer and Secretary, to become the Executive Vice President, Chief Accounting Officer and Secretary of TGC following the merger; James W. Thomas, Dawson's current Executive Vice President and Chief Technology Officer, to serve in the same capacity for TGC following the merger, and Daniel G. Winn, TGC's current Executive Vice President, to become Senior Vice President of TGC following the merger. These employment agreements are each for three-year terms. These employment agreements were entered into on October 8, 2014 in connection with the execution of the merger agreement, but will only be effective upon the effective time of the merger. The employment agreements reflect each executive's post-merger duties and title.

        For additional information on the terms of such employment agreements, see "The Employment Agreements" beginning on page 157.

        Further, the Dawson board of directors was aware of and considered that some of TGC's directors and executive officers have interests in the transactions contemplated by the merger agreement that are different from, or in addition to, their interests as TGC shareholders and the interests of TGC shareholders generally, as described in "The Merger—Conflicts of Interests" beginning on page 122.

        After considering and weighing all factors, both positive and negative, the Dawson board of directors concluded that the anticipated benefits of the merger would outweigh the negative considerations of the proposed transaction.

Accordingly, the Dawson board of directors recommends that Dawson shareholders vote "FOR" the merger proposal and "FOR" the Dawson name change proposal.

        Properly dated and signed proxies, and proxies properly submitted over the Internet and by telephone, will be so voted unless Dawson shareholders specify otherwise.

        As described under the headings "Dawson Proposal 3—The Advisory Resolution Proposal" and "The Merger—Conflicts of Interests" beginning on pages 67 and 122, respectively, of this joint proxy statement/prospectus, Dawson's directors and executive officers will receive financial benefits that are different from, or in addition to, those of Dawson's shareholders.

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TGC's Reasons for the Merger and Recommendation of TGC's Board of Directors

        In reaching its decision to adopt and approve the merger agreement, and to recommend that its shareholders approve the share issuance proposal, the reverse stock split proposal and TGC name change proposal, the TGC board of directors consulted with TGC's senior management, legal counsel and financial advisor and has carefully considered and discussed a detailed analysis of the proposed merger agreement and the transactions contemplated thereby, including, but not limited to, the following factors:

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        The TGC board of directors has also carefully considered and discussed a number of risks, uncertainties and other countervailing factors in its deliberations relating to entering into the merger agreement and the transactions contemplated thereby, including:

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        Additionally, the TGC board of directors considered the requirement under the merger agreement that TGC enter into employment agreements, effective as of the effective time of the merger, substantially in the form attached as Annex F to this joint proxy statement/prospectus, with the following key employees: Stephen C. Jumper, Dawson's current Chairman, President and Chief Executive Officer, to become the Chairman, President and Chief Executive Officer of TGC following the merger; Wayne A. Whitener, TGC's current President and Chief Executive Officer, to become the Vice Chairman of TGC following the merger; C. Ray Tobias, Dawson's current Executive Vice President and Chief Operating Officer, to serve in the same capacity for TGC following the merger; James K. Brata, TGC's current Executive Vice President and Chief Financial Officer, to serve in the same capacity for TGC following the merger; Christina W. Hagan, Dawson's current Executive Vice President, Chief Financial Officer and Secretary, to become the Executive Vice President, Chief Accounting Officer and Secretary of TGC following the merger; James W. Thomas, Dawson's current Executive Vice President and Chief Technology Officer, to serve in the same capacity for TGC following the merger; and Daniel G. Winn, TGC's current Executive Vice President, to become Senior Vice President of TGC following the merger. Each of the employment agreements was entered into on October 8, 2014 and becomes effective upon the effective time of the merger. For additional information on the terms of such employment agreements, see "The Employment Agreements" beginning on page 157.

        The TGC board of directors also considered the requirement under the merger agreement that certain shareholders of TGC enter into the TGC shareholder voting agreements, and that certain shareholders of Dawson enter into the Dawson shareholder voting agreement. For additional information regarding the voting agreements between TGC's shareholders and Dawson, see "The TGC Shareholder Voting Agreements" beginning on page 153, and for additional information regarding the voting agreement between Dawson's shareholders and TGC, see "The Dawson Shareholder Voting Agreement" beginning on page 155.

        Further, the TGC board of directors was aware of and considered that some of Dawson's directors and executive officers have interests in the transactions contemplated by the merger agreement that are different from, or in addition to, their interests as Dawson shareholders and the interests of Dawson shareholders generally, as described in "The Merger—Conflicts of Interests" beginning on page 122.

        Following a discussion of such considerations, the TGC board of directors determined that the positive factors relating to the merger outweighed the negative factors.

Accordingly, the TGC board of directors recommends that TGC shareholders vote "FOR" the share issuance proposal, "FOR" the reverse stock split proposal and "FOR" the TGC name change proposal.

        Properly dated and signed proxies, and proxies properly submitted over the Internet and by telephone, will be so voted unless TGC shareholders specify otherwise.

        As described under the heading "The Merger—Conflicts of Interests" beginning on page 122 of this joint proxy statement/prospectus, TGC's directors and executive officers will receive financial benefits that are different from, or in addition to, those of TGC's shareholders.


Certain Information Provided by the Parties

        In the course of negotiating the merger agreement, Dawson and TGC exchanged certain non-public information as part of the customary "due diligence" process. As part of this process, Dawson and TGC allowed each other, and each other's respective representatives, access to data rooms that contained non-public information that concerned Dawson and TGC, respectively, as well as their respective operations. In addition to the information supplied as part of the due diligence process, Dawson and TGC both prepared certain prospective financial information to share with the other party

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and their respective financial advisors. The prospective financial information consisted of an income statement as well as additional financial data for the calendar years 2014 through 2015. Each of TGC and Dawson gave significant consideration to the prospective financial information provided by the other party. The prospective financial information disclosed below summarizes all material non-public information that was exchanged and relied upon by the parties, and consists of prospective revenues, net income and EBITDA for each of the companies for the calendar years 2014 through 2015.

Dawson Unaudited Prospective Financial Information

        Although Dawson does not provide public guidance in respect of its future financial performance, in connection with the negotiation and execution of the merger agreement, and at the request of Raymond James, its financial advisor, TGC and Stephens, TGC's financial advisor, Dawson provided its board of directors, Raymond James, TGC and Stephens with certain prospective financial information.

        Dawson is providing a summary of such prospective financial information solely to give shareholders access to the information that Dawson made available to its board of directors, Raymond James, TGC and Stephens. The prospective financial information presented here is not included in this joint proxy statement/prospectus in order to influence any shareholder to make any investment decision with respect to the merger.

        The prospective financial information was prepared by Dawson's management as of September 2014 and was based solely upon information available to Dawson's management at that time. The prospective financial information was not prepared with a view toward public disclosure, or with a view toward compliance with published guidelines of the SEC, the guidelines established by the American Institute of Certified Public Accountants for preparation and presentation of financial forecasts, or GAAP. Neither Dawson's independent registered public accounting firm, nor any other independent accountants, have compiled, examined or performed any procedures with respect to the prospective financial information included below, or expressed any opinion or any other form of assurance on such information or its achievability.

        When prepared, the prospective financial information reflected Dawson's estimates and assumptions with respect to industry performance, general business, economic, regulatory, market and financial conditions and other future events, as well as matters specific to Dawson's business, all of which were difficult to predict and many of which were beyond Dawson's control. The prospective financial information reflected subjective judgment in many respects and thus was and continues to be susceptible to multiple interpretations and has been and will continue to be affected by actual experience and business developments. As such, the prospective financial information constitutes forward-looking information and is subject to risks and uncertainties that could cause actual results to differ materially from the results forecasted in such prospective information, including, but not limited to, Dawson's performance, industry performance, general business and economic conditions, customer requirements, competition, adverse changes in applicable laws, regulations or rules, fluctuations in oil and natural gas prices, external factors affecting Dawson's crews such as weather interruptions and the inability to obtain land access rights of way, the level of energy industry spending for seismic data acquisition services and the other various risks set forth in Dawson's reports filed with the SEC. There can be no assurance that the prospective results will be realized or that actual results will not be significantly higher or lower than forecast.

        The prospective financial information covers multiple years, and such information by its nature becomes less reliable with each successive year. In addition, Dawson's actual results will be affected by Dawson's ability to achieve strategic goals, objectives and targets over the applicable periods. The prospective information also reflected assumptions as to certain business decisions that are subject to change. Such prospective information cannot, therefore, be considered a guaranty of future operating results, and this information should not be relied on as such. The inclusion of this information should

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not be regarded as an indication that this information is a reliable prediction of future events, and this information should not be relied upon as such. However, this information was one of the factors taken into account by the financial advisors of Dawson and TGC in rendering their respective opinions. In addition, the TGC board gave significant consideration to such information. None of Dawson, TGC, Merger Sub or any of their financial advisors or any of their affiliates assumes any responsibility for the validity or reasonableness of the prospective information described below. None of Dawson, TGC, Merger Sub or any of their financial advisors or any of their affiliates intends to, and each of them disclaims any obligation to, update, revise or correct such prospective information if it is or becomes inaccurate (even in the short term).

        The prospective financial information does not reflect Dawson's current estimates and does not take into account any circumstances or events occurring after the date it was prepared, including the transactions contemplated by the merger agreement. In addition, as prepared, the prospective financial information did not take into account Dawson's transaction costs related to the proposed merger, which have been material since August of 2014. Further, the prospective financial information does not take into account the effect of any failure of the merger to occur and should not be viewed as accurate or continuing in that context.

        The prospective information should be evaluated in conjunction with the historical financial statements and other information regarding Dawson contained in Dawson's public filings with the SEC. In light of the foregoing factors and the uncertainties inherent in Dawson's prospective information, shareholders are cautioned not to place undue reliance on the prospective information included in this joint proxy statement/prospectus.

        The prospective financial information set forth herein regarding EBITDA may be considered a non-GAAP financial measure. Dawson provided this information to its board of directors, Raymond James, TGC and Stephens, because Dawson believed it could be useful in evaluating, on a prospective basis, Dawson's potential operating performance and cash flow. EBITDA should not be considered in isolation from, or as a substitute for, financial information presented in compliance with GAAP, and EBITDA as used by Dawson may not be comparable to similarly titled amounts used by other companies. Dawson has not reconciled the projected EBITDA for 2014 or 2015 to net income because applicable information on which this reconciliation is based is not readily available. Accordingly, a reconciliation of the projected 2014 and 2015 EBITDA to net income at this time is not available without unreasonable effort.


Dawson Geophysical Company
Unaudited Prospective Financial Information

 
  Projected Calendar
Year Ended
December 31,(1)(2)
 
($ in millions)
  2014   2015  

Operating revenue including reimbursables

  $ 263.5   $ 283.6  

Income before income taxes

  $ (12.1 ) $ (5.6 )

Net income

  $ (9.1 ) $ (4.2 )

EBITDA

  $ 28.9   $ 35.2  

Capital expenditures

  $ 16.0   $ 20.0  

(1)
The annual financial information presented in the first table was prepared on a calendar year basis at the request of TGC. Dawson's actual fiscal year ends on September 30.

(2)
The annual financial information presented in each table does not take into account transaction costs related to the proposed merger.

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TGC Unaudited Prospective Financial Information

        Although TGC does not provide public guidance in respect of its future financial performance, in connection with the negotiation and execution of the merger agreement, and at the request of Stephens, its financial advisor, Dawson and Raymond James, Dawson's financial advisor, TGC provided its board of directors, Stephens, Dawson and Raymond James with certain prospective financial information.

        TGC is providing a summary of such prospective financial information solely to give shareholders access to the information that TGC made available to its board of directors, Stephens, Dawson and Raymond James. The prospective financial information presented here is not included in this joint proxy statement/prospectus in order to influence any shareholder to make any investment decision with respect to the merger.

        The prospective financial information was prepared by TGC's management as of September 2014 and was based solely upon information available to TGC's management at that time. The prospective financial information was not prepared with a view toward public disclosure, or with a view toward compliance with published guidelines of the SEC, the guidelines established by the American Institute of Certified Public Accountants for preparation and presentation of financial forecasts, or GAAP. Neither TGC's independent registered public accounting firm, nor any other independent accountants, have compiled, examined or performed any procedures with respect to the prospective financial information included below, or expressed any opinion or any other form of assurance on such information or its achievability.

        When prepared, the prospective financial information reflected TGC's estimates and assumptions with respect to industry performance, general business, economic, regulatory, market and financial conditions and other future events, as well as matters specific to TGC's business, all of which were difficult to predict and many of which were beyond TGC's control. The prospective financial information reflected subjective judgment in many respects and thus was and continues to be susceptible to multiple interpretations and has been and will continue to be affected by actual experience and business developments. As such, the prospective financial information constitutes forward-looking information and is subject to risks and uncertainties that could cause actual results to differ materially from the results forecasted in such prospective information, including, but not limited to, TGC's performance, industry performance, general business and economic conditions, customer requirements, competition, adverse changes in applicable laws, regulations or rules, and the various risks set forth in TGC's reports filed with the SEC. There can be no assurance that the prospective results will be realized or that actual results will not be significantly higher or lower than forecast.

        The prospective financial information covers multiple years, and such information by its nature becomes less reliable with each successive year. In addition, TGC's actual results will be affected by TGC's ability to achieve strategic goals, objectives and targets over the applicable periods. The prospective information also reflected assumptions as to certain business decisions that are subject to change. Such prospective information cannot, therefore, be considered a guaranty of future operating results, and this information should not be relied on as such. The inclusion of this information should not be regarded as an indication that this information is a reliable prediction of future events, and this information should not be relied upon as such. However, this information was one of the factors taken into account by the financial advisors of Dawson and TGC in rendering their respective opinions. None of Dawson, TGC, Merger Sub or any of their financial advisors or any of their affiliates assumes any responsibility for the validity or reasonableness of the prospective information described below. None of Dawson, TGC, Merger Sub or any of their financial advisors or any of their affiliates intends to, and each of them disclaims any obligation to, update, revise or correct such prospective information if it is or becomes inaccurate (even in the short term).

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        The prospective financial information does not reflect TGC's current estimates and does not take into account any circumstances or events occurring after the date it was prepared, including the transactions contemplated by the merger agreement. In addition, as prepared, the prospective financial information did not take into account TGC's transaction costs related to the proposed merger, which have been material since August of 2014. Further, the prospective financial information does not take into account the effect of any failure of the merger to occur and should not be viewed as accurate or continuing in that context.

        The prospective information should be evaluated in conjunction with the historical financial statements and other information regarding TGC contained in TGC's public filings with the SEC. In light of the foregoing factors and the uncertainties inherent in TGC's prospective information, shareholders are cautioned not to place undue reliance on the prospective information included in this joint proxy statement/prospectus.

        The prospective financial information set forth herein regarding revenue and EBITDA may be considered a non-GAAP financial measure. TGC provided this information to its board of directors, Stephens, Dawson and Raymond James, because TGC believed it could be useful in evaluating, on a prospective basis, TGC's potential operating performance and cash flow. EBITDA should not be considered in isolation from, or as a substitute for, financial information presented in compliance with GAAP, and EBITDA as used by TGC may not be comparable to similarly titled amounts used by other companies. TGC has not reconciled the projected EBITDA for 2014 or 2015 to net income because applicable information on which this reconciliation is based is not readily available. Accordingly, a reconciliation of the projected 2014 and 2015 EBITDA to net income at this time is not available without unreasonable effort.


TGC Industries, Inc.
Unaudited Prospective Financial Information

 
  Projected Fiscal
Year Ended
December 31,(1)
 
($ in millions)
  2014   2015  

Revenue

  $ 117.2   $ 137.9  

Pre-tax income

  $ (10.4 ) $ 3.4  

Net income

  $ (6.5 ) $ 2.1  

EBITDA

  $ 9.6   $ 19.6  

Capital expenditures

  $ 8.3   $ 2.4  

(1)
The annual financial information presented in each table does not take into account transaction costs related to the proposed merger.


Opinion of Dawson's Financial Advisor

        Dawson retained Raymond James as financial advisor on September 3, 2014. Pursuant to that engagement, the Dawson board of directors requested that Raymond James evaluate the fairness of the exchange ratio in the transaction pursuant to the merger agreement, from a financial point of view, to the holders of Dawson common stock.

        At the October 8, 2014 meeting of the Dawson board of directors, representatives of Raymond James rendered its oral opinion, which was subsequently confirmed by delivery of a written opinion to the Dawson board of directors dated October 8, 2014, as to the fairness, as of such date, of the exchange ratio in the transaction pursuant to the merger agreement, from a financial point of view, to the holders of Dawson common stock.

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        The full text of the written opinion of Raymond James is attached as Annex B to this joint proxy statement/prospectus. The summary of the opinion of Raymond James set forth in this joint proxy statement/prospectus is qualified in its entirety by reference to the full text of such written opinion.

        Raymond James provided its opinion for the information of the Dawson board of directors (solely in its capacity as such) in connection with, and for purposes of, its consideration of the transaction and its opinion only addresses whether, as of the date of such opinion, the exchange ratio in the transaction, pursuant to the merger agreement was fair, from a financial point of view, to the holders of Dawson common stock and did not address any other term or aspect of the merger agreement or the merger. The Raymond James opinion does not constitute a recommendation to the Dawson board of directors or to any holder of Dawson common stock as to how the Dawson board of directors, such stockholder or any other person should vote or otherwise act with respect to the merger or any other matter. Raymond James does not express any opinion as to the likely trading range of the surviving company's common stock following the merger, which may vary depending on numerous factors that generally impact the price of securities or on the financial condition of Dawson or TGC at that time.

        In connection with its review of the proposed merger and the preparation of its opinion, Raymond James, among other things:

        With Dawson's consent, Raymond James has assumed and relied upon the accuracy and completeness of all information supplied by or on behalf of Dawson and TGC or otherwise reviewed by or discussed with Raymond James, and Raymond James has undertaken no duty or responsibility to, nor did Raymond James, independently verify any of such information. Raymond James has not made or obtained an independent appraisal of the assets or liabilities (contingent or otherwise) of Dawson or TGC. With respect to the financial projections and any other information and data provided to or otherwise reviewed by or discussed with Raymond James, Raymond James, with Dawson's consent, assumed that the financial projections and such other information and data were reasonably prepared in good faith on bases reflecting the best currently available estimates and judgments of management of

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Dawson and TGC, and Raymond James has relied upon Dawson and TGC to advise Raymond James promptly if any information previously provided became inaccurate or was required to be updated during the period of Raymond James's review. Raymond James expresses no opinion with respect to the financial projections or the assumptions on which they are based. Based upon the terms specified in the merger agreement, Raymond James assumed that the merger will qualify as a reorganization under the provisions of Section 368(a) of the Internal Revenue Code. Raymond James relied upon and assumed, without independent verification, that the final form of the merger agreement would be substantially similar to the draft merger agreement dated October 7, 2014 reviewed by Raymond James in all respects material to its analysis, and that the merger would be consummated in accordance with the terms of the merger agreement without waiver of or amendment to any of the conditions thereto. Furthermore, Raymond James assumed, in all respects material to its analysis, that the representations and warranties of each party contained in the merger agreement were true and correct and that each party will perform all of the covenants and agreements required to be performed by it under the merger agreement without being waived. Raymond James also relied upon and assumed, without independent verification, that (i) the transaction would be consummated in a manner that complies in all respects with all applicable international, federal, state and provincial statutes, rules and regulations, and (ii) all governmental, regulatory or other consents and approvals necessary for the consummation of the merger would be obtained and that no delay, limitations, restrictions or conditions would be imposed or amendments, modifications or waivers made that would have an effect on the merger or Dawson that would be material to its analysis or opinion.

        Raymond James expressed no opinion as to the underlying business decision to effect the merger, the structure or tax consequences of the merger, or the availability or advisability of any alternatives to the merger. The Raymond James opinion is limited to the fairness, from a financial point of view, of the exchange ratio as is described above. Raymond James expressed no opinion with respect to any other reasons (legal, business, or otherwise) that may support the decision of the Dawson board of directors to approve or consummate the merger. Furthermore, no opinion, counsel or interpretation was intended by Raymond James on matters that require legal, accounting or tax advice. Raymond James assumed that such opinions, counsel or interpretations had been or would be obtained from appropriate professional sources. Furthermore, Raymond James relied, with the consent of Dawson, on the fact that Dawson was assisted by legal, accounting and tax advisors, and, with the consent of Dawson relied upon and assumed the accuracy and completeness of the assessments by Dawson and its advisors, as to all legal, accounting and tax matters with respect to Dawson and the merger.

        In formulating Raymond James's opinion, Raymond James considered only what it understands to be the shares to be received by the holders of Dawson common stock pursuant to the exchange ratio giving effect to the 1-for-3 reverse stock split with respect to TGC common stock, and Raymond James did not consider, and its opinion did not address, the fairness of the amount or nature of any compensation to be paid or payable to any of the officers, directors or employees of Dawson, or such class of persons, in connection with the transaction whether relative to the exchange ratio or otherwise. Raymond James was not requested to opine as to, and its opinion did not express an opinion as to or otherwise address, among other things: (1) the fairness of the merger to the holders of any class of securities, creditors or other constituencies of Dawson, or to any other party, except and only to the extent expressly set forth in the last sentence of its opinion or (2) the fairness of the merger to any one class or group of Dawson's or any other party's security holders or other constituents vis-à-vis any other class or group of Dawson's or such other party's security holders or other constituents (including, without limitation, the allocation of any consideration to be received in the merger amongst or within such classes or groups of security holders or other constituents). Raymond James expressed no opinion as to the impact of the merger on the solvency or viability of Dawson or TGC or the ability of Dawson or TGC to pay their respective obligations when they come due.

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        Material Financial Analyses.    The following summarizes the material financial analyses reviewed by Raymond James with Dawson's board of directors at its meeting on October 8, 2014, which material was considered by Raymond James in rendering its opinion. No company used in the analyses described below is identical or directly comparable to Dawson, TGC or the contemplated transaction.

        Contribution Analysis.    Raymond James analyzed the relative contribution of Dawson and TGC to the combined company's (i) current market capitalization, five-day average market capitalization and thirty day average market capitalization derived from the closing stock prices for the observed periods for Dawson and TGC and share counts provided by Dawson and TGC management as of October 7, 2014; (ii) revenue (less reimbursables) and earnings before interest, taxes, depreciation and amortization, or EBITDA, as of and for the twelve months ending December 31, 2013, 2012 and 2011 from SEC public filings and figures provided by Dawson; (iii) projected revenue (less reimbursables) and EBITDA for the twelve months ending December 31, 2014 and 2015 based on Dawson and TGC financial projections, referred to as 2014E and 2015E; (iv) channel counts as of September 3, 2014; (v) energy sources as of September 3, 2014; and (vi) net and gross property, plant and equipment as of June 30, 2014 from SEC public filings. The relative contribution analysis did not give effect to the impact of any synergies as a result of the proposed transaction. The results of this analysis are summarized in the table below:

 
  Dawson   TGC   Implied
Exchange
Ratio
 

Market Capitalization (as of 10/8/2014):

                   

Current

    66 %   34 %   1.753x  

Five Day Average

    65 %   35 %   1.706x  

Thirty Day Average

    67 %   33 %   1.811x  

Financial Performance:

   
 
   
 
   
 
 

2011 Revenue

    58 %   42 %   1.228x  

2012 Revenue

    53 %   47 %   1.027x  

2013 Revenue

    63 %   37 %   1.547x  

2014E Revenue

    65 %   35 %   1.696x  

2015E Revenue

    62 %   38 %   1.504x  

2011 EBITDA

    48 %   52 %   0.825x  

2012 EBITDA

    50 %   50 %   0.918x  

2013 EBITDA

    73 %   27 %   2.510x  

2014E EBITDA

    75 %   25 %   2.724x  

2015E EBITDA

    64 %   36 %   1.625x  

Assets / Operations:

   
 
   
 
   
 
 

Channels

    55 %   45 %   1.113x  

Energy Sources

    70 %   30 %   2.075x  

Net Property, Plant and Equipment

    76 %   24 %   2.931x  

Gross Property, Plant and Equipment

    64 %   36 %   1.598x  

Exchange Ratio:

               
1.760x
 

        Selected Companies Analysis.    Raymond James analyzed the relative valuation multiples of five publicly-traded provider and manufacturers of onshore seismic data acquisition and processing services and equipment with a presence in North America that it deemed relevant and for which future financial estimates were publicly available, including:

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Raymond James calculated various financial multiples for each company, including enterprise value (market value plus debt, plus preferred stock, plus minority interests, less cash, less cash equivalents and short term investments) compared to both revenue and EBITDA, from consensus Wall Street research analysts' projected revenue and EBITDA for the selected companies for 2014E and 2015E. The estimates published by Wall Street research analysts were not prepared in connection with the transaction or at the request of Raymond James and may or may not prove to be accurate. Raymond James reviewed the minimum, median, mean and maximum relative valuation multiples of the selected public companies. The results of the selected public companies analysis are summarized below:

 
  Enterprise
Value /
Revenue
  Enterprise
Value /
EBITDA
 
 
  2014E   2015E   2014E   2015E  

Minimum

    0.5x     0.4x     3.2x     2.6x  

Median

    1.3x     1.3x     4.0x     3.4x  

Mean

    1.1x     1.1x     3.9x     3.4x  

Maximum

    1.7x     1.7x     4.4x     4.0x  

Furthermore, Raymond James applied the minimum and maximum relative valuation multiples for enterprise value to 2014E and 2015E revenue (less reimbursables) and EBITDA for both Dawson and TGC to determine a range of implied enterprise values for each company respectively. Raymond James then adjusted the implied enterprise values by subtracting out each company's debt, preferred stock and minority interests and adding back cash, cash equivalents and short term investments to arrive at a range of implied equity values for each company respectively. Raymond James then divided the implied equity values by the share counts provided by Dawson and TGC management as of October 7, 2014, to arrive at a range of implied prices per share for each company respectively. Based on the implied prices per share, Raymond James determined the implied minimum and maximum exchange ratios for Dawson common stock and compared those results to the exchange ratio. The results of this are summarized below:

 
  Implied Exchange Ratio  
 
  Minimum    
  Maximum  

Selected Companies Analysis:

                 

Enterprise Value / 2014E Revenue

    0.628x   -     4.921x  

Enterprise Value / 2015E Revenue

    0.501x   -     5.042x  

Enterprise Value / 2014E EBITDA

    2.008x   -     3.187x  

Enterprise Value / 2015E EBITDA

    1.229x   -     2.420x  

Exchange Ratio:

       

1.760x

       

        Additional Considerations.    The preparation of a fairness opinion is a complex process and is not susceptible to a partial analysis or summary description. Raymond James believes that its analyses must be considered as a whole and that selecting portions of its analyses, without considering the analyses taken as a whole, would create an incomplete view of the process underlying its opinion. In addition, Raymond James considered the results of all such analyses and did not assign relative weights to any of the analyses, but rather made qualitative judgments as to significance and relevance of each analysis and factor, so the ranges of valuations resulting from any particular analysis described above should not be taken to be the view of Raymond James as to the actual exchange ratio.

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        In performing its analyses, Raymond James made numerous assumptions with respect to industry performance, general business, economic and regulatory conditions and other matters, many of which are beyond the control of Dawson. The analyses performed by Raymond James are not necessarily indicative of actual values, trading values or actual future results which might be achieved, all of which may be significantly more or less favorable than suggested by such analyses. Such analyses were provided to the Dawson board of directors (solely in its capacity as such) and were prepared solely as part of the analysis of Raymond James of the fairness of the exchange ratio in the merger pursuant to the merger agreement, from a financial point of view, to the holders of Dawson common stock. The analyses do not purport to be appraisals or to reflect the prices at which companies may actually be sold, and such estimates are inherently subject to uncertainty. The opinion of Raymond James was one of many factors taken into account by the Dawson board of directors in making its determination to approve the merger. Neither Raymond James' opinion nor the analyses described above should be viewed as determinative of the Dawson board of directors' or TGC management's views with respect to Dawson, TGC or the merger. Dawson placed no limits on the scope of the analysis performed, or opinion expressed, by Raymond James.

        The Raymond James opinion was necessarily based upon market, economic, financial and other circumstances and conditions existing and disclosed to it on October 8, 2014, and any material change in such circumstances and conditions may affect the opinion of Raymond James, but Raymond James does not have any obligation to update, revise or reaffirm that opinion. Raymond James relied upon and assumed, without independent verification, that there had been no change in the business, assets, liabilities, financial condition, results of operations, cash flows or prospects of Dawson since the respective dates of the most recent financial statements and other information, financial or otherwise, provided to Raymond James that would be material to its analyses or its opinion, and that there was no information or any facts that would make any of the information reviewed by Raymond James incomplete or misleading in any material respect.

        During the two years preceding the date of Raymond James' written opinion, Raymond James has not been engaged by, performed services for or received any compensation from Dawson (other than any amounts that were paid to Raymond James under the engagement letter described in this proxy statement pursuant to which Raymond James was retained as a financial advisor to Dawson to assist in reviewing strategic alternatives).

        Raymond James received a fee of $350,000 for the delivery of its opinion. Raymond James will also receive a transaction fee of $900,000, which fee is contingent upon closing of the merger, for its services as financial advisor. Dawson agreed to reimburse Raymond James for certain of its expenses incurred in connection with its services and to indemnify Raymond James and certain of its affiliates against certain liabilities arising out of its engagement.

        Raymond James is actively involved in the investment banking business and regularly undertakes the valuation of investment securities in connection with public offerings, private placements, business combinations and similar transactions. In the ordinary course of business, Raymond James may trade in the securities of Dawson and TGC for its own account and for the accounts of its customers and, accordingly, may at any time hold a long or short position in such securities. Raymond James may provide investment banking, financial advisory and other financial services to Dawson and/or TGC or other participants in the merger in the future, for which Raymond James may receive compensation.


Opinion of TGC's Financial Advisor

        TGC retained Stephens to act as its financial advisor in connection with a business combination with Dawson. In addition, TGC retained Stephens to render to TGC an opinion as to the fairness of the exchange ratio to be paid by TGC to the holders of Dawson common stock pursuant to the merger agreement. At the meeting of TGC's board of directors on October 8, 2014, Stephens rendered its

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opinion to TGC's board of directors to the effect, as of that date, and based upon and subject to the various considerations set forth in its opinion, the exchange ratio to be offered to the holders of Dawson common stock pursuant to the merger agreement is fair, from a financial point of view, to TGC.

        The full text of the written opinion of Stephens, dated as of October 8, 2014, is attached hereto as Annex C. The opinion sets forth, among other things, the assumptions made, procedures followed, matters considered and limitations on the scope of the review undertaken by Stephens in rendering its opinion. TGC encourages its shareholders to read the opinion carefully and in its entirety. Stephens' opinion is directed to TGC's board of directors and addresses only the fairness, from a financial point of view and as of the date of the opinion, of the exchange ratio to TGC. It does not address any other aspect of the merger and does not constitute a recommendation as to how any person should vote on the merger or any matter related thereto. In the course of performing its review and analysis for rendering its opinion, Stephens among other things:

        Stephens has relied on the accuracy and completeness of the information and financial data provided to Stephens by TGC and Dawson and of the other information reviewed by Stephens in connection with the preparation of its opinion, and Stephens' opinion is based upon such information. Stephens has not assumed any responsibility for independent verification of the accuracy or completeness of any of such information or financial data. The management of TGC has assured Stephens that they are not aware of any relevant information that has been omitted or remains undisclosed to Stephens. Stephens has not assumed any responsibility for making or undertaking an independent evaluation or appraisal of any of the assets or liabilities of TGC, and Stephens has not been furnished with any such evaluations or appraisals; nor has Stephens evaluated the solvency or fair value of TGC or any other participant in the merger under any laws relating to bankruptcy, insolvency or similar matters. Stephens has not assumed any obligation to conduct any physical inspection of the properties or facilities of TGC or of Dawson. With respect to the financial forecasts prepared by the management of TGC, Stephens has assumed that such financial forecasts have been reasonably

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prepared and reflect the best currently available estimates and judgments of the management of TGC as to the future financial performance of TGC and that the financial results reflected by such projections will be realized as predicted. TGC has also assumed that the representations and warranties contained in the merger agreement and all related documents are true, correct and complete in all material respects. Stephens is not a legal, accounting, regulatory or tax expert and has relied solely, and without independent verification, on the assessments of TGC and its other advisors with respect to such matters. Stephens has assumed, with TGC's consent, that the merger will not result in any materially adverse legal, regulatory, accounting or tax consequences for TGC.

        The opinion was necessarily based on economic, market and other conditions as in effect on, and information available to Stephens, as of October 8, 2014. It should be understood that subsequent developments may affect Stephens' opinion and that Stephens does not have any obligation to update, revise or reaffirm its opinion. Stephens has assumed that the merger will be consummated on the terms of the latest draft of the merger agreement provided to Stephens without material waiver or modification. Stephens has assumed that in the course of obtaining the necessary regulatory, lending or other consents or approvals (contractual or otherwise) for the merger, no restrictions, including any divestiture requirements or amendments or modifications, will be imposed that would have a material adverse effect on the contemplated benefits of the merger to TGC. Stephens is not expressing any opinion herein as to the price at which the common shares or any other securities of TGC will trade following the announcement of the merger.

        Stephens' opinion is for the use and benefit of the TGC board of directors for the purposes of its evaluation of the merger. Stephens' opinion does not address the merits of the underlying decision by TGC to engage in the merger, the merits of the merger as compared to other alternatives potentially available to TGC or the relative effects of any alternative transaction in which TGC might engage, nor is it intended to be a recommendation to any person as to how to vote in connection with the merger. In addition, except as explicitly set forth in its opinion, TGC has not asked Stephens to address, and Stephens' opinion does not address, the fairness to, or any other consideration of, the holders of any class of securities, creditors or other constituencies of TGC. Stephens has not been asked to express any opinion, and does not express any opinion, as to the fairness of the amount or nature of the compensation to any of TGC's officers, directors or employees, or to any group of such officers, directors or employees, relative to the compensation to other shareholders of TGC.

Summary of Stephens' Analyses

        In preparing its opinion, Stephens performed a variety of financial and comparative analyses. The preparation of a fairness opinion is a complex process involving various determinations as to the most appropriate and relevant quantitative and qualitative methods of financial analysis and the applications of those methods to the particular circumstances and, therefore, is not necessarily susceptible to partial analysis or summary description. Stephens believes that its analyses must be considered as a whole. Considering any portion of Stephens' analyses or the factors considered by Stephens, without considering all analyses and factors, could create a misleading or incomplete view of the process underlying the conclusion expressed in Stephens' opinion. In addition, Stephens may have given various analyses more or less weight than other analyses, and may have deemed various assumptions more or less probable than other assumptions, so that the range of valuations resulting from any particular analysis described below should not be taken to be Stephens' view of TGC's or Dawson's actual value. Accordingly, the conclusions reached by Stephens are based on all analyses and factors taken as a whole and also on the application of Stephens' own experience and judgment.

        In performing its analyses, Stephens made numerous assumptions with respect to industry performance, general business, economic, monetary, regulatory, market and other conditions and other matters, many of which are beyond TGC's and Stephens' control. The analyses performed by Stephens are not necessarily indicative of actual values or actual future results, which may be significantly more

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or less favorable than suggested by such analyses. In addition, analyses relating to the per share value of TGC or the combined company's common stock do not purport to be appraisals or to reflect the prices at which TGC common stock may actually be sold. The analyses performed were prepared solely as part of Stephens analysis of the fairness, from a financial point of view, of the exchange ratio to TGC, and were provided to TGC's board of directors in connection with the delivery of Stephens' opinion.

        The following is a summary of the material financial and comparative analyses performed by Stephens in connection with Stephens' delivery of its opinion. The financial analyses summarized below include information presented in tabular format. In order to fully understand Stephens' financial analyses, the table must be read together with the text of each summary. The tables alone do not constitute a complete description of the financial analyses. Considering the data described below without considering the full narrative description of the financial analyses, including the methodologies and assumptions underlying the analyses, could create a misleading or incomplete view of Stephens' financial analyses. No company or transaction used in the analyses described below is directly comparable to TGC, Dawson, the business combination, or the contemplated combined company. The analyses performed and data presented herein incorporates the effect of the 1-for-3 reverse stock split of TGC common shares immediately prior to closing of the merger with Dawson. The below analyses did not take into account potential synergies that could result from the business combination.

        Historical Market Trading Exchange Ratio Analysis.    In order to provide background information and perspective on the relationship between the historical trading prices of TGC and Dawson common shares, Stephens reviewed:

 
  Historical
Exchange
Ratios
 

As of October 6, 2014

    1.68x  

3-Month Volume Weighted Average Price

    1.83x  

5-Month Volume Weighted Average Price

    1.79x  

Latest Twelve Months Average (as of 10/6/2014)

    1.69x  

3 Year Average

    1.43x  

5 Year Average

    1.82x  

Average Since 10/28/2011

    1.42x  

        The review indicated a range of exchange ratios from 1.42x to 1.83x over various periods, compared to the exchange ratio of 1.76x in the merger agreement.

        Selected Public Companies Analysis.    Stephens analyzed the relative trading levels of five publicly-traded companies in the seismic services and geophysical data acquisition industry deemed relevant by Stephens, in addition to TGC and Dawson, including:

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        Although none of the selected companies are directly comparable to TGC or Dawson, the five companies were included based on the following criteria, in addition to being a publicly-traded company in the seismic services and geophysical acquisition industry: similar lines of business, markets of operation, customers and business and other financial considerations.

        In the analysis, Stephens reviewed, among other things, enterprise values of the selected publicly-traded companies, calculated as equity values based on closing stock prices as of October 6, 2014, plus debt, less cash as a multiple of the estimated 2014E and 2015E EBITDA. Stephens utilized EBITDA because the metric is commonly used when evaluating companies in the seismic services and geophysical data acquisition industry. Estimated financial data of the selected publicly-traded companies were based on publicly available research analysts' estimates, public filings and other publicly available information. The analysis yielded the following maximum, mean, median and minimum enterprise value/EBITDA multiple ranges:

 
  Enterprise
Value / 2014E
EBITDA
  Enterprise
Value / 2015E
EBITDA
 

Maximum

    4.22x     3.85x  

Mean

    3.46x     3.20x  

Median

    3.31x     2.95x  

Minimum

    2.92x     2.70x  

TGC

   
6.46x
   
3.17x
 

Dawson

    3.75x     3.07x  

        Based on Stephens' professional judgment, Stephens calculated an implied exchange ratio range, based on the resulting share prices calculated for both Dawson and TGC, by selecting a reference range of 3.50x - 5.50x for enterprise value/2014E EBITDA and 3.50x - 5.00x for enterprise value/2015E EBITDA. Stephens then compared the 1.76x exchange ratio provided in the merger agreement to the implied exchange ratio reference range.

 
  Implied Exchange
Ratio Reference Range
  Exchange
Ratio
   

  1.69x - 2.57x   1.76x  

 

        Stephens selected the companies reviewed in this analysis because, among other things, such companies operate similar businesses to those of TGC and Dawson. However, no selected company is identical to TGC or Dawson. Accordingly, Stephens believes that purely quantitative analyses are not, in isolation, determinative in the context of the merger and that differences in the business, financial and operating characteristics and prospects of TGC, Dawson and the selected companies that could affect the relative public trading values of these companies.

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        Selected Transaction Analysis.    Stephens reviewed publicly available information relating to selected acquisitions of seismic services and geophysical data acquisition companies based on criteria including but not limited to similar industry focus, lines of business, relative business risk, geographic focus and business drivers similar to TGC and Dawson. The selected transactions considered and transaction dates were as follows:

Date
  Acquirer   Target

12/19/13

  One Equity Partners LLC   Polarcus Limited

11/14/13

  Industrial Investors   IG Seismic Services PLC

1/28/13

  Compagnie Genéralé de Géophysique-Veritas   Fugro NV, Geoscience Division

6/15/12

  TGS Nopec Geophysical Co.   Arcis Corporation

2/12/10

  Geokinetics Inc.   Onshore Seismic Data Acquisition and Multi-Client Data Library business of Petroleum Geo Services

1/28/09

  CGG   Wavefield Inseis AS

1/3/08

  Petroleum Geo-Services   Arros Seismic

6/29/07

  Petroleum Geo-Services   MTEM Ltd.

3/6/07

  OMNI Energy Services Corp   Cypress Consulting Services

2/14/07

  ValueAct Capital LLC   Seitel Inc.

1/12/07

  Compagnie Genéralé de Géophysique-Veritas   Veritas DGC Inc.

4/28/06

  Schlumberger Limited   WesternGeco Limited

9/15/05

  CGG   CGGVeritas Services (Norway) AS

6/14/04

  Input/Output Inc. (nka: ION Geophysical)   GX Technology Corporation

8/10/98

  Baker Hughes Incorporated   Western Atlas Inc.

        Stephens reviewed maximum, median, mean and minimum transaction multiples, calculated as the enterprise value for the target company divided by the target company's latest 12 month, or LTM, EBITDA at the announcement date. Financial data of the selected transactions were based on publicly available information. The analysis indicated the following multiple ranges:

 
  Enterprise
Value / (LTM)
EBITDA Multiple
 

Maximum

    10.00x  

Median

    6.26x  

Mean

    6.21x  

Minimum

    1.60x  

        Based on Stephens' professional judgment, Stephens applied a reference range of 4.00x - 6.00x for LTM and 2014E enterprise value/EBITDA (LTM EBITDA as of latest 12 months ended 6/30/14 and projected 2014E EBITDA based on management estimates of TGC and Dawson), which indicated the following implied exchange ratio reference range based on the implied share price calculated for both Dawson and TGC. Stephens then compared to the exchange ratio provided for in the merger agreement:

 
  Implied Exchange
Ratio Reference Range
  Exchange
Ratio
   

  2.32x - 2.58x   1.76x  

 

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        No company, business or transaction used in this analysis is identical to TGC, Dawson or the contemplated merger. In addition, an evaluation of the results of this analysis is not entirely mathematical. This analysis involves considerations and judgments concerning differences in business, financial and operating characteristics, prospects of each of the companies, transaction consideration and other factors that could affect the acquisition or other values of the companies, business segments or transactions to which TGC, Dawson and the merger were compared.

        Premiums Paid Analysis.    Stephens analyzed stock price premiums paid over the past five years in both (1) the overall market and in (2) 11 public merger and acquisition transactions closed since June 2009 in the oilfield services sector. Stephens reviewed each transaction price per share relative to each target's closing price per share one day, one week and one month prior to announcement of the transaction. Stephens compared the mean, median, maximum and minimum premium for those periods as well as considered mean and median premium consideration for transactions with a stock component. Because the premiums analyzed for the overall market transactions were relatively consistent with premiums paid for transactions involving primarily companies in the oilfield services industry, the table below focuses on the results in the transactions involving primarily companies in the oilfield services industry. The results of the transaction premiums analysis of such transactions are summarized below:

 
  Share Price Premium Days
Prior to Offer Date
 
 
  1-Day
Prior
  1-Week
Prior
  1-Month
Prior
 

Total Oilfield Service Company Transactions (2009 - 2014)

                   

Maximum

    91.2 %   93.9 %   128.6 %

Mean

    31.2 %   38.8 %   46.0 %

Median

    23.9 %   25.0 %   33.4 %

Minimum

    3.9 %   5.8 %   12.2 %

Oilfield Service Company Transactions—Stock Consideration(1)

   
 
   
 
   
 
 

Maximum

    91.2 %   93.9 %   87.1 %

Mean

    48.8 %   51.9 %   44.9 %

Median

    44.5 %   49.0 %   37.3 %

Minimum

    17.1 %   22.9 %   27.6 %

(1)
Stock consideration includes deals with a portion of consideration consisting of stock.

        Based on Stephens' professional judgment, Stephens calculated an implied exchange ratio range using a premium range of 0% to 30% and applying it to the closing price of Dawson's common stock on October 6, 2014, divided by the closing price of TGC's common stock on that date.

 
  Implied Exchange
Ratio Reference Range
  Exchange
Ratio
   

  1.68x - 2.19x   1.76x  

 

        Contribution Analysis.    Stephens reviewed the relative contributions of TGC and Dawson to various metrics derived from market data, earnings data, balance sheet data and asset data without giving effect to the potential synergies that could result from the business combination. The standalone capital structure of both Dawson and TGC and the resulting pro rata contribution to the combined

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company was incorporated in determining the leverage adjusted exchange ratio calculated for each metric presented. The results of the contribution analysis are summarized below:

 
   
  Implied Pro
Forma Percent
Ownership
 
 
  Leverage
Adjusted
Exchange
Ratio
 
 
  Dawson   TGC  

Market Data

                   

Stock Price (10/6/14)

    1.68x     65 %   35 %

1-Month Volume Weighted Average Price (10/6/14)

    1.77x     66 %   34 %

3-Month Volume Weighted Average Price (10/6/14)

    1.66x     67 %   33 %

Earnings Data (Year Ending 12/31, expect as noted)

   
 
   
 
   
 
 

2011 EBITDA

    1.02x     53 %   47 %

2012 EBITDA

    1.23x     58 %   42 %

2013 EBITDA

    2.41x     73 %   27 %

LTM EBITDA

    2.34x     72 %   28 %

2014E EBITDA

    2.55x     74 %   26 %

2015E EBITDA

    1.73x     66 %   34 %

2011 Net Income(1)

   
0.14x
   
13

%
 
87

%

2012 Net Income(1)

    0.59x     39 %   61 %

Balance Sheet Data (as of 6/30/14)

   
 
   
 
   
 
 

Book Value

    2.50x     73 %   27 %

Property Plant and Equipment (net)

    2.69x     75 %   25 %

Total Assets

    2.13x     70 %   30 %

Cumulative Capital Expenditures (calendar year ended 2010—6/30/14)

    1.82x     67 %   33 %

Asset Data (10/8/14)

   
 
   
 
   
 
 

Channel Count(2)

    1.29x     59 %   41 %

Wireless Count(2)

    1.34x     60 %   40 %

Potential Crew Capacity

    1.34x     52 %   48 %

Energy Sources

    2.08x     70 %   30 %
               

Transaction

    1.76x     66 %   34 %
               

Consideration

                   

Note: Calendar year end of 12/31 for both TGC and Dawson. LTM period as of 6/30/14.

(1)
:  Additional years were excluded as either Dawson and/or TGC operated or are projected to operate at a loss for the last twelve months ended 6/30/14, 2014E and 2015E periods.

(2)
:  Includes leased channels but excludes 10,000 channels rented by Dawson.

        Based on Stephens' professional judgment, Stephens calculated exchange ratios based on the pro forma contributions of Dawson and TGC to the combined entity, in relation to the market data, earnings data, balance sheet data and asset data listed above. Stephens then compared the 1.76x exchange ratio provided in the merger agreement to the exchange ratios calculated in the contribution analysis.

        Additional Considerations.    Stephens' opinion was one of many factors taken into consideration by TGC's board of directors in making its determination to approve the merger and should not be considered determinative of the views of TGC's board of directors or management with respect to the merger or the exchange ratio. Stephens was selected by TGC's board of directors based on Stephens'

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qualifications, expertise and reputation. Stephens is a nationally recognized investment banking and advisory firm. Stephens, as part of its investment banking business, is regularly engaged in the valuation of businesses and securities in connection with mergers and acquisitions, negotiated underwritings, competitive biddings, secondary distributions of listed and unlisted securities, private placements, financial restructurings and other financial services. In the ordinary course of business, Stephens may, for its own account and the accounts of its customers, actively trade the securities of TGC or Dawson and, accordingly, may hold a long or short position in such securities. During the last two years, Stephens has not provided investment banking or any other services to TGC or Dawson for which it received compensation.

        Stephens acted as financial advisor to the board of directors of TGC in connection with the business combination, and TGC agreed to pay Stephens fees of up to $1,000,000, including reimbursements to Stephens for its reasonable out-of-pocket expenses, for its services. A portion of the fee was paid at the commencement of its engagement, additional sums were paid both upon delivery of the opinion and upon filing of the necessary shareholder approval documents. A portion of the fee is contingent on consummation of the business combination. In addition, TGC has agreed to indemnify Stephens for certain liabilities that may arise out of the engagement.


Stock Ownership of Directors and Executive Officers of Dawson and TGC

Dawson

        At the close of business on December 29, 2014, the record date for the Dawson special meeting, directors and executive officers of Dawson beneficially owned and were entitled to vote 193,211 shares of Dawson common stock, collectively representing approximately 2.39% of the shares of Dawson common stock outstanding on that date. Pursuant to and subject to the terms of the Dawson shareholder voting agreement, certain of those executive officers and directors, who collectively owned approximately 2.39% of the shares of Dawson common stock outstanding on such date, have agreed, among other things, to vote their shares of Dawson common stock in favor of approval of the merger proposal at the Dawson special meeting. For additional information on the Dawson shareholder voting agreement, see "The Dawson Shareholder Voting Agreement" beginning on page 155.

        Further information about ownership of Dawson common stock by directors and executive officers of Dawson may be found in Dawson's definitive proxy statement for its 2014 annual meeting of shareholders, which was filed with the SEC on December 18, 2013, and which is incorporated by reference in this joint proxy statement/prospectus. See "Where You Can Find More Information" beginning on page 225.

TGC

        At the close of business on December 29, 2014, the record date for the TGC special meeting, directors and executive officers of TGC beneficially owned and were entitled to vote 6,070,423 shares of TGC common stock, collectively representing approximately 27.60% of the shares of TGC common stock outstanding on that date. Pursuant to and subject to the terms of the TGC shareholder voting agreements, those executive officers and directors and certain of their affiliates have agreed, among other things, to vote their shares of TGC common stock in favor of the share issuance proposal, the reverse stock split proposal, the TGC name change proposal and the TGC adjournment proposal. For additional information on the TGC shareholder voting agreements, see "The TGC Shareholder Voting Agreements" beginning on page 153.

        For additional information about ownership of TGC common stock by directors and executive officers of TGC, see "Information About TGC—Security Ownership of Certain Beneficial Owners and Management" beginning on page 195.

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Merger Consideration

        If you are a Dawson shareholder, each share of Dawson common stock that you hold immediately prior to the merger will be converted into the right to receive 1.760 shares of TGC common stock, after giving effect to the proposed reverse stock split, upon completion of the merger of Merger Sub with and into Dawson.

        TGC will not issue any fractional shares of its common stock in connection with the proposed merger. For each fractional share that would otherwise be issued to Dawson shareholders, TGC will pay cash (without interest) in an amount equal to the product of the fractional share and the closing price for shares of TGC common stock on NASDAQ and published in The Wall Street Journal on the business day immediately prior to the closing date of the merger.

The number of shares of TGC common stock to be issued in the merger for each share of Dawson common stock is fixed.

        The number of shares of TGC common stock to be issued in the merger for each share of Dawson common stock is fixed (except in the event of any stock split, reverse stock split, stock dividend, combination, reclassification, recapitalization or other similar transaction or event with respect to Dawson common stock or TGC common stock (other than the 1-for-3 TGC reverse stock split occurring immediately prior to the merger)) and will not be adjusted for changes in the market price of either Dawson common stock or TGC common stock. Accordingly, any change in the price of TGC common stock prior to the merger will affect the market value of the merger consideration that Dawson shareholders will receive as a result of the merger.

        You should obtain current stock price quotations for Dawson common stock and TGC common stock. Dawson common stock and TGC common stock are currently listed on NASDAQ under the symbols "DWSN" and "TGE," respectively. The following table shows the closing prices for Dawson common stock and TGC common stock and the implied per share value in the merger to Dawson shareholders for October 8, 2014, the last full trading day prior to the public announcement of the merger and on December 29, 2014, the last practicable full trading day prior to the date of this joint proxy statement/prospectus:

 
  TGC Common
Stock Price
  Dawson
Common
Stock Price
  Implied Value
of One Share
of Dawson
Common
Stock
   
 

October 8, 2014

  $ 3.34   $ 17.57   $ 17.64        

December 29, 2014

  $ 2.26   $ 12.11   $ 11.93        

        As of December 29, 2014, there were 8,077,580 shares of Dawson common stock, outstanding stock options to acquire up to 91,150 shares of Dawson common stock, 75,575 Dawson restricted stock units, 21,997,007 shares of TGC common stock and outstanding stock options to acquire up to 839,267 shares of TGC common stock outstanding. Based on such number of shares and options outstanding, and after giving effect to the proposed 1-for-3 reverse stock split with respect to TGC common stock immediately prior to the merger, there would be an aggregate of approximately 21.6 million shares of TGC common stock outstanding after completion of the merger, of which approximately 66% of those outstanding shares would be held by current Dawson shareholders and the remaining approximate 34% would be held by current TGC shareholders.

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Accounting Treatment

        Although TGC is the legal acquirer and will issue shares of its common stock to effect the merger with Dawson, if the business combination is completed, it will be accounted for as an acquisition of TGC by Dawson using the "acquisition" method of accounting. TGC will record net tangible and identifiable intangible assets acquired and liabilities assumed from Dawson at their respective fair values at the date of the completion of the merger. Any excess of the purchase price, which will equal the market value of the aggregate amount of TGC common stock issued pursuant to the merger agreement on the date of the completion of the merger, plus any cash paid in lieu of fractional shares, over the net fair value of such assets and liabilities will be recorded as goodwill.

        The financial condition and results of operations of TGC after completion of the merger will reflect Dawson's balances and results after completion of the merger but will not be restated retroactively to reflect the historical financial condition or results of operations of Dawson. The earnings of TGC following the completion of the merger will reflect acquisition accounting adjustments, including the effect of changes in the carrying value for assets and liabilities on depreciation and amortization expense. Intangible assets with indefinite useful lives and goodwill will not be amortized but will be tested for impairment at least annually, and all assets including goodwill will be tested for impairment when certain indicators are present. If in the future, TGC determines that tangible or intangible assets (including goodwill) are impaired, TGC would record an impairment charge at that time.


Listing of TGC Common Stock and Delisting and Deregistration of Dawson Common Stock

        It is a condition to the merger that the shares of common stock to be issued by TGC pursuant to the merger agreement be authorized for listing on NASDAQ, subject to official notice of issuance. The shares of common stock to be issued by TGC pursuant to the merger agreement will be fully interchangeable with the TGC common stock currently trading under the symbol "TGE" on NASDAQ after giving effect to the 1-for-3 reverse stock split. Immediately prior to the merger, TGC will change its name to "Dawson Geophysical Company" and seek to change the trading symbol for TGC common stock to "DWSN" on NASDAQ.

        Shares of Dawson common stock are currently traded on NASDAQ under the symbol "DWSN." If the merger is completed, Dawson common stock will no longer be listed on NASDAQ and will be deregistered under the Exchange Act and Dawson will no longer file periodic reports with the SEC.


Restrictions on Sales of Shares of TGC Common Stock Received in the Merger

        The shares of TGC common stock to be issued in connection with the proposed merger will be registered under the Securities Act of 1933, or Securities Act, and will be freely transferable, except for shares of TGC common stock issued to any person who is deemed to be an "affiliate" of TGC after the effective time of the merger. Dawson shareholders who become affiliates of TGC as a result of the merger, if any, may not sell any of the shares of TGC common stock received by them in connection with the proposed merger except pursuant to an effective registration statement under the Securities Act covering the resale of those shares or any applicable exemption under Rule 144 or otherwise under the Securities Act.


Opinions as to Material U.S. Federal Income Tax Consequences of the Merger

        It is a condition to the closing of the merger that Haynes and Boone and Baker Botts deliver opinions, dated as of the date of closing, to TGC and Dawson, respectively, to the effect that the merger will qualify as a "reorganization" within the meaning of Section 368(a) of the Code.

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        Each opinion will be based on certain factual representations, assumptions and certifications contained in certificates signed by duly authorized officers of Dawson, Merger Sub and TGC to be delivered at closing. An opinion of counsel represents counsel's best legal judgment and is not binding on the IRS and there can be no assurance that following the merger the IRS will not challenge the legal conclusions expressed in the opinions. Please review carefully the information under the caption "Material U.S. Federal Income Tax Consequences of the Merger," beginning on page 197, for a description of the material U.S. federal income tax consequences of the merger.


Ownership of TGC Following the Merger

        We anticipate that upon completion of the transaction (including the 1-for-3 reverse stock split), TGC will have approximately 21.6 million shares of common stock outstanding, with current Dawson shareholders owning approximately 66% of the combined company and current TGC shareholders owning approximately 34%.


Board of Directors and Management of TGC Following the Merger

        Under the merger agreement, TGC has agreed to take all necessary actions to cause, as of the effective time of the merger, the TGC board of directors to include Messrs. Jumper, Cooper, Hoover, North and Vander Ploeg, each of whom is currently a director of Dawson, and Dr. McInnes and Messrs. Whitener and Barrett, each of whom is currently a director of TGC. Subject to its board of directors satisfying its fiduciary duties, TGC has further agreed under the merger agreement to continue to nominate for election to its board of directors (1) each of Messrs. Jumper and Whitener so long as he is an officer of TGC or Dawson, (2) Mr. Barrett until the one year anniversary of the closing of the merger and (3) each director listed above other than Mr. Barrett until the three year anniversary of the closing of the merger.

        The other current directors of TGC will resign as directors of TGC upon the effectiveness of the merger. In order to accommodate the additional directors, at the effective time of the merger, the TGC board of directors will increase in size to 8 directors.

        The officers of TGC after the merger is complete will be the combined current officers of Dawson and TGC as follows: Stephen C. Jumper, Dawson's Chairman, President and Chief Executive Officer, will become the Chairman, President and Chief Executive Officer of TGC following the merger; Wayne A. Whitener, TGC's current President and Chief Executive Officer, will become the Vice Chairman of TGC following the merger; C. Ray Tobias, Dawson's current Executive Vice President and Chief Operating Officer, will serve in the same capacity for TGC following the merger; James K. Brata, TGC's current Executive Vice President and Chief Financial Officer, will serve in the same capacity for TGC following the merger; Christina W. Hagan, Dawson's current Executive Vice President, Chief Financial Officer and Secretary, will become the Executive Vice President, Chief Accounting Officer and Secretary of TGC following the merger; James W. Thomas, Dawson's current Executive Vice President and Chief Technology Officer, will serve in the same capacity for TGC following the merger, and Daniel G. Winn, TGC's current Executive Vice President, will become Senior Vice President of TGC following the merger.


Conflicts of Interests

        When considering the recommendation of Dawson's board of directors that Dawson shareholders vote in favor of the merger proposal and the Dawson name change proposal, and when considering the recommendation of TGC's board of directors that TGC shareholders vote in favor of the reverse stock split proposal, the TGC name change proposal and the share issuance proposal, Dawson and TGC shareholders should be aware that directors and executive officers of Dawson and TGC have interests in the merger that are different from, or in addition to, the interests of a shareholder of Dawson or

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TGC. Dawson's and TGC's board of directors was aware of these interests and considered them, among other things, in evaluating and negotiating the merger agreement and the merger and in making its recommendation that Dawson shareholders vote in favor of approval of the merger proposal and the Dawson name change proposal and that TGC shareholders vote in favor of the reverse stock split proposal, the TGC name change proposal and the share issuance proposal, respectively. These interests are summarized below.

Treatment of Equity Awards

        Dawson Stock Options.    As described in "The Merger Agreement—Effect of the Merger on Dawson's Equity Awards—Dawson Stock Options," immediately prior to the effective time of the merger, all unvested Dawson stock options, if any, outstanding at such time will vest and become exercisable. All vested Dawson stock options will be assumed by TGC and converted into stock options to purchase shares of TGC common stock on the same terms and conditions as are applicable to the stock options to purchase shares of Dawson common stock, except that the number of shares of TGC common stock subject to such converted stock options and the exercise price per share of such converted stock options will be adjusted by the exchange ratio.

        The following table sets forth information concerning options relating to Dawson common stock held by Dawson's executive officers and directors as of December 29, 2014:

 
  Stock Options  
Name
  Number of Shares
Underlying
Unexercised Options
  Exercise Price ($)  

Stephen C. Jumper

    15,000     18.91  

C. Ray Tobias

    10,000     18.91  

Christina W. Hagan

    10,000     18.91  

James W. Thomas

    5,000     18.91  

K. S. Forsdick

    5,000     18.91  

        Dawson Restricted Stock and Restricted Stock Units.    As described in "The Merger Agreement—Effect of the Merger on Dawson's Equity Awards—Dawson Restricted Stock and Restricted Stock Units," immediately prior to the effective time of the merger, the following will happen:

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        The following table sets forth information concerning restricted stock and restricted stock units held by Dawson's executive officers and directors as of December 29, 2014:

Name
  Restricted
Stock
  Restricted
Stock Units
 

Stephen C. Jumper

    15,000     21,246  

C. Ray Tobias

    10,000     10,863  

Christina W. Hagan

    7,500     8,622  

James W. Thomas

    9,000     7,932  

K. S. Forsdick

    5,000     2,586  

        TGC Stock Options.    As described in the "The Merger Agreement—Effect of the Merger on TGC's Equity Awards—TGC Stock Options," immediately prior to the effective time of the merger, all TGC stock options outstanding at such time will vest and become exercisable for shares of TGC common stock with the number of shares of TGC common stock subject to such stock options and the exercise price per share of such stock options being adjusted for the 1-for-3 reverse stock split.

        The following table sets forth information concerning options relating to TGC common stock held by TGC's executive officers and directors as of December 29, 2014:

 
  Stock Options  
Name
  Number of Shares
Underlying
Unexercised Options
  Exercise Price ($)  

Wayne A. Whitener

    50,000     3.93  

William J. Barrett

    18,562     5.73  

William J. Barrett

    19,687     5.60  

William J. Barrett

    19,797     7.18  

William J. Barrett

    37,500     3.93  

Herbert M. Gardner

    18,562     5.73  

Herbert M. Gardner

    19,687     5.60  

Herbert M. Gardner

    19,797     7.18  

Herbert M. Gardner

    37,500     3.93  

Allen T. McInnes, Ph.D. 

    18,562     5.73  

Allen T. McInnes, Ph.D. 

    19,687     5.60  

Allen T. McInnes, Ph.D. 

    19,797     7.18  

Allen T. McInnes, Ph.D. 

    37,500     3.93  

Edward L. Flynn

    18,562     5.73  

Edward L. Flynn

    19,687     5.60  

Edward L. Flynn

    19,797     7.18  

Edward L. Flynn

    37,500     3.93  

Stephanie P. Hurtt

    18,562     5.73  

Stephanie P. Hurtt

    19,687     5.60  

Stephanie P. Hurtt

    19,797     7.18  

Stephanie P. Hurtt

    37,500     3.93  

James K. Brata

    50,000     3.93  

Daniel G. Winn

    50,000     3.93  

        Additionally, on October 8, 2014, TGC entered into amendments to the nonqualified stock option agreements issued to each of Messrs. Barrett, Flynn, Gardner, Hurtt and Dr. McInnes on July 31, 2014. The amendments extend the exercise period of such option award following such individual's termination of service on the TGC board of directors. Pursuant to the amendments, vested option shares will terminate at the earliest of (a) the date the original option period terminates, (b) thirty-six

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(36) months following the individual's termination of service on the TGC board of directors and (c) the date the option is forfeited pursuant to the terms of the stock option agreement.

        TGC Restricted Stock.    As described in the "The Merger Agreement—Effect of the Merger on TGC's Equity Awards—TGC Restricted Stock," immediately prior to the effective time of the merger TGC restricted stock outstanding at such time will be fully vested and will participate in the 1-for-3 reverse stock split.

        The following table sets forth information concerning restricted stock held by TGC's executive officers and directors as of December 29, 2014:

Name
  Restricted Stock  

Wayne A. Whitener

    2,625  

James K. Brata

    4,593  

Daniel G. Winn

    4,593  

Future Employment by TGC

        Pursuant to the terms of the merger agreement, TGC entered into employment agreements, effective as of the effective time of the merger, substantially in the form attached as Annex F to this joint proxy statement/prospectus, with the following key employees: Stephen C. Jumper, Dawson's Chairman, President and Chief Executive Officer, to become the Chairman, President and Chief Executive Officer of TGC following the merger; Wayne A. Whitener, TGC's current President and Chief Executive Officer, to become the Vice Chairman of TGC following the merger; C. Ray Tobias, Dawson's current Executive Vice President and Chief Operating Officer, to serve in the same capacity for TGC following the merger; James K. Brata, TGC's current Executive Vice President and Chief Financial Officer, to serve in the same capacity for TGC following the merger; Christina W. Hagan, Dawson's current Executive Vice President, Chief Financial Officer and Secretary, to become the Executive Vice President, Chief Accounting Officer and Secretary of TGC following the merger; James W. Thomas, Dawson's current Executive Vice President and Chief Technology Officer, to serve in the same capacity for TGC following the merger; and Daniel G. Winn, TGC's current Executive Vice President, to become Senior Vice President of TGC following the merger. These employment agreements are each for three-year terms. These employment agreements were entered into on October 8, 2014 in connection with the execution of the merger agreement, but will only be effective upon the effective time of the merger.

        Each employment agreement establishes each key employee's annual base salary and provides that such base salary may be reviewed annually by TGC following the merger and may be adjusted in the sole discretion of the board of directors of TGC. The annual base salary of each of Messrs. Jumper, Whitener, Tobias, Brata, Thomas and Winn pursuant to their respective employment agreement will be $462,000, $350,000, $315,000, $250,000, $230,000 and $235,000, respectively, and the annual salary for Ms. Hagan will be $250,000, which is the same as their current annual salaries with TGC or Dawson (as applicable). The employment agreements also reflect each such executive's post-merger duties and title.

        For additional information on the terms of the employment agreements, see "The Employment Agreements" beginning on page 157.

Indemnification and Insurance

        As described in "The Merger Agreement—Covenants and Agreements—Indemnification and Insurance," under the merger agreement, TGC has agreed, for a period of six years after the effective time of the merger, to leave in place and not to modify those provisions granting rights to indemnification and exculpation from liabilities for acts or omissions occurring at or prior to the

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effective time of the merger and related rights to the advancement of expenses in favor of any current or former director, officer, agent or employee of Dawson contained in the organizational documents of Dawson and its subsidiaries and certain related indemnification agreements.

        Also under the merger agreement, prior to the effective time of the merger, Dawson will purchase "tail" insurance coverage covering the six-years after the effective time of the merger and providing coverage not materially less favorable than the coverage afforded by the current directors and officers liability insurance policies maintained by Dawson.

        In addition, pursuant to the terms of the merger agreement, TGC will, as of the effective time of the merger, enter into restated indemnification agreements with each of the eight members of the board of directors of TGC following the merger and each of the named executive officers party to an employment agreement with TGC. The form of such indemnification agreements is attached as Annex I to, and incorporated by reference into, this joint proxy statement/prospectus.

        Such indemnification agreements provide that TGC will indemnify and advance certain expenses to each of the indemnitees to the fullest extent permitted by Texas and other applicable law in effect as of the date of execution of a particular indemnification agreement and to such greater extent as Texas and other applicable law may thereafter from time to time permit. Pursuant to the terms of the indemnification agreement, TGC will (1) indemnify each of the indemnitees against certain expenses, judgments, penalties, fines and amounts paid in settlement, attorneys' fees and other costs incurred by or on behalf of such director or officer in connection with a proceeding and (2) advance, in accordance with the provisions of the indemnification agreement, such indemnifiable expenses.

        The indemnification agreements also provide that the rights of the indemnitees under the indemnification agreement are in addition to any other rights they may have under applicable law, TGC's amended and restated certificate of formation or amended and restated bylaws, as amended, or otherwise. The indemnification agreements also set forth the procedures for determining entitlement to indemnification, the requirements relating to notice and defense of claims for which indemnification is sought, the procedures for enforcement of indemnification rights, and the limitations on and exclusions from indemnification.

        The indemnification rights described above will be in addition to any other rights available under the organizational documents of Dawson or its subsidiaries, TGC or its subsidiaries, any other indemnification agreement or arrangement, Texas law or otherwise.

Golden Parachute Compensation

        The SEC rules resulting from the Dodd-Frank Act require the disclosure of any payments, whether present, deferred or contingent, to be made by either TGC or Dawson in connection with the merger to any named executive officers of TGC or Dawson. The required disclosure includes, but is more expansive than, the compensation that may be paid or become payable to Dawson's named executive officers upon consummation of the merger that is the subject of the advisory resolution proposal that Dawson shareholders are being asked to approve and that is disclosed under the heading "Dawson Proposal 3—The Advisory Resolution Proposal" beginning on page 67.

        In accordance with the SEC rules resulting from the Dodd-Frank Act, the following is a description of compensation that may be paid in connection with the merger by Dawson or TGC to the named executive officers of TGC or Dawson:

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        The following table presents information concerning the maximum payments that could be received by the named executive officers of TGC and Dawson in connection with the merger. In addition, the compensation set forth in the table below also includes the compensation to be paid to Dawson's named executive officers upon consummation of the merger that is the subject of the advisory resolution proposal that Dawson shareholders are being asked to approve, as well as all other compensation required to be disclosed pursuant to Item 402(t) of Regulation S-K.


GOLDEN PARACHUTE COMPENSATION TABLE

Name
  Cash(1)   Equity   Pension/
NQDC
  Perquisites/
Benefits
  Tax
Reimbursement
  Other   Total  
 
  ($)
  ($)
  ($)
  ($)
  ($)
  ($)
  ($)
 

Stephen C. Jumper

        370,959 (2)                   370,959  

Wayne A. Whitener

        9,240 (3)                   9,240  

C. Ray Tobias

        231,265 (4)                   231,265  

James K. Brata

        16,167 (5)                   16,167  

Christina W. Hagan

        175,751 (6)                   175,751  

James W. Thomas

        199,170 (7)                   199,170  

Daniel G. Winn

        16,167 (8)                   16,167  

Footnotes:

(1)
While each of the executives named in this table are parties to employment agreements that would provide severance upon termination following a change in control transaction (such as the merger), such executives have waived their rights to such severance in connection with the merger pursuant to the employment agreements that such executives entered into on October 8, 2014, that will become effective upon the effective time of the merger.

(2)
Based on the accelerated vesting of shares of restricted stock and restricted stock unit awards resulting in an aggregate of 20,782 shares of Dawson common stock and using the assumed stock price of $17.85 based on the average of the closing price for the first five trading days after the announcement of the merger agreement as required pursuant to Item 402 of Regulation S-K.

(3)
Based on the accelerated vesting of shares of restricted stock resulting in an aggregate of 2,625 shares of TGC common stock and using the assumed stock price of $3.52 based on the

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    average of the closing price for the first five trading days after the announcement of the merger agreement as required pursuant to Item 402 of Regulation S-K.

(4)
Based on the accelerated vesting of shares of restricted stock and restricted stock unit awards resulting in an aggregate of 12,956 shares of Dawson common stock and using the assumed stock price of $17.85 based on the average of the closing price for the first five trading days after the announcement of the merger agreement as required pursuant to Item 402 of Regulation S-K.

(5)
Based on the accelerated vesting of shares of restricted stock resulting in an aggregate of 4,593 shares of TGC common stock and using the assumed stock price of $3.52 based on the average of the closing price for the first five trading days after the announcement of the merger agreement as required pursuant to Item 402 of Regulation S-K.

(6)
Based on the accelerated vesting of shares of restricted stock and restricted stock unit awards resulting in an aggregate of 11,158 shares of Dawson common stock and using the assumed stock price of $17.85 based on the average of the closing price for the first five trading days after the announcement of the merger agreement as required pursuant to Item 402 of Regulation S-K.

(7)
Based on the accelerated vesting of shares of restricted stock and restricted stock unit awards resulting in an aggregate of 9,846 shares of Dawson common stock and using the assumed stock price of $17.85 based on the average of the closing price for the first five trading days after the announcement of the merger agreement as required pursuant to Item 402 of Regulation S-K.

(8)
Based on the accelerated vesting of shares of restricted stock resulting in an aggregate of 4,593 shares of TGC common stock and using the assumed stock price of $3.52 based on the average of the closing price for the first five trading days after the announcement of the merger agreement as required pursuant to Item 402 of Regulation S-K.

Other Benefit Arrangements

        TGC executive officers and current Dawson executive officers who remain employed by TGC following the merger will be credited for service with TGC or Dawson, respectively, for purposes of (1) eligibility for vacation, (2) eligibility and participation under health or welfare plans maintained by TGC (other than any post-employment health or post-employment welfare plan), (3) eligibility, contribution and vesting under any "defined contribution plan" maintained by TGC, but not for purposes of any other employee benefit plan of TGC and (4) though not a requirement under the merger agreement, allocations and distributions under any TGC profit sharing plan.

        On October 1, 2014, the TGC board of directors approved a one-time cash bonus payment to each director in the amount of $37,500. For additional information regarding the bonus payment, see "The Merger—Background of the Merger" beginning on page 84.


Appraisal Rights

        Neither Dawson nor TGC shareholders are entitled to any appraisal or dissenters' rights under Texas law.


Regulatory Requirements

        The completion of the merger is subject to compliance with the HSR Act. The notifications required under the HSR Act to the FTC and the Antitrust Division were filed on October 15, 2014. On November 14, 2014, Dawson and TGC received notice that early termination of the waiting period under the HSR Act had been granted. Accordingly, the condition to the proposed merger relating to the expiration or termination of the HSR Act waiting period has been satisfied.

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Demand Letter

        On December 22, 2014, Dawson received a letter dated December 18, 2014 from legal counsel for a purported shareholder of Dawson demanding that the board of directors of Dawson take appropriate legal action against the following persons in connection with the proposed merger: Stephen C. Jumper, Tim C. Thompson, Gary M. Hoover, Mark A. Vander Ploeg, Ted R. North and Craig W. Cooper, all of whom are members of the current board of directors of Dawson. The letter alleges conflicts of interest on the part of certain officers and directors of Dawson in connection with the merger, Dawson disclosure deficiencies with respect to the proposed merger and the negotiations leading to the merger agreement and breaches of fiduciary duties by such persons in connection with such matters. The letter also demands that Dawson make various corrective disclosures concerning the proposed merger. Pursuant to Section 21.554 of the the TBOC, the Dawson board of directors intends to form a special committee consisting of certain of Dawson's outside directors, which committee will be authorized to retain independent legal counsel, in order to investigate the claims made in such letter and to make a recommendation concerning the same to the full Dawson board of directors.


Dividend Policy

        TGC paid its first cash dividend of $0.15 per common share to shareholders of record at the close of business on December 17, 2012. TGC did not pay a cash dividend in 2013. On May 14, 2013 and on May 14, 2012 TGC paid 5% stock dividends to shareholders of record at the close of business on April 30, 2013 and April 30, 2012, respectively. TGC has not declared or paid cash or stock dividends in 2014. Payment of any dividends in the future is in the discretion of TGC's board of directors and will depend on TGC's financial condition, results of operations, capital and legal requirements, and other factors deemed relevant by TGC's board of directors. Earnings, if any, are expected to be retained to fund TGC's future operations. For additional information on TGC's dividend policy, see "Information About TGC—Market Price of and Dividends on TGC's Common Equity and Related Stockholder Matters" beginning on page 129.

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THE MERGER AGREEMENT

        The following summary describes the material provisions of the merger agreement. The provisions of the merger agreement are complicated and not easily summarized. This summary may not contain all of the information about the merger agreement that is important to you. This summary is qualified in its entirety by reference to the merger agreement attached as Annex A to, and incorporated by reference into, this joint proxy statement/prospectus. We encourage you to read the merger agreement carefully in its entirety for a more complete understanding of the merger agreement.

        The merger agreement has been included to provide you with information regarding its terms and the transactions described in this joint proxy statement/prospectus. Neither Dawson nor TGC intends that the merger agreement will be a source of business or operational information about Dawson or TGC. The merger agreement contains representations and warranties that Dawson and TGC have made to each other. Those representations and warranties are qualified in several important respects, which you should consider as you read them in the merger agreement. In particular, in your review of the representations and warranties, it is important to bear in mind that the representations and warranties were made solely for the benefit of the parties to the merger agreement and were negotiated for the purpose of allocating contractual risk among the parties rather than to establish matters as facts. The representations and warranties may also be subject to a contractual standard of materiality or material adverse effect different from those generally applicable to shareholders and reports and documents filed with the SEC and in some cases may be qualified by disclosures made by one party to the other, which are not necessarily reflected in the merger agreement. Moreover, information concerning the subject matter of the representations and warranties, which do not purport to be accurate as of the date of this joint proxy statement/prospectus, may have changed since the date of the merger agreement, and subsequent developments or new information qualifying a representation or warranty may have been included in or incorporated by reference into this joint proxy statement/prospectus. Dawson and TGC will provide additional disclosure in their public reports of any material information necessary to provide their respective shareholders with a materially complete understanding of the disclosures relating to the merger agreement.

        For the foregoing reasons, the representations and warranties should not be read alone or relied upon as characterizations of the actual state of facts or condition of Dawson, Merger Sub, TGC or any of their respective subsidiaries or affiliates. Instead, such provisions or descriptions should be read only in conjunction with the other information provided elsewhere in, or incorporated by reference into, this joint proxy statement/prospectus. See "Where You Can Find More Information" beginning on page 225.


Merger

        Upon the terms and subject to the conditions of the merger agreement, and in accordance with Texas law, at the effective time of the merger, Merger Sub will merge with and into Dawson. The separate corporate existence of Merger Sub will cease and Dawson will continue as the surviving corporation of the merger and a wholly owned subsidiary of TGC. Upon effectiveness of the merger, each Dawson shareholder will have the right to receive the merger consideration as described below under "—Merger Consideration."


Effective Time; Closing

        The closing of the merger will occur no later than the third business day following the date on which all of the conditions to the merger, other than conditions that, by their terms, cannot be satisfied until the closing date (but subject to satisfaction or waiver of such conditions) have been satisfied or waived. See "—Conditions to Completion of the Merger" beginning on page 146.

        Dawson and TGC expect to complete the merger by March 31, 2015. However, they cannot assure you that such timing will occur or that the merger will be completed as expected.

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        On the closing date of the merger, Merger Sub and Dawson will file a certificate of merger with the Secretary of State of the State of Texas. The effective time of the merger will be the time Merger Sub and Dawson file the certificate of merger or at a later time upon which Merger Sub and Dawson may agree and specify in the certificate of merger.


Governance Matters

        Under the merger agreement, TGC has agreed to take all necessary actions to cause, as of the effective time of the merger, the TGC board of directors to include Messrs. Jumper, Cooper, Hoover, North and Vander Ploeg, each of whom is currently a director of Dawson, and Dr. McInnes and Messrs. Whitener and Barrett, each of whom is currently a director of TGC. Subject to its board of directors satisfying its fiduciary duties, TGC has further agreed under the merger agreement to continue to nominate for election to its board of directors (1) each of Messrs. Jumper and Whitener so long as he is an officer of TGC or Dawson, (2) Mr. Barrett until the one year anniversary of the closing of the merger and (3) each director listed above other than Mr. Barrett until the three year anniversary of the closing of the merger.


Merger Consideration

        The merger agreement provides that at the effective time of the merger, subject to the other provisions of the merger agreement, each share of Dawson common stock issued and outstanding immediately prior to the effective time of the merger (including Dawson restricted stock, but excluding shares owned by Dawson, TGC or any of their respective subsidiaries, all of which will be canceled without payment of any consideration) will be converted automatically to the right to receive a number of validly issued, fully paid and nonassessable shares of TGC common stock equal to the exchange ratio. The exchange ratio will be 1.760, which is adjusted for completion of the reverse stock split with respect to TGC common stock on a 1-for-3 ratio immediately prior to the merger.

        We refer to the number of shares of TGC common stock to be received for each share of Dawson common stock, together with any cash received in lieu of fractional shares as discussed below, as the "merger consideration."

        Based on the number of shares of Dawson common stock outstanding (including shares of restricted stock) as of December 29, 2014, at the effective time of the merger and after giving effect to the 1-for-3 reverse stock split of TGC, TGC will issue, in the aggregate, approximately 14.3 million shares of TGC common stock to Dawson shareholders.

        The closing price of Dawson common stock on NASDAQ on October 8, 2014, the last full trading day prior to the public announcement of the merger, was $17.57. The closing price of Dawson common stock on NASDAQ on December 29, 2014, the last practicable full trading day prior to the date of this joint proxy statement/prospectus, was $12.11.

        The closing price of TGC common stock on NASDAQ on October 8, 2014, the last full trading day prior to the public announcement of the merger, was $3.34. The closing price of TGC common stock on NASDAQ on December 29, 2014, the last practicable full trading day prior to the date of this joint proxy statement/prospectus, was $2.26.

Fractional Shares

        No fractional shares of TGC common stock will be issued in connection with the proposed merger. Instead, each Dawson shareholder otherwise entitled to a fraction of a share of TGC common stock (after aggregating all fractional shares of TGC common stock issuable to that shareholder) will be entitled to receive an amount in cash (rounded to the nearest whole cent), without interest, determined by multiplying such fraction by the closing price for a share of TGC common stock as reported on

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NASDAQ and published in The Wall Street Journal on the business day immediately preceding the closing date.

Adjustment of the Merger Consideration

        The merger consideration will be adjusted appropriately to reflect the effect of any stock dividend, subdivision, recapitalization, split, reverse split (other than the 1-for-3 reverse split that TGC will undertake immediately prior to the merger), combination or exchange of shares or similar event with respect to Dawson common stock or TGC common stock occurring after the date of the merger agreement but before the effective time of the merger.


Effect of the Merger on Dawson's Equity Awards

        Dawson Stock Options.    Immediately prior to the effective time of the merger, unvested Dawson stock options, if any, outstanding at such time will vest and become exercisable. Such vested Dawson stock options will be assumed by TGC and converted into stock options to purchase shares of TGC common stock on the same terms and conditions as are applicable to the stock options to purchase shares of Dawson common stock, except that the number of shares of TGC common stock subject to such converted stock options and the exercise price per share of such converted stock options will be adjusted by the exchange ratio.

        Dawson Restricted Stock and Restricted Stock Units.    Immediately prior to the effective time of the merger, the following will happen:


Effect of the Merger on TGC's Equity Awards

        TGC Stock Options.    Immediately prior to the effective time of the merger, all TGC stock options outstanding at such time will vest and become exercisable for shares of TGC common stock with the number of shares of TGC common stock subject to such stock options and the exercise price per share of such stock options being adjusted for the 1-for-3 reverse stock split.

        TGC Restricted Stock.    Immediately prior to the effective time of the merger, all TGC restricted stock outstanding at such time will be fully vested and will participate in the 1-for-3 reverse stock split.

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Payment of Merger Consideration

Exchange Fund

        As of the effective time of the merger, TGC will appoint a commercial bank or trust company reasonably satisfactory to Dawson to act as exchange agent to handle the exchange of shares of Dawson common stock and payment of cash for fractional shares and unpaid dividends. At or prior to the effective time of the merger, TGC will deposit with the exchange agent certificates representing, or providing to the exchange agent an uncertificated book-entry for, shares of TGC common stock issuable in the merger, and TGC also will deposit with the exchange agent immediately available funds sufficient to pay the cash in lieu of fractional shares and in respect of any dividends or distributions on TGC common stock with a record date after the effective time of the merger.

Exchange Procedures

        Promptly after the effective time of the merger, TGC will cause the exchange agent to mail to each holder of record of a Dawson stock certificate or book-entry share whose shares of Dawson common stock were converted into the right to receive the merger consideration, a letter of transmittal and instructions explaining how to surrender Dawson stock certificates or book-entry shares in exchange for the merger consideration.

        After the effective time of the merger, and upon surrender of a Dawson stock certificate or book-entry share to the exchange agent, together with a letter of transmittal, duly executed, and other documents as may reasonably be required by the exchange agent, a holder of Dawson stock certificates or book-entry shares will be entitled to receive the merger consideration in the form of (1) one or more shares of TGC common stock which will be in uncertificated book-entry form (unless a physical certificate is requested in accordance with the merger agreement) representing, in the aggregate, that number of whole shares of TGC common stock that such holder has the right to receive pursuant to the merger agreement and (2) a check representing cash in lieu of fractional shares, if any, and unpaid dividends and distributions, if any, which such holder has the right to receive pursuant to the merger agreement, after giving effect to any required withholding taxes, and Dawson stock certificates or book entries evidencing book-entry shares so surrendered will be cancelled. No interest will be paid or will accrue on the cash in lieu of fractional shares or unpaid dividends and distributions, if any, payable under the merger agreement to holders of Dawson common stock.

        If payment is to be made to a person other than the person in whose name a stock certificate or book-entry share surrendered is registered, the stock certificate or book-entry share so surrendered must be properly endorsed or otherwise in proper form for transfer and the person requesting such payment must pay any transfer or other taxes required by the reason of the payment to a person other than the registered holder of the stock certificate or book-entry share so surrendered, unless the person requesting such payment can establish to the satisfaction of TGC that such tax has been paid or is not applicable.

        At the effective time of the merger, each certificate representing shares (or uncertificated shares in book entry form) of Dawson common stock that has not been surrendered, other than any shares owned by Dawson, TGC or any of their respective subsidiaries, will represent only the right to receive, upon such surrender and without any interest, the merger consideration, dividends and other distributions on shares of TGC common stock with a record date after the effective time of the merger, and cash in lieu of fractional shares. Following the effective time of the merger, no further registrations of transfers on the stock transfer books of Dawson of the shares of Dawson common stock will be made and any stock certificates or book entry shares of Dawson common stock presented to TGC for any reason will be cancelled and exchanged as described above.

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        Dawson stock certificates should not be returned with the enclosed proxy card(s). Dawson stock certificates should be returned with a validly executed transmittal letter and accompanying instructions that will be provided to Dawson shareholders following the effective time of the merger.

Lost Stock Certificates

        If any stock certificate has been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming the certificate to be lost, stolen or destroyed and, if required by TGC, the posting by such person of a bond in a reasonable amount as TGC may direct as indemnity against any claim that may be made against it with respect to the stock certificate, the exchange agent will issue, in exchange for such lost, stolen or destroyed stock certificate, the merger consideration and any unpaid dividends and other distributions on TGC common stock with a record date after the effective time of the merger, and cash, without interest, in lieu of fractional shares.

Termination of Exchange Fund

        Six months after the effective time of the merger, the exchange agent will deliver to TGC all cash and shares of TGC common stock remaining in the exchange fund. Thereafter, Dawson shareholders must look only to TGC for payment of the merger consideration and any unpaid dividends and other distributions on TGC common stock with a record date after the effective time of the merger, and cash, without interest, in lieu of fractional shares.

Withholding Taxes

        TGC and the exchange agent will be entitled to deduct and withhold from consideration payable to any Dawson shareholder the amounts that may be required to be withheld under any tax law. The properly withheld amounts will be treated for all purposes of the merger as having been paid to the shareholders from whom they were withheld.


Representations and Warranties

        The merger agreement contains representations and warranties made by each party to the other, which are subject, in some cases, to specified exceptions and qualifications, including exceptions and qualifications that would not have a material adverse effect on Dawson or TGC, as applicable. These representations and warranties relate to, among other things:

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        The representations and warranties contained in the merger agreement will not survive the consummation of the merger, but they form the basis of specified conditions to the parties' obligations to complete the merger.


Definition of "Material Adverse Effect"

        Certain representations and warranties of Dawson and TGC are qualified as to "material adverse effect." In addition, there are separate stand-alone conditions to completion of the merger relating to the absence of any change, event, occurrence, state of facts or development occurring from the date of the merger agreement and that is continuing as of the closing date that, individually or in the aggregate, has had or would reasonably be likely to have a material adverse effect on the other party.

        For purposes of the merger agreement, a "material adverse effect" on Dawson or TGC means any change, effect, event, occurrence, state of facts or development or developments which, individually or in the aggregate, has had, or would reasonably be expected to have, a material adverse effect on:

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Covenants and Agreements

Operating Covenants

        Each of Dawson and TGC has agreed that, prior to the effective time of the merger, unless the other party has consented in writing and except as otherwise expressly contemplated by the merger agreement, it and its subsidiaries will carry on their businesses in the ordinary course consistent with past practice and, to the extent consistent therewith, use reasonable best efforts to preserve their business organizations intact, maintain existing relations and goodwill with governmental authorities, clients, suppliers, creditors, lessors, employees and business associates and keep available the services of their present employees and agents. With specified exceptions set forth in the merger agreement and the confidential disclosure letters, unless otherwise agreed by the other party, each of Dawson and TGC has agreed, among other things, not to directly or indirectly, and not to permit its subsidiaries to:

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No Solicitation

Non-Solicitation Agreement

        Each of Dawson and TGC has agreed, and agreed to cause its subsidiaries and its and their respective representatives, not to, directly or indirectly:

        With respect to each of Dawson and TGC, an acquisition proposal means any inquiry, proposal or offer, whether or not in writing, from any person other than the other party or its affiliates relating to, or that would reasonably be expected to lead to, any:

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Exceptions to Non-Solicitation

        Notwithstanding these restrictions, at any time prior to obtaining shareholder approval at its special meeting, Dawson or TGC may, directly or indirectly through its representatives, (1) furnish information and access, in response to a written request, to any person making an unsolicited acquisition proposal and (2) participate in discussions and negotiate with such person concerning any such unsolicited acquisition proposal, so long as the following conditions are met:

        With respect to each of Dawson and TGC, a superior proposal means any bona fide written acquisition proposal which, if consummated, would result in such person or its shareholders owning, directly or indirectly, at least 80% of Dawson's or TGC's common stock, as the case may be, or at least 80% of all of the assets of Dawson or TGC, as the case may be, which the board of directors of such party determines in good faith, after advice from a financial advisor of nationally recognized reputation and outside counsel, to be:

Agreement Not to Change Recommendation

        Each of Dawson and TGC has agreed that neither its board of directors nor any committee of its board of directors will change its recommendation, which means that neither its board of directors nor any committee of its board of directors will:

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Exceptions to Restriction on Changing Recommendation

        Notwithstanding these restrictions, at any time prior to obtaining shareholder approval at its special meeting, (1) the board of directors of Dawson or TGC, as the case may be, may change its recommendation or (2) Dawson or TGC, as the case may be, may terminate the merger agreement and enter into an agreement in respect of another acquisition proposal, in each case, so long as the following conditions are met:

        In addition, no party's board of directors may change its recommendation or terminate the merger agreement and enter into an agreement in respect of another acquisition proposal:

        However, notwithstanding the provisions described above, a party will not have an exclusive right to match any superior proposal if the no-shop party's board of directors determines in good faith, after receipt of advice from a financial advisor of nationally recognized reputation, that a superior proposal, if consummated, would result in such no-shop party's shareholders receiving consideration valued at 115% or more of the consideration to be received by such no-shop party's shareholders pursuant to the transactions contemplated by the merger agreement, as such consideration may have then been modified by the other party in response to such acquisition proposal.

        In the event of any revisions to the financial terms or any other material term of a superior proposal after the start of the three-business day notice period described above, the no-shop party must satisfy the three-business day notice requirement with a new written notice to the other party and the other requirement described above, including the requirement to discuss the terms and conditions of the merger agreement with the other party and its financial and legal advisors, with respect to such new written notice, and the notice period will be deemed to have re-commenced on the date of such new notice.

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Other Matters

        Each of Dawson and TGC has agreed to promptly (and in any event within 24 hours) advise the other party orally and in writing of (1) any acquisition proposal or any inquiry, proposal or request for discussions that may reasonably be expected to lead to an acquisition proposal and (2) the material terms and conditions of any such acquisition proposal or inquiry, proposal or request for discussions (including any changes to such acquisition proposal or inquiry, proposal or request for discussions). Each of Dawson and TGC will (1) keep the other party reasonably informed of the status and details (including any change to the terms) of any such acquisition proposal or inquiry and (2) provide to the other party as soon as practicable with copies of all correspondence and other written material sent or provided to such party or any of its subsidiaries from any person that describes any of the terms or conditions of any acquisition proposal. Notwithstanding these restrictions, Dawson or TGC, as the case may be, need not inform the other party regarding the identity of any person making any such acquisition proposal or inquiry.

        The merger agreement does not prohibit either of Dawson or TGC from taking and disclosing to its shareholders, in compliance with the rules and regulations of the Exchange Act, a position regarding any unsolicited tender offer for its common stock or from making any other disclosure to its shareholders if, in the good faith judgment of its board of directors, after advice from outside counsel, failure to make such disclosure would be reasonably likely to result in a breach of its fiduciary duties to its shareholders under applicable law.

        As of the date of the merger agreement, each of Dawson and TGC has agreed, and agreed to cause its subsidiaries to, (1) immediately cease and cause to be terminated and to cause its and its subsidiaries' representatives to, immediately cease and cause to be terminated, all discussions and negotiations, if any, with any person conducted heretofore with respect to any acquisition proposal and (2) promptly request the return or destruction of all confidential information previously furnished and immediately terminate all physical and electronic dataroom access previously granted to any such person or its representatives.

Meeting of Shareholders

        Unless the merger agreement is earlier terminated or its board of directors changes, or fails to reaffirm when requested by Dawson, its recommendation that TGC shareholders approve (i) the 1-for-3 reverse stock split with respect to TGC common stock immediately prior to the merger, (ii) the name change of TGC to "Dawson Geophysical Company" and (iii) the issuance of shares of TGC common stock pursuant to the merger agreement, TGC will submit such matters for approval by its shareholders at the TGC special meeting.

        Unless the merger agreement is earlier terminated or its board of directors changes, or fails to reaffirm when requested by TGC, its recommendation that Dawson shareholders approve the merger agreement and the change of Dawson's name to "Dawson Operating Company," Dawson will submit such matters for approval by its shareholders at the Dawson special meeting.

Filings; Reasonable Best Efforts

        Dawson and TGC have each agreed to use their reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, all things necessary, proper or advisable under applicable law or otherwise to consummate and make effective the merger and the other transactions contemplated by the merger agreement. This includes:

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        Subject to certain exceptions, Dawson and TGC have each agreed to furnish to the other party any necessary information and reasonable assistance as such other party may reasonably request in connection with such party's filings under the HSR Act.

        Dawson and TGC have each agreed to use their reasonable best efforts and to cooperate with the other party to resolve any objections under applicable law to the merger and the other transactions contemplated by the merger agreement. Dawson and TGC have each agreed to use their reasonable best efforts to respond as promptly as practicable to all inquiries received from the FTC, the Antitrust Division or any other applicable governmental authorities with respect to the HSR Act and other applicable antitrust laws.

        Dawson and TGC have also agreed to cooperate in all respects with each other in connection with any antitrust defense of the merger and the other transactions contemplated by the merger agreement in any proceeding by, or negotiations with, any governmental authority or other person relating to the merger or regulatory filings under the HSR Act or other applicable antitrust laws.

        However, under the merger agreement, neither Dawson nor TGC is obligated to (1) agree to, or proffer to, divest or hold separate, or enter into any licensing or similar arrangement with respect to, any assets (whether tangible or intangible) or any portion of any business of Dawson or of TGC or any of its subsidiaries or (2) agree to, or proffer to, limit in any respect the ownership or operation by Dawson or TGC or any of its subsidiaries of any asset (whether tangible or intangible) or any portion of any business of Dawson or TGC or any of its subsidiaries, including the ability of Dawson to acquire or hold, or exercise full rights of ownership of, any shares of capital stock, including the right to vote TGC common stock on all matters properly presented to TGC shareholders. In addition, TGC has the right, but not the obligation, to oppose by refusing to consent to, through litigation or otherwise, any request, attempt or demand by any governmental authority or other person for any divestiture, hold separate condition or any other restriction with respect to any assets, businesses or product lines of either Dawson or TGC.

Inspection

        Subject to limitations imposed by applicable law, from the date of the merger agreement to the effective time of the merger, each of Dawson and TGC will allow all designated officers, attorneys, accountants and other representatives of the other party reasonable access, at reasonable times, upon reasonable notice, to its and its subsidiaries' personnel, properties, contracts, commitments, books and records and any other information pertaining to the business and affairs of Dawson or TGC, as the case may be, or their respective subsidiaries, as Dawson or TGC, as the case may be, may reasonably request, including inspection, testing or sampling of such properties.

        However, neither Dawson nor TGC shall be required to provide any information which it may not provide to the other party by reason of any applicable law, which constitutes information protected by attorney/client privilege, or which it is required to keep confidential by reason of contract or agreement with third parties. In such circumstances, Dawson and TGC will make reasonable and appropriate substitute disclosure arrangements.

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Listing Application

        TGC has agreed to use its reasonable best efforts to cause the shares of TGC common stock to be issued as merger consideration pursuant to the merger agreement to be approved for listing on NASDAQ, subject to official notice of issuance, prior to the effective time of the merger. Dawson and TGC have each agreed to use their reasonable best efforts to cause all shares of TGC common stock (including those issued as merger consideration) to be approved for listing on the NASDAQ under the ticker symbol "DWSN" from and after the effective time of the merger.

Indemnification and Insurance

        Under the merger agreement, TGC has agreed, for a period of six years after the effective time of the merger, to leave in place and not to modify those provisions granting rights to indemnification and exculpation from liabilities for acts or omissions occurring at or prior to the effective time of the merger and related rights to the advancement of expenses in favor of any current or former director, officer, agent or employee of Dawson contained in the organizational documents of Dawson and its subsidiaries.

        Prior to the effective time of the merger, each of Dawson and TGC will purchase "tail" insurance coverage covering the six-years after the effective time of the merger and providing coverage not materially less favorable than the coverage afforded by the current directors and officers liability insurance policies maintained by Dawson or TGC (as applicable). Prior to the effective time of the merger, TGC will purchase insurance coverage covering the directors and officers of the combined company as of the effective time of the merger on such terms as reasonably agreed between Dawson and TGC.

        TGC has also agreed to guarantee the payment and performance by Dawson, as the surviving entity of the merger, of its indemnification obligations under the merger agreement and pursuant to contractual agreements entered into by Dawson prior to the date of the merger agreement relating to indemnification of Dawson directors and officers. From and after the effective time of the merger, TGC will cause Dawson, as the surviving entity of the merger to comply with all of its obligations under the merger agreement that relate to indemnification and insurance and under existing indemnification agreements.

        In addition, pursuant to the terms of the merger agreement, TGC has agreed to use its reasonable best efforts to enter into restated indemnification agreements with each member of TGC's board of directors and executive officers as of the effective time of the merger. The form of such indemnification agreements is attached as Annex I to, and incorporated by reference into, this joint proxy statement/prospectus.

Employee Benefits Matters

        Until the end of the calendar year that includes the effective time of the merger, the participants in Dawson employee benefit plans who are employed by Dawson as of the effective time of the merger, together with their dependents, will receive employee benefits that are substantially similar in the aggregate to the employee benefits provided to Dawson employees immediately prior to the effective time of the merger. However, neither TGC nor Dawson, as the surviving entity of the merger, is required to continue any specific plans or to continue the employment of any specific person.

        TGC will cause service rendered by current employees of Dawson and its subsidiaries prior to the effective time of the merger to be taken into account for purposes of (1) eligibility for vacation, (2) eligibility and participation under health or welfare plans maintained by TGC (other than any post-employment health or post-employment welfare plan), (3) eligibility, contribution and vesting under any "defined contribution plan" maintained by TGC, but not for purposes of any other employee benefit plan of TGC and (4) though not a requirement under the merger agreement, allocations and distributions under any TGC profit sharing plan.

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        No current employee of Dawson will be subject to any pre-existing condition limitation under any health plan of TGC or its subsidiaries for any condition for which he or she would have been entitled to coverage under the corresponding Dawson benefit plan in which he or she participated prior to the effective time. TGC and any of its subsidiaries will give effect, for the plan year or insurance policy year in which the effective time of the merger occurs, in determining any co-payments and deductibles, to claims incurred and amounts paid by, and amounts reimbursed to, the current Dawson employees prior to the effective time of the merger.

Employment Agreements

        TGC has entered into an employment agreement with each of Messrs. Jumper, Whitener, Tobias, Brata, Thomas and Winn and Ms. Hagan and each such agreement will be effective as of effective time of the merger, in each case, in the form incorporated by reference as an exhibit to the registration statement of which this prospectus forms a part. Each of these agreements will replace and supersede the employment agreement that each of the above-named executives has previously entered into with Dawson or TGC (as applicable). For additional information on the terms of such employment agreements, see "The Employment Agreements" beginning on page 157.

Certain Additional Agreements

        The merger agreement contains additional agreements between the parties relating to, among other things:

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Conditions to Completion of the Merger

        The obligations of each of Dawson and TGC to complete the merger are subject to the satisfaction or waiver, by the applicable party, to the extent permitted by law, on or prior to the closing date of the merger of the following conditions:

        TGC's obligation to effect the merger is further subject to satisfaction or waiver by TGC to the extent permitted by law of the following conditions:

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        Dawson's obligation to effect the merger is further subject to satisfaction or waiver by Dawson to the extent permitted by law of the following conditions:

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Termination of the Merger Agreement

        The merger agreement may be terminated, and the merger abandoned, at any time prior to the effective time of the merger, whether before or after any shareholder approvals have been obtained, by the mutual written consent of Dawson and TGC.

        In addition, the merger agreement may be terminated at any time prior to the effective time of the merger, whether before or after any shareholder approvals have been obtained, by action of the board of directors of Dawson or TGC if:

        The merger agreement may be terminated at any time prior to the effective time of the merger by TGC if:

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        The merger agreement may be terminated at any time prior to the effective time of the merger by Dawson if:


Termination Fee and Expense Reimbursement

Termination Fee

        TGC is required to pay Dawson a termination fee of $2.0 million in the event the merger agreement is terminated because:

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        Dawson is required to pay TGC a termination fee of $2.0 million in the event the merger agreement is terminated because:

Expense Reimbursement

        TGC will reimburse Dawson for up to $1.5 million of its third party costs and expenses incurred in connection with the proposed merger and the transactions contemplated by the merger agreement in the event the merger agreement is terminated by:

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        Dawson will reimburse TGC for up to $1.5 million of its third party costs and expenses incurred in connection with the proposed merger and the transactions contemplated by the merger agreement in the event the merger agreement is terminated by:

        If a party is required to reimburse the other party for its costs and expenses, the amount of such reimbursed costs and expenses may be offset against any termination fee that was paid by such party under certain circumstances.

        Dawson and TGC have agreed that in the event a termination fee is paid pursuant to the terms of the merger agreement, the payment of such termination fee will be the sole and exclusive remedy of the party to which such fee is paid, its subsidiaries and any of its respective shareholders, affiliates, officers, directors, employees or representatives, and in no event will the party to which such fee is paid or any other related person be entitled to recover any other money damages or any other remedy based on a claim in law or equity with respect to, (1) any loss suffered as a result of the failure of the merger to be consummated, (2) the termination of the merger agreement, (3) any liabilities or obligations arising under the merger agreement, or (4) any legal proceedings arising out of or relating to any breach, termination or failure of or under the merger agreement, and upon payment of the termination fee, the paying party shall not have any further liability or obligation to the party receiving such termination fee or any other associated person relating to or arising out of the merger agreement or the transactions contemplated by the merger agreement.

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Amendments, Extensions and Waivers

Amendments

        The merger agreement may be amended by the parties, by action taken or authorized by their boards of directors, at any time before or after approval by each party's shareholders, but after any such shareholder approval, no amendment may be made which by applicable law requires the further approval of shareholders without obtaining such further approval. To be effective, any amendment or modification to the merger agreement must be in a written document each party has executed and delivered to the other.

Extensions and Waivers

        At any time prior to the effective time of the merger, the parties to the merger agreement may:

        Any agreement on the part of either party to any extension or waiver will be valid only if set forth in an instrument in writing signed by that party. The waiver by a party of a breach of any provision of the merger agreement will not operate or be construed as a waiver of any prior or subsequent breach of the same or any other provision of the merger agreement.


Specific Performance

        Except in the event a termination fee is paid as described above in "—Termination Fee and Expense Reimbursement" on page 149, Dawson and TGC have agreed that each of them shall be entitled to specific performance of the terms of the merger agreement in addition to any other remedy at law or equity. Dawson and TGC further agreed that in addition to any other remedy to which either of them may be entitled at law or in equity or under the merger agreement, each of Dawson and TGC will be entitled to an injunction or injunctions to prevent breaches of the merger agreement and to enforce specifically the terms and provisions of the merger agreement.


Governing Law

        The merger agreement and the rights and obligations of Dawson and TGC under the merger agreement is governed by and construed and enforced in accordance with the substantive laws of the State of Texas, without regard to any conflicts of law provisions that may require the laws of any other jurisdiction to apply.

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THE TGC SHAREHOLDER VOTING AGREEMENTS

        The following summary describes the material provisions of the TGC shareholder voting agreements. The provisions of the TGC shareholder voting agreements are complicated and not easily summarized. This summary may not contain all of the information about the TGC shareholder voting agreements that is important to you. This summary is qualified in its entirety by reference to the form of TGC shareholder voting agreement attached as Annex D to, and incorporated by reference into, this joint proxy statement/prospectus. We encourage you to read it carefully in its entirety for a more complete understanding of the TGC shareholder voting agreements.


No Disposition

        Under the TGC shareholder voting agreements, the executive officers and directors of TGC and their affiliates who beneficially own, in the aggregate, 28.84% of the shares of TGC common stock, or 27.60% of the shares of TGC common stock currently outstanding and entitled to vote as of December 29, 2014, have agreed that except under certain limited circumstances, that with respect to any shares of TGC common stock beneficially owned by such officer or director, such officer or director will not (1) sell, transfer, assign or dispose or agree to sell, transfer, assign or dispose such shares or (2) grant or agree to grant any proxy or power-of-attorney with respect to such shares.

        In addition, such executive officers and directors and their affiliates have each agreed that he, she or it will not, and shall cause his, her or its investment bankers, financial advisors, attorneys, accountants and other advisors, agents and representatives not to, directly or indirectly solicit, initiate, facilitate or encourage any inquiries or proposals from, discuss or negotiate with, or provide any non-public information to, any person relating to, or otherwise facilitate, any acquisition proposal relating to TGC.


Voting of Shares of TGC Common Stock

        Each TGC executive officer and director and related affiliate that is a party to a TGC shareholder voting agreement, has agreed among other things, to vote shares of TGC common stock beneficially owned by him or her in favor of:

        Such executive officers and directors and their affiliates have also agreed to vote shares of TGC common stock beneficially owned by them against:

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Irrevocable Proxy

        Solely in furtherance of the matters described under the heading "—Voting of Shares of TGC Common Stock," each TGC executive officer and director and related affiliate that is a party to a TGC shareholder voting agreement has granted to and appointed Dawson and each of the executive officers of Dawson, in their respective capacities as officers of Dawson, as the case may be, such TGC officer's or director's proxy and attorney-in-fact (with full power of substitution), for and in the name, place and stead of such officer or director, to:


Termination of the TGC Shareholder Voting Agreements

        Each TGC shareholder voting agreement terminates automatically on the earlier of (1) the date upon which the merger agreement is validly terminated pursuant to its terms, (2) the date upon which the parties to the TGC shareholder voting agreements agree to terminate the agreement, (3) Dawson's board of directors changes, or fails to reaffirm when requested by TGC, its recommendation that Dawson shareholders approve the merger agreement and (4) the effective time of the merger.


Shareholder Capacity

        The TGC shareholder voting agreements do not restrict any officer or director of Dawson in the exercise of such officer's or director's fiduciary duties as an officer or director of Dawson, as the case may be, but such officer or director may not take any action that would cause Dawson to breach the merger agreement or any agreements contemplated by the merger agreement.


Specific Performance

        The parties to the TGC shareholder voting agreements have agreed that Dawson would be irreparably damaged in the event that any TGC executive officer or director or related affiliate that entered into a TGC shareholder voting agreement fails to perform any of his, her or its obligations under the TGC shareholder voting agreement and that Dawson would not have an adequate remedy at law for money damages in such event. The parties accordingly agreed that Dawson will be entitled to specific performance of the terms of the TGC shareholder voting agreements in addition to any other remedy at law or equity. Dawson and such executive officers and directors and their affiliates further agreed that in addition to any other remedy to which Dawson may be entitled at law or in equity or under the TGC shareholder voting agreements, Dawson will be entitled to an injunction or injunctions to prevent breaches of the TGC shareholder voting agreements and to enforce specifically the terms and provisions of the TGC shareholder voting agreements.


Governing Law

        The TGC shareholder voting agreements and the rights and obligations under the TGC shareholder voting agreements are governed by and construed and enforced in accordance with the substantive laws of the State of Texas, without regard to any conflicts of law provisions that may require the laws of any other jurisdiction to apply.

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THE DAWSON SHAREHOLDER VOTING AGREEMENT

        The following summary describes the material provisions of the Dawson shareholder voting agreement. The provisions of the Dawson shareholder voting agreement are complicated and not easily summarized. This summary may not contain all of the information about the Dawson shareholder voting agreement that is important to you. This summary is qualified in its entirety by reference to the form of Dawson shareholder voting agreement attached as Annex E to, and incorporated by reference into, this joint proxy statement/prospectus. We encourage you to read it carefully in its entirety for a more complete understanding of the Dawson shareholder voting agreement.


No Disposition

        Under the Dawson shareholder voting agreement, certain executive officers and directors of Dawson who own, in the aggregate, 2.39% of the currently outstanding shares of Dawson common stock, have agreed that except under certain limited circumstances, that with respect to any shares of Dawson common stock beneficially owned by such officer or director, such officer or director will not (1) sell, transfer, assign or dispose or agree to sell, transfer, assign or dispose such shares or (2) grant or agree to grant any proxy or power-of-attorney with respect to such shares.

        In addition, such executive officers and directors have each agreed that he or she will not, and shall cause his or her investment bankers, financial advisors, attorneys, accountants and other advisors, agents and representatives not to, directly or indirectly solicit, initiate, facilitate or encourage any inquiries or proposals from, discuss or negotiate with, or provide any non-public information to, any person relating to, or otherwise facilitate, any acquisition proposal relating to Dawson.


Voting of Shares of Dawson Common Stock

        Each Dawson executive officer and director that is a party to the Dawson shareholder voting agreement, has agreed among other things, to vote shares of Dawson common stock beneficially owned by him or her in favor of:

        Such executive officers and directors have also agreed to vote shares of Dawson common stock beneficially owned by them against:


Irrevocable Proxy

        Solely in furtherance of the matters described under the heading "—Voting of Shares of Dawson Common Stock," each Dawson executive officer and director and related affiliate that is a party to the

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Dawson shareholder voting agreement has granted to and appointed TGC and each of the executive officers of TGC, in their respective capacities as officers of TGC, as the case may be, such Dawson officer's or director's proxy and attorney-in-fact (with full power of substitution), for and in the name, place and stead of such officer or director, to:


Termination of the Dawson Shareholder Voting Agreement

        The Dawson shareholder voting agreement terminates automatically on the earlier of (1) the date upon which the merger agreement is validly terminated pursuant to its terms, (2) the date upon which the parties to the Dawson shareholder voting agreement agree to terminate the agreement, (3) TGC's board of directors changes, or fails to reaffirm when requested by Dawson, its recommendation that TGC shareholders approve the share issuance proposal and (4) the effective time of the merger.


Shareholder Capacity

        The Dawson shareholder voting agreement does not restrict any officer or director of TGC in the exercise of such officer's or director's fiduciary duties as an officer or director of TGC, as the case may be, but such officer or director may not take any action that would cause TGC to breach the merger agreement or any agreements contemplated by the merger agreement.


Specific Performance

        The parties to the Dawson shareholder voting agreement have agreed that TGC would be irreparably damaged in the event that any Dawson executive officer or director or related affiliate that entered into a Dawson shareholder voting agreement fails to perform any of his, her or its obligations under the Dawson shareholder voting agreement and that TGC would not have an adequate remedy at law for money damages in such event. The parties accordingly agreed that TGC will be entitled to specific performance of the terms of the Dawson shareholder voting agreement in addition to any other remedy at law or equity. TGC and such executive officers and directors further agreed that in addition to any other remedy to which TGC may be entitled at law or in equity or under the Dawson shareholder voting agreement, TGC will be entitled to an injunction or injunctions to prevent breaches of the Dawson shareholder voting agreement and to enforce specifically the terms and provisions of Dawson shareholder voting agreement.


Governing Law

        The Dawson shareholder voting agreement and the rights and obligations under the Dawson shareholder voting agreement is governed by and construed and enforced in accordance with the substantive laws of the State of Texas, without regard to any conflicts of law provisions that may require the laws of any other jurisdiction to apply.

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THE EMPLOYMENT AGREEMENTS

        It is a condition to the Merger Agreement that: TGC, as of the effective time of the merger, enter into employment agreements with each of Messrs. Jumper, Whitener, Tobias, Brata, Thomas, Winn and Werth, and Ms. Hagan, in each case, substantially in the form of the employment agreement attached as Annex F to, and incorporated by reference into, this joint proxy statement/prospectus. Concurrent with the execution of the merger agreement, these individuals executed their employment agreements with TGC and such agreements will become effective only upon the effective time of the merger. The employment agreements supersede and replace all previous employment agreements between either TGC or Dawson and such employees.

        The following summary describes the material provisions of the employment agreements. The provisions of the employment agreements are complicated and not easily summarized. This summary may not contain all of the information about the employment agreements that is important to you. This summary is qualified in its entirety by reference to the form of employment agreement. We encourage you to read it carefully in its entirety for a more complete understanding of the employment agreements.


Term

        Each employment agreement (other than the agreement with Mr. Werth) has an initial term of three years, which term will be renewed annually for successive, rolling three-year terms unless TGC or the executive party to the employment agreement provides 60 days' advance written notice of such party's intent not to renew the employment agreement, in which case, the employment agreement and the executive's employment with the employing company will automatically expire at the end of the remaining term. Mr. Werth's employment agreement has an initial term of one year, which term will be renewed annually for successive one year terms unless TGC or Mr. Werth provides 60 days' advance written notice of such party's intent not to renew the employment agreement, in which case, the employment agreement and Mr. Werth's employment with the employing company will automatically expire at the end of the remaining term. An executive's employment with the employing company shall at all times be subject to earlier termination in accordance with the employment agreement's terms. For additional information, see "The Employment Agreements—Termination of the Employment Agreements," beginning on page 158.


Duties and Compensation

        Each employment agreement sets the duties, title and compensation of each executive that is a party to the employment agreement.

        Each employment agreement establishes the executive's annual base salary and provides that such base salary may be reviewed annually by the employing company and may be adjusted in the sole discretion of the board of directors of the employing company.

        Each employment agreement provides that the executive may be awarded a bonus, at the discretion of the board of directors of the employing company for any fiscal year ending during the term of the employment agreement. Participation in any bonus, profit sharing or other plan measured shall be at the sole discretion of the board of directors of the employing company. Each employment agreement also provides that the executive will be entitled to an automobile provided by the employing company consistent with past practice and the employing company will pay for fuel, insurance, maintenance, repair and all other reasonable costs of such automobile. The executive will also be permitted to use the automobile for reasonable personal use.

        Each employment agreement further provides that the executive, and, where applicable, the executive's spouse and dependents, will be eligible to participate in the same health and welfare benefits that are provided to other members of the employing company executive management. With

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respect to the employment agreements to be entered into with Messrs. Jumper and Whitener, for so long as each such executive remains an employee of the employing company, TGC shall take all necessary action to cause such executive to be nominated as a director of TGC at any meeting of shareholders for the election of directors.


Termination of the Employment Agreements

        Under the terms of each employment agreement, the executive may be terminated prior to the expiration of the term of the employment agreement as follows:

        The employment agreements define cause as any of the following conduct of an executive:

        The term "good reason" means:

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Payment upon Termination

        In the event the executive's employment is terminated by the employing company without cause or by the executive for good reason, then the executive will be entitled, provided the executive executes a release in favor of the employing company, to (1) severance payments in an amount equal to the continuation of the executive's then-current base salary for the remainder of the term of the employment agreement with such payments being made in equal bi-weekly payments in accordance with the employing company's payroll practices; (2) in the event that discretionary cash bonuses are paid by the employing company pursuant to such company's Annual Incentive Plan or similar arrangement during the fiscal year in which the executive's employment is terminated, then such bonus shall be deemed earned at its target level and the executive shall be entitled to a pro rata portion of such discretionary cash bonus, using the number of days the executive was employed during the fiscal year in which the discretionary cash bonus is awarded; (3) automatic acceleration and vesting of any awards made to the executive pursuant to any equity compensation plan maintained by the employing company or any award agreement thereunder; and (4) a lump sum payment equal to the cost to extend the executive's then-current group health plan benefits under COBRA for 18 months. If the employing company was providing the executive with an automobile, then for cash consideration of $10 paid by the executive to the employing company, the employing company shall either (i) transfer the title free and clear of any liens or other encumbrances to the executive, if the employing company owned the automobile, or (ii) assign to the executive the employing company's right, title and interest in and to the lease for the automobile.. In addition, in the event the executive's employment is terminated by the employing company without cause or by the executive for good reason within 12 months after a change of control of the employing company, the executive will be entitled to two times the amount of the compensation set forth in clauses (1), (2) and (4) above.

        In the event that the executive's employment is terminated by the employing company because the executive becomes disabled, then the executive will be entitled to (1) severance payments in an amount equal to the continuation of the executive's then-current base salary for a period of six months following the executive's termination, with such payments being made in equal bi-weekly payments in accordance with the employing company's payroll practices; (2) in the event that discretionary cash bonuses are paid by the employing company pursuant to such company's Annual Incentive Plan or similar arrangement during the fiscal year in which the executive's employment is terminated, then such bonus shall be deemed earned at its target level and the executive shall be entitled to a pro rata portion of such discretionary cash bonus, using the number of days the executive was employed during the fiscal year in which the discretionary cash bonus is awarded; (3) automatic acceleration and vesting of any awards made to the executive pursuant to any equity compensation plan maintained by the employing company or any award agreement thereunder; and (4) a lump sum payment equal to the cost to extend the executive's then-current group health plan benefits under COBRA for 18 months.

        In the event the executive's employment is terminated for any reason other than by the employing company without cause, by the employing company due to the disability of the executive or by the executive for good reason, then (1) on the next regular payroll date, the employing company will pay to the executive (or to the executive's estate in the case of death) (A) all base salary that has accrued and not been paid as of the date of termination and (B) any employment benefits in accordance with the

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terms of any applicable benefit arrangements, including any equity award agreements, and applicable law and (2) all other rights and benefits of the executive will terminate upon the termination other than any right of the executive and his or her dependents to continue benefits under applicable law or as otherwise provided under the employment agreement.


Restrictive Covenants

        During the term of an employment agreement and during the applicable non-competition period, an executive that is a party to an employment agreement agrees that the executive will not, directly or indirectly:

        The term "non-competition period" means the longer of (1) one year after the date of the termination of the executive's employment or (2) any period of time after the date of termination during which the executive is receiving severance payments from the employing company pursuant to the employment agreement; provided however, that if the period of time in subsection (2) is applicable, then the executive may shorten the time period required by that clause to only one year from the date of termination of the executive's employment by agreeing, in a written instrument delivered to TGC, to forfeit irrevocably any remaining severance payments that would have been paid by TGC to the executive during such remaining period of time but for such forfeiture.

        During the term of an employment agreement and during the applicable non-solicitation period, an executive that is a party to an employment agreement agrees that the executive will not, directly or indirectly:

        The term "non-solicitation period" means the longer of (1) one year after the date of the termination of the executive's employment or (2) any period of time after the date of termination during which the executive is receiving severance payments from the employing company pursuant to the employment agreement.

        If an executive breaches any of the restrictions above, then in addition to any other rights it may have under law or in equity, the employing company may seek to specifically enforce the restrictions, without the necessity of proving actual damages.


Arbitration

        The employment agreements contain a mandatory arbitration provision, which provides that any dispute, controversy or claim between the executive and TGC arising out of or relating to the employment agreement or the executive's employment with TGC will be finally settled by arbitration in

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Midland, Texas before a single arbitrator in accordance with the rules for the resolution of employment disputes then in effect of the American Arbitration Association, or AAA. TGC shall pay all AAA, arbitration, mediation and arbitrator fees and costs. An application for emergency or temporary injunctive relief by either party shall not be subject to arbitration, provided however, that the remainder of any such dispute shall be subject to arbitration. The executives and TGC waive their rights to a jury trial.


Governing Law

        The employment agreements will be interpreted and enforced in conformity with the laws of the State of Texas, without regard to any conflicts of law provisions that may require the laws of any other jurisdiction to apply.


Description of Specific Employment Agreements

        The following table sets forth certain specific terms as to each individual employment agreement to be entered into, effective as of the effective time of the merger, by TGC with certain of their respective key employees.

Executive
  Title   Annual
Base Salary
  Perquisites/
Benefits(1)
 

Stephen C. Jumper

  Chairman, President and Chief Executive Officer   $ 462,000      

Wayne A. Whitener

  Vice Chairman   $ 350,000   $ 4,304  

C. Ray Tobias

  Executive Vice President and Chief Operating Officer   $ 315,000   $ 1,865  

James K. Brata

  Executive Vice President and Chief Financial Officer   $ 250,000   $ 2,073  

Christina W. Hagan

  Executive Vice President, Chief Accounting Officer and Secretary   $ 250,000      

James W. Thomas

  Executive Vice President and Chief Technology Officer   $ 230,000   $ 1,865  

Daniel G. Winn

  Senior Vice President   $ 235,000   $ 4,805  

(1)
Based on the estimated annual cost of providing a vehicle, fuel, insurance, maintenance, repair and other reasonable costs.

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INFORMATION ABOUT TGC

        Unless the context otherwise indicates, all references in this "Information about TGC" section to "TGC", the "Company," "we," "us," "our," "ours" or similar words are to TGC Industries, Inc. and its direct and indirect wholly owned subsidiaries, and all references to "common stock" are to the shares of common stock, par value $0.01, of TGC Industries, Inc.


Description of Business

General

        TGC Industries, Inc., a Texas corporation, and its wholly owned subsidiary, Eagle Canada, Inc., a Delaware corporation, are primarily engaged in the geophysical service business of conducting three-dimensional ("3-D") surveys for clients in the oil and gas business. TGC's principal business office is located at 101 E. Park Blvd., Suite 955, Plano, Texas 75074 (Telephone: 972-881-1099). TGC's internet address is www.tgcseismic.com.

        In April of 1980, Supreme Industries, Inc. ("Supreme"), formerly ESI Industries, Inc., formed a wholly owned subsidiary, Tidelands Geophysical Co., Inc. ("Tidelands") that acquired certain equipment, instruments, and related supplies from a Houston-based corporation that was engaged in the business of conducting seismic, gravity, and magnetic surveys under contracts for oil and natural gas companies. On June 30, 1986, the Boards of Directors of Supreme and Tidelands approved a spin-off of substantially all of the shares of Tidelands owned by Supreme which were distributed as a stock dividend to Supreme's security holders. In July of 1986, our name was changed from "Tidelands Geophysical Co., Inc." to "TGC Industries, Inc."

Overview

        We are a leading provider of seismic data acquisition services throughout the continental United States and Canada. As of December 31, 2013, we operated eight seismic crews consisting of five crews in the United States and three crews in Canada. These seismic crews supply seismic data primarily to companies engaged in the exploration and development of oil and natural gas on land and in land-to-water transition areas. Seismic acquisition services of our wholly-owned subsidiary, Eagle Canada, Inc. ("Eagle Canada") are also used by the potash mining industry in Canada, and Eagle Canada has particular expertise through its heliportable capabilities. Our customers rely on seismic data to identify areas where subsurface conditions are favorable for the accumulation of existing hydrocarbons, to optimize the development and production of hydrocarbon reservoirs, to better delineate existing oil and natural gas fields, and to augment reservoir management techniques.

        We acquire geophysical data using the latest in 3-D survey techniques. We introduce acoustic energy into the ground by using vibration equipment or dynamite detonation, depending on the surface terrain and subsurface requirements. The reflected energy, or echoes, is received through geophones, converted into a digital signal at a multi-channel recording unit, and then transmitted to a central recording vehicle. Subsurface requirements dictate the number of channels necessary to perform our services. With our state-of-the-art seismic equipment, including computer technology and multiple channels, we acquire, on a cost effective basis, immense volumes of seismic data that, when processed and interpreted, produce more precise images of the earth's subsurface. Our customers then use our seismic data to generate 3-D geologic models that help reduce finding costs and improve recovery rates from existing wells.

The Industry

        Technological advances in seismic equipment and computing allow the seismic industry to acquire and process, on a cost-effective basis, immense volumes of seismic data which produce precise images

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of the earth's subsurface. The latest accepted method of seismic data acquisition, processing, and the subsequent interpretation of the processed data is the 3-D seismic method. Geophysicists use computer workstations to interpret 3-D data volumes, identify subsurface anomalies, and generate a geologic model of subsurface features.

        3-D seismic data are used in the exploration and development of new reserves and enable oil and natural gas companies to better delineate existing fields and to augment their reservoir management techniques. Benefits of incorporating high resolution 3-D seismic surveys into exploration and development programs include reducing drilling risk, decreasing oil and natural gas finding costs, and increasing the efficiencies of reservoir location, delineation, and management. In order to meet the requirements necessary to fully realize the benefits of 3-D seismic data, there is an increasing demand for improved data quality with greater subsurface resolution.

        Currently, the seismic data acquisition industry is made up of a number of companies divided into two groups. The first group is made up of four publicly-traded companies with long operating histories that field numerous crews and work in a number of different regions and terrain. This group includes us, Dawson, SAExploration Holdings, Inc., or SAE, and CGG (which recently sold its North American onshore seismic contract acquisition business to Geokinetics Inc., or Geokinetics). The second group is made up of Geokinetics, Global Geophysical Services Inc., or Global Geophysical, Tesla Exploration, Ltd., or Tesla, Breckenridge Geophysical Inc., or Breckenridge, Paragon Geophysical Services, Inc., or Paragon, LoneStar Geophysical Surveys, or LoneStar, and smaller companies which generally run one or two seismic crews and often specialize in specific regions or types of operations.

        We provide our seismic data acquisition services primarily to onshore oil and natural gas exploration and development companies for use in the onshore drilling and production of oil and natural gas in the continental United States and Canada. The main factors influencing demand for seismic data acquisition services in our industry are the levels of drilling activity by oil and natural gas companies and the sizes of such companies' exploration and development budgets, which, in turn, depend largely on current and anticipated future crude oil and natural gas prices and depletion rates.

Equipment and Crews

        During 2011 and 2012, an increase in the demand for seismic services allowed for an expansion of the Company's crew count from eleven crews at December 31, 2010, to twelve crews at December 31, 2011, and to fourteen crews at December 31, 2012. Demand for seismic services softened beginning early in 2013, and as a result we decreased our crew count throughout the year, ending 2013 with eight crews.

        We operated four seismic crews in the lower 48 states during the first quarter of 2014. We operated six crews in Canada for most of the first quarter, tapering down to four crews by the end of March as the Canadian Spring break-up began. We operated four crews throughout the second quarter of 2014 in the United States. In Canada, we began the second quarter of 2014 operating four crews, tapering down to two crews by the middle of April. At the end of April and for the rest of the second quarter, we had no crews operating in Canada. We operated five crews throughout the third quarter of 2014 in the United States. In Canada, we had one crew operating intermittently during the 2014 third quarter. The Canadian market is seasonal, and as a result of the thawing season, we have historically experienced limited Canadian activity for the second and third quarters of each year.

        In January of 2011, the Company acquired its second new 3,000 channel OYO Geospace Seismic Recording System ("GSR System") financed by a note payable with a commercial lender. This new GSR System uses cable-free/radio-free autonomous nodal data recorders which have a built-in GPS and disciplined clock. The GSR System provides for up to 30 days of continuous data recording. This system is fully compatible with our ARAM recording equipment. In addition, our crews continue to utilize the state-of-the-art ARAM ARIES recording systems. These systems employ cable telemetry

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technology enhanced by multiple baseline and redundant cable connections that provide seismic data acquisition services with increased reliability. In April of 2011, the Company purchased an additional 2,500 channels with existing cash that were added to this system. In May of 2011, the Company purchased five new INOVA vibration vehicles with existing cash. In July of 2011, the Company acquired its third new GSR System financed by a note payable to a commercial bank. The third GSR System contains 5,000 channels. In September of 2011, we purchased with existing cash an additional 5,000 channels of ARAM equipment to supplement existing ARAM systems. In October of 2011, the Company purchased two new INOVA vibration vehicles with existing cash. In November of 2011, the Company purchased an additional 3,000 channels of GSR equipment with existing cash. In January of 2012, we purchased an additional 14,200 channels of GSR equipment financed by existing cash and a note payable to a commercial bank. In April of 2012, the Company purchased seven new INOVA vibration vehicles with existing cash. Also in April of 2012, the Company purchased 13,000 channels of GSR equipment financed partially with existing cash and partially by a note payable to a commercial bank. In October of 2012, we purchased 8,000 stations of 3-channel GSX wireless recording system along with all peripheral equipment. GSX wireless recording systems are the most current GSR wireless recording systems available. The purchase of the OYO Geospace GSX recording system equipment was financed partially with existing cash and partially by a note payable to a commercial bank. Beginning early in 2013, we experienced a softening in demand for seismic services and, as a result, the Company adopted a maintenance capital expenditures program curtailing large equipment purchases for the duration of the year and continuing into August 2014. In September 2014 we purchased a 10,500-channel INOVA Hawk seismic data acquisition system and financed the acquisition by issuing a $6.1 million note.

        We currently own equipment for 16 land-based seismic data acquisition crews and 73 vibration vehicles. Each crew consists of approximately 40 to 80 technicians with associated vehicles, geophones, a seismic recording system, energy sources, cables, and a variety of other equipment. Each ARAM crew has one central recording vehicle which captures seismic data. The GSR and GSX crews utilize a recorder to manage the data acquisition while the individual system captures and holds the data until they are placed in the Data Transfer Module. The data is then transferred to a CD ROM or data tape which is delivered to a data processing center selected by the customer.

Capital Expenditures

        We believe that it is essential to take advantage of advances in seismic technology and to commit capital to purchase and update our equipment cost-effectively. Purchasing and updating seismic equipment and technology involves a commitment to capital spending. We also tie our capital expenditures closely to demand for our services. As a result, due to softening in demand for seismic services beginning early in 2013, the Company adopted a maintenance capital expenditures program curtailing large equipment purchases for the duration of 2013 and continuing into August 2014. During the year ended December 31, 2013, we made capital expenditures of approximately $2,475,000, primarily to maintain existing equipment. During the year ended December 31, 2012, capital expenditures of approximately $57,108,000 were used to acquire, maintain, and replace seismic equipment and vehicles. Major purchases in 2012 included our fourth GSR System with 7,200 channels, our fifth GSR System with 7,000 channels, our sixth GSR System with 13,000 channels, some of which were added to existing systems, an 8,000 station 3-channel GSX wireless recording system, and seven new INOVA vibration vehicles. During the year ended December 31, 2011, capital expenditures of approximately $30,730,000 were used to acquire, maintain, and replace seismic equipment and vehicles. Major purchases in 2011 included our second GSR System with 3,000 channels to which we added an additional 2,500 channels, our third GSR System with 5,000 channels, an additional 3,000 GSR System channels which were added to existing systems, 5,000 additional ARAM channels, and seven new INOVA vibration vehicles. In September 2014 we purchased a 10,500-channel INOVA Hawk seismic data acquisition system.

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Customers

        Our customers are major and independent oil and natural gas exploration and development companies. The services we provide to our customers vary according to the size and needs of each customer. Our services are marketed by supervisory and executive personnel who contact customers to determine their needs and respond to customer inquiries regarding the availability of crews. Contacts are based principally upon professional relationships developed over a number of years.

        During 2013, our largest customer accounted for approximately 12% of revenues. During 2012, our largest customer accounted for approximately 16% of revenues. During 2011, our largest customer accounted for approximately 17% of revenues. At December 31, 2013 and December 31, 2012, our backlog was approximately $52 million and $81 million, respectively. We filled our 2012 backlog during fiscal 2013, and anticipate filling our 2013 backlog during fiscal year 2014. Due to our backlog, we would not expect the loss of any single customer to have a material adverse effect on our operations.

        In order to avoid potential conflicts of interest with our customers, we do not participate in oil and natural gas ventures. The results of a seismic survey conducted for a customer belong to that customer. All of our customers' information is maintained in strictest confidence.

Contracts

        Our contracts are obtained either through competitive bidding or as a result of customer negotiations. Our services are conducted under general service agreements for seismic data acquisition services which define certain obligations for us and for our customers. A supplemental agreement setting forth the terms of a specific project, which may be cancelled by either party upon 30 days' advance written notice, is entered into for every project. We currently operate under supplemental agreements that are either "turnkey" agreements providing for a fixed fee to be paid to us for each unit of data acquired or "term" agreements providing for a fixed hourly, daily, or monthly fee during the term of the project or projects.

Competition

        The acquisition of seismic data for the oil and natural gas industry is a highly competitive business. Contracts for such services generally are awarded on the basis of price quotations, crew experience, and the availability of crews to perform in a timely manner, although factors other than price, such as crew safety, performance history, and technological and operational expertise, are often determinative. Our competitors include companies with financial resources that are significantly greater than our own as well as companies of comparable and smaller size. Our competition includes publicly-traded competitors, such as Dawson, CGG (which recently sold its North American onshore seismic contract acquisition business to Geokinetics) and SAE. Our other major competitors include Geokinetics, Global Geophysical, Tesla, Breckenridge, Paragon and LoneStar. In addition to these previously named companies, we also compete for projects from time to time with smaller seismic companies which operate in local markets with only one or two crews.

Employees

        As of December 31, 2013, we employed a total of 653 full-time employees, of which 32 consisted of management, sales, and administrative personnel with the remainder being crew and crew support personnel. We believe our relationship with our employees to be satisfactory.

Operating Risks and Insurance

        Our business is subject to the hazards inherent in conducting seismic data acquisition activities in hostile environments with dangerous machinery, and in some instances explosives. These activities can

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cause personal injury or loss of life, damage to or destruction of property, equipment, the environment, and marine life, and suspension of operations.

        In addition, we could be subject to personal injury or real property damage claims in the normal operation of our business. Such claims may not be covered by the indemnification provisions in our general service agreements to the extent that the damage is due to our negligence or intentional misconduct.

        We do not carry insurance against certain risks that we could experience such as business interruption resulting from equipment maintenance or weather delays. We obtain insurance against certain property and personal casualty risks and other risks when such insurance is available and when our management considers it advisable to do so. Currently, our insurance coverage consists of employers' liability with limits of $1,000,000 per accident and $2,000,000 in the aggregate, commercial general liability of $1,000,000 per accident and $2,000,000 in the aggregate, pollution liability of $1,000,000 per accident and $2,000,000 in the aggregate, automobile liability with a $1,000,000 combined single limit, and a $20,000,000 umbrella policy. Our general service agreements require us to have specific amounts of insurance. Management believes that the Company's insurance coverage is adequate. There can be no assurance, however, that any insurance obtained by us will be adequate to cover any losses or liabilities, or that this insurance will continue to be available or available on terms which are acceptable to us. Liabilities for which we are not insured, or which exceed the policy limits of our applicable insurance, could have a material adverse effect on us.


Description of Property

        Our Houston sales office is in a 1,711-square foot facility. The monthly rent is currently $3,422. Our corporate office in Plano, Texas was increased from 8,523 square feet to 10,137 square feet of office space in March of 2012. The monthly rent is currently $15,206. We leased an 800-square foot facility in Oklahoma City, Oklahoma, as a sales office on a month-to-month basis, and the monthly rent was $665. This office was closed on October 31, 2013. We lease a 400-square foot facility in Pratt, Kansas, as a permit office on a month-to-month basis, and the current monthly rent is $500. In October of 2012, we expanded our Denison, Texas repair warehouse facility with the addition of a third 10,000-square foot building. The Denison, Texas, facility consists of one 5,000-square foot building, three 10,000-square foot adjacent buildings, and an outdoor storage area of approximately 60,500 square feet. The monthly rent is currently $14,438. We lease a 915-square foot office facility in Midland, Texas, as a sales office with a monthly rent of $1,296. We lease 3,030 square feet of office space located in Calgary, Alberta. The monthly rent is currently $11,922. In addition, Eagle Canada leases a 10,088-square foot facility, also located in Calgary, Alberta, that is used as a shop and warehouse. The monthly rent is currently $7,479. We also lease a storage and parking area adjacent to the Eagle Canada shop and warehouse. The monthly rent is currently $4,768. The Company is not responsible for insuring these facilities. The conditions of these facilities are good, and we believe that these properties are suitable and adequate for our foreseeable needs.


Legal Proceedings

        The Company is a defendant in various legal actions that arose or may arise out of the normal course of business. In our opinion, none of these actions has or will result in any significant loss to us.


Market Price of and Dividends on TGC's Common Equity and Related Stockholder Matters

Shareholder and Dividend Information

        On April 18, 2005, we began trading on the NYSE Amex (formerly the American Stock Exchange) ("AMEX") under our current trading symbol "TGE." On October 26, 2007, we announced that our board of directors approved the decision to switch the listing of our common stock from AMEX to the

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NASDAQ Global Select Market ("NASDAQ.") As a result, on November 6, 2007, our stock began trading on NASDAQ under the symbol "TGE."

        On December 27, 2012, the Company paid its first cash dividend of $0.15 per common share to shareholders of record at the close of business on December 17, 2012. The Company did not pay a cash dividend in 2013. On May 14, 2013 and on May 14, 2012 the Company paid 5% stock dividends to shareholders of record at the close of business on April 30, 2013 and April 30, 2012, respectively. No cash or stock dividends were declared or paid in 2011.

        The high and low sales prices reported for our common stock on NASDAQ during 2014, 2013 and 2012 are included in the section of this joint proxy statement/prospectus titled "Comparative Per Share Market Price and Dividend Information" on page 39.

        The number of shareholders of record of TGC's common stock as of December 29, 2014, was approximately 136. Due to the number of shares held in nominee or street name, we believe that there are a significantly greater number of beneficial owners of our common stock. On December 29, 2014, our common stock was quoted at a closing price of $2.26.

Securities Authorized for Issuance under Equity Compensation Plans

        The following table summarizes certain information regarding securities authorized for issuance under our 2006 Stock Awards Plan as of December 31, 2013.


Equity Compensation Plan Information

Plan Category
  Number of
Securities to be
Issued Upon
Exercise of
Outstanding
Options
  Weighted-
Average
Exercise Price
of Outstanding
Options
  Number of Securities
Remaining Available for
Future Issuance Under
Equity Compensation
Plans (excluding
securities reflected in
Column (a))
 
 
  (a)
  (b)
  (c)
 

Equity compensation plans approved by security holders

    457,729   $ 5.31     1,672,425  

Equity compensation plans not approved by security holders

             
               

Total

    457,729   $ 5.31     1,672,425  


Selected Financial Data

        See "Financial Summary—Selected Historical Financial Data for TGC" beginning on page 30 of this joint proxy statement/prospectus.


Management's Discussion and Analysis of Financial Condition and Results of Operations

        The following discussion and analysis should be read in conjunction with our financial statements and related notes thereto included on page F-1. Portions of this document that are not statements of historical or current fact are forward-looking statements that involve risk and uncertainties, such as statements of our plans, objectives, expectations, and intentions. The cautionary statements made in this joint proxy statement/prospectus should be read as applying to all related forward-looking statements wherever they appear in this joint proxy statement/prospectus. Our actual results could differ materially from those anticipated in the forward-looking statements. Factors that could cause our actual results to differ materially from those anticipated include those discussed in "—Description of Business," "Cautionary Statements Concerning Forward-Looking Statements," and "Risk Factors." All share and per share amounts in the following discussion do not give effect to the proposed reverse stock split.

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Executive Overview

        We are a leading provider of seismic data acquisition services throughout the continental United States and Canada. We supply seismic data to companies engaged in the exploration and development of oil and natural gas on land and in land-to-water transition areas. Our customers rely on seismic data to identify areas where subsurface conditions are favorable for the accumulation of existing hydrocarbons, to optimize the development and production of hydrocarbon reservoirs, to better delineate existing oil and natural gas fields, and to augment reservoir management techniques.

        We acquire geophysical data using the latest in 3-D survey techniques. We introduce acoustic energy into the ground by using vibration equipment or dynamite detonation, depending on the surface terrain and subsurface requirements. The reflected energy, or echoes, is received through geophones, converted into a digital signal at a multi-channel recording unit, and then transmitted to a central recording vehicle. Subsurface requirements dictate the number of channels necessary to perform our services. With our state-of-the-art seismic equipment, including computer technology and multiple channels, we acquire, on a cost-effective basis, immense volumes of seismic data that when processed and interpreted produce more precise images of the earth's subsurface. Our customers then use our seismic data to generate 3-D geologic models that help reduce finding costs and improve recovery rates from existing wells.

        We provide our seismic data acquisition services primarily to major and independent onshore oil and natural gas exploration and development companies for use in the onshore drilling and production of oil and natural gas in the continental United States and Canada. The main factors influencing demand for seismic data acquisition services in our industry are the projected level of drilling activity by oil and natural gas companies and the sizes of such companies' exploration and development budgets, which, in turn, depend largely on current and anticipated future crude oil and natural gas prices and depletion rates.

        The services we provide to our customers vary according to the size and needs of each customer. Our services are marketed by supervisory and executive personnel who contact customers to determine their needs and respond to customer inquiries regarding the availability of crews. Contacts are based principally upon professional relationships developed over a number of years. There are a number of consultants in the oil and natural gas industry who process and interpret seismic data for oil and natural gas companies. These companies can have an influence in determining which company their customers use to acquire seismic data.

        The acquisition of seismic data for the oil and natural gas industry is a highly competitive business. Contracts for such services generally are awarded on the basis of price quotations, crew experience, and the availability of crews to perform in a timely manner, although other factors, such as crew safety, performance history, and technological and operational expertise, are often determinative. Our competitors include companies with financial resources that are significantly greater than our own as well as companies of comparable and smaller size. Our primary competitors are Dawson, CGG (which recently sold its North American onshore seismic contract acquisition business to Geokinetics) and SAE. These competitors are publicly traded companies with long operating histories that field numerous crews and work in a number of different regions and terrain. Our other major competitors include Geokinetics, Global Geophysical, Tesla, Breckenridge, Paragon and LoneStar. In addition to the previously named companies, we also compete for projects from time to time with smaller seismic companies which operate in local markets with only one or two crews and often specialize in specific regions or types of operation. We believe that our long-term industry expertise, the customer relationships developed over our history, and our financial stability give us an advantage over most of our competitors in the industry.

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Results of Operations

Nine Months Ended September 30, 2014, Compared to Nine Months Ended September 30, 2013 (Unaudited)

        Revenues.    Our revenues were $93,133,099 for the nine months ended September 30, 2014, compared to $115,806,689 for the same period of 2013, a decrease of 19.6%. This decrease was primarily due to the softening in the seismic market that began in early 2013, our operation of fewer crews in the United States and Canada during the nine months ended September 30, 2014 compared to the same period of 2013, and the adverse winter weather conditions in parts of the United States and Canada during the first quarter of 2014. We operated four crews in the United States during the first and second quarters of 2014, and added one crew during the third quarter ended September 30, 2014. In Canada, we operated six crews for most of this year's first quarter and ended the first quarter with four crews. By late-April, all Canadian crews had been shut down following the end of the winter season. We added one crew in Canada in the beginning of June for summer work, but that crew worked intermittently during the third quarter. This compares with our operation of nine crews in the United States and six crews in Canada during the first quarter of 2013. We began the second quarter of 2013 with eight crews operating in the United States and ended the quarter with two crews, and began the third quarter of 2013 with three crews operating in the United States and ended the quarter with five crews. In Canada, we began the second quarter of 2013 operating six crews and ended the quarter operating two crews. In the third quarter of 2013, we operated three crews in Canada for short term work at the beginning of the quarter but had no crews operating in Canada by the end of the quarter.

        Cost of services.    Our cost of services was $76,641,928 for the nine months ended September 30, 2014, compared to $90,011,820 for the same period of 2013, a decrease of 14.9%. As a percentage of revenues, cost of services was 82.3% for the nine months ended September 30, 2014, compared to 77.7% for the same period of 2013. This decrease in cost of services was primarily attributable to our operation of fewer crews in the United States and Canada as discussed above. The decrease was partially offset by costs incurred due to adverse winter weather conditions in parts of the United States and Canada during the first quarter of this year and an increase in shot-hole work, which carries higher costs and lower margins than vibroseis work, in the United States during the third quarter.

        Selling, general, and administrative expenses.    Selling, general and administrative ("SG&A") expenses were $7,060,970 for the nine months ended September 30, 2014, compared to $7,226,433 for the same period of 2013, a decrease of 2.3%. SG&A expense as a percentage of revenues was 7.6% for the nine months ended September 30, 2014, compared with 6.2% for the same period of 2013.

        Depreciation and amortization expense.    Depreciation and amortization expense was $14,639,933 for the nine months ended September 30, 2014, compared to $19,110,476 for the same period of 2013, a decrease of 23.4%. This decrease was primarily attributable to reduced spending on seismic equipment and vehicles with our implementation of a maintenance capital expenditures program adopted early in 2013. Depreciation and amortization expense as a percentage of revenues was 15.7% for the nine months ended September 30, 2014, compared to 16.5% for the same period of 2013.

        Loss from operations.    Loss from operations was $5,209,732 for the nine months ended September 30, 2014 compared to $542,040 for the same period of 2013. This loss increase was primarily attributable to a decrease in revenues from fielding fewer crews in the United States and Canada and an increase, as a percentage of revenues, in cost of services and SG&A expenses. EBITDA decreased $9,138,235 to $9,430,201 for the nine months ended September 30, 2014, from $18,568,436 for the same period of 2013, a decrease of 49.2%. This decrease was a result of the factors discussed above. For a definition of EBITDA, a reconciliation of EBITDA to net loss and discussion of EBITDA, please refer to the section entitled "EBITDA" found below.

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        Interest expense.    Interest expense was $506,296 for the nine months ended September 30, 2014, compared to $903,667 for the same period of 2013, a decrease of 44.0%. This decrease was primarily attributable to our pay off of three notes payable for purchases of seismic acquisition equipment during 2013 and 2014.

        Income tax expense (benefit).    Income tax benefit was $1,954,251 for the nine months ended September 30, 2014, compared to income tax expense of $158,537 for the same period of 2013. The income tax benefit for the nine months ended September 30, 2014, at a rate of 34.2%, was due primarily to our loss before income taxes. The tax expense for the nine months ended September 30, 2013 was due primarily to permanent tax differences.

Three Months Ended September 30, 2014, Compared to Three Months Ended September 30, 2013 (Unaudited)

        Revenues.    Our revenues were $26,094,909 for the three months ended September 30, 2014, compared to $21,115,045 for the same period of 2013. The increase in revenues was primarily due to our operation of five crews in the United States during the 2014 entire third quarter. In 2013, we began the third quarter with three crews operating in the United States and ended the quarter with five crews. The Company's Canadian operations did not contribute significantly to the overall results of the third quarter of either 2014 or 2013.

        Cost of services.    Our cost of services was $25,071,320 for the three months ended September 30, 2014, compared to $18,492,618 for the same period of 2013, an increase of 35.6%. As a percentage of revenues, cost of services was 96.1% for the three months ended September 30, 2014, compared to 87.6% for the same period of 2013. This increase was largely due to our operation of more crews in the United States, an increase in shot-hole work during the quarter, which carries higher costs and lower margins than vibroseis work, and the continued softness in the seismic market.

        Selling, general, and administrative expenses.    SG&A expenses were $2,288,412 for the three months ended September 30, 2014, compared to $2,391,946 for the same period of 2013, a decrease of 4.3%. SG&A expense as a percentage of revenues was 8.8% for the three months ended September 30, 2014, compared with 11.3% for the same period of 2013.

        Depreciation and amortization expense.    Depreciation and amortization expense was $4,708,500 for the three months ended September 30, 2014, compared to $6,057,092 for the same period of 2013, a decrease of 22.3%. This decrease was primarily attributable to lower capital expenditures beginning in 2013. Depreciation and amortization expense as a percentage of revenues was 18.0% for the three months ended September 30, 2014, compared to 28.7% for the same period of 2013.

        Loss from operations.    Loss from operations was $5,973,323 for the three months ended September 30, 2014, compared to income from operations of $5,826,611 for the same period of 2013. This increase was primarily attributable to higher cost of services as a percentage of revenues, partially offset by lower depreciation expense as discussed above. EBITDA decreased $1,495,304 to ($1,264,823) for the three months ended September 30, 2014, from $230,481 for the same period of 2013. This decrease was a result of those factors mentioned above. For a definition of EBITDA, a reconciliation of EBITDA to net income and a discussion of EBITDA, please refer to the section entitled "EBITDA" found below.

        Interest expense.    Interest expense was $148,770 for the three months ended September 30, 2014, compared to $275,509 for the same period of 2013, a decrease of 46.0%. This decrease was primarily attributable to our continuing payment of notes payable for purchases of seismic acquisition equipment, including the repayment in full of a note in each of February 2013, September 2013, December 2013, and August 2014.

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        Income tax benefit.    Income tax benefit was $2,112,616 for the three months ended September 30, 2014, compared to income tax benefit of $2,150,433 for the same period of 2013. The effective tax benefit rate was 34.5% for the three months ended September 30, 2014 compared to 35.2% for the same period of 2013.

Year Ended December 31, 2013, Compared to Year Ended December 31, 2012

        Revenues.    Our revenues were $134,534,540 for the year ended December 31, 2013, compared to $196,317,215 for the same period of 2012, a decrease of 31.5%. Revenues for the 12 months ended December 31, 2013 decreased due to the softening in the seismic market that began early in 2013, our operation of fewer crews in the United States and Canada during the second, third, and fourth quarters of 2013 as compared to the same period of 2012, and severe weather conditions in many or our key markets in the United States and Canada during the fourth quarter of 2013. In 2013 in the United States, we operated nine crews in the first quarter, began the second quarter operating nine crews and ended the second quarter operating two crews. We started the third quarter with three crews and ended the quarter operating five crews which we continued operating during the fourth quarter of 2013. In Canada, we operated six crews in the first quarter of 2013, began the second quarter operating six crews, and ended the quarter operating two crews. We operated no crews in Canada during the third quarter of 2013 and started and ended the fourth quarter operating three crews. This compares to 2012 when we operated eight seismic crews in the United States during the first and second quarters, added a ninth crew in the third quarter, and continued operating nine crews during the fourth quarter of 2012. We operated seven seismic crews in Canada during the first quarter, two crews during the second quarter, the equivalent of 1.5 crews during the third quarter, and five crews during the fourth quarter of 2012.

        Cost of services.    Our cost of services was $107,675,356 for the year ended December 31, 2013, compared to $135,279,937 for the same period of 2012, a decrease of 20.4%. This decrease is attributable to operating fewer crews. When a crew is shut down, several key crew members continue as paid employees of the Company (to retain their skill sets), and the majority of the crew is laid off without pay. As a percentage of revenues, cost of services was 80.0% for the year ended December 31, 2013, and 68.9% for the year ended December 31, 2012. This increase was primarily attributable costs we incurred as we idled several crews in the United States in the second and third quarters due to the softening in the seismic market, adverse weather conditions in the United States and Canada, an increase in higher cost shot-hole work, and land permitting issues in Canada in the fourth quarter of 2013.

        Selling, general, and administrative expenses.    SG&A expenses were $9,593,068 for the year ended December 31, 2013, compared to $8,755,270 for the same period of 2012, an increase of 9.6%. This increase was primarily attributable to personnel additions and an increase in share-based compensation expense. SG&A expense as a percentage of revenues was 7.1% for the year ended December 31, 2013, and 4.5% for the year ended December 31, 2012, reflecting the decrease in revenues in 2013.

        Depreciation and amortization expense.    Depreciation and amortization expense was $24,644,190 for the year ended December 31, 2013, compared to $25,502,597 for the same period of 2012, a decrease of 3.4%. This decrease was primarily attributable to our maintenance capital expenditures policy adopted early in the first quarter of 2013. Depreciation and amortization expense as a percentage of revenues was 18.3% for the year ended December 31, 2013, compared to 13.0% for the same period of 2012 reflecting the decline in revenues in 2013.

        Income (loss) from operations.    Loss from operations was $7,378,074 for the year ended December 31, 2013, compared to income from operations of $26,779,411 for the year ended December 31, 2012. The decrease was attributable to idling of several crews in the United States in the second and third quarters of 2013 due to the softening in the seismic market, adverse weather

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conditions in the United States and Canada, an increase in shot-hole work which carries higher costs and lower margins than vibroseis work and land permitting issues in Canada in the fourth quarter of 2013.

        EBITDA decreased $35,015,892 to $17,266,116 for the 12 months ended December 31, 2013, from $52,282,008 for the same period of 2012, a decrease of 67.0%. This decrease was primarily a result of our net loss of $6,316,041 for 2013 compared to net income of $15,671,879 for the same period in 2012, and related decrease in income tax expense. For a definition of EBITDA, a reconciliation of EBITDA to net income, and discussion of EBITDA, refer to the section entitled "EBITDA" found below.

        Interest expense.    Interest expense was $1,091,476 for the year ended December 31, 2013, compared to $1,222,454 for the same period of 2012, a decrease of 10.7%. This decrease was primarily attributable to our pay off in 2013 of three notes payable incurred for the purchase of seismic equipment.

        Income tax (benefit) expense.    Income tax benefit was $2,153,509 for the year ended December 31, 2013, compared to income tax expense of $9,885,078 for the same period of 2012. This decrease was attributable to the net loss in 2013 as compared to net income in 2012. Income tax benefit for the year ended December 31, 2013 reflects the impact of state taxes, net of federal benefit, and permanent tax differences, including share based compensation. See Note H of the Notes to our Consolidated Financial Statements for the fiscal year ended December 31, 2013 included elsewhere in this joint proxy statement/prospectus.

Year Ended December 31, 2012, Compared to Year Ended December 31, 2011

        Revenues.    Our revenues were $196,317,215 for the year ended December 31, 2012, compared to $151,028,582 for the same period of 2011, an increase of 30.0%. Approximately 74% of the increase in revenues was attributable to continued improvement in the North American land seismic acquisition market and increased efficiencies of new wireless recording technology, and approximately 26% of the increase in revenues was attributable to our operation of additional seismic crews. We operated eight seismic crews in the United States during the first and second quarters, added a ninth crew in the third quarter, and continued operating nine crews during the fourth quarter of 2012, as compared to seven seismic crews in the United States during the first quarter, the addition of an eighth crew in the second quarter, and we continued operating eight crews during the third and fourth quarters of 2011. We operated seven seismic crews in Canada during the first quarter, two crews during the second quarter, the equivalent of 1.5 crews during the third quarter, and five crews during the fourth quarter of 2012, as compared to six seismic crews during the first quarter, two crews during the second and third quarters, and four crews during the fourth quarter of 2011.

        Cost of services.    Our cost of services was $135,279,937 for the year ended December 31, 2012, compared to $104,022,944 for the same period of 2011, an increase of 30.0%. Virtually all of this increase was attributable to strong revenue growth during 2012. As a percentage of revenues, cost of services was 68.9% for both the year ended December 31, 2012, and the year ended December 31, 2011.

        Selling, general, and administrative expenses.    SG&A expenses were $8,755,270 for the year ended December 31, 2012, compared to $9,626,679 for the same period of 2011, a decrease of 9.0%. This decrease was primarily attributable to $2,117,950 of transaction costs incurred in 2011 related to terminated merger discussions, partially offset by increased compensation costs and recent staff additions to handle increased business activity. SG&A expense as a percentage of revenues was 4.5% for the year ended December 31, 2012, and 6.4% for the year ended December 31, 2011.

        Depreciation and amortization expense.    Depreciation and amortization expense was $25,502,597 for the year ended December 31, 2012, compared to $19,214,069 for the same period of 2011, an increase

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of 32.7%. This increase was primarily attributable to capital expenditures of approximately $57,108,000 for the 12 months ended December 31, 2012. Depreciation and amortization expense as a percentage of revenues was 13.0% for the year ended December 31, 2012, compared to 12.7% for the same period of 2011.

        Income from operations.    Income from operations was $26,779,411 for the year ended December 31, 2012, compared to $18,164,890 for the same period of 2011. The increase was attributable to an increase in revenues, partially offset by increases in cost of services and depreciation expenses discussed above. EBITDA increased $14,903,049 to $52,282,008 for the 12 months ended December 31, 2012, from $37,378,959 for the same period of 2011, an increase of 39.9%. This increase was primarily a result of a $4,838,664 increase in net income, a $6,288,528 increase in depreciation, and a $3,337,828 increase in income tax expense. For a definition of EBITDA, a reconciliation of EBITDA to net income, and discussion of EBITDA, refer to the section entitled "EBITDA" found below.

        Interest expense.    Interest expense was $1,222,454 for the year ended December 31, 2012, compared to $784,425 for the same period of 2011, an increase of 55.8%. This increase was primarily attributable to additional debt of $22,202,000 incurred in 2012 for the purchase of additional GSR and GSX systems, channels, and other seismic equipment and vehicles. The increase was partially offset by our continuing principal payments of $11,338,000 on notes payable and capital lease obligations.

        Income tax expense.    Income tax expense was $9,885,078 for the year ended December 31, 2012, compared to $6,547,250 for the same period of 2011. This increase was attributable to the increase in pre-tax income in 2012 as compared to 2011. Income tax expense for the year ended December 31, 2012 reflects the impact of state taxes, net of federal benefit, and permanent tax differences, including share based compensation. See Note H of the Notes to our Consolidated Financial Statements for the fiscal year ended December 31, 2013 included elsewhere in this joint proxy statement/prospectus.

EBITDA

        EBITDA is a non-GAAP financial measure that we define as net income (loss) plus interest expense, income tax expense (benefit) and depreciation and amortization expense. We use EBITDA as a supplemental financial measure to assess:

        We also understand that EBITDA is used by investors to assess our performance. However, EBITDA is not a measure of operating income, operating performance, or liquidity presented in accordance with generally accepted accounting principles. When assessing our operating performance or our liquidity, you should not consider this data in isolation or as a substitute for our net income, cash flow from operating activities, or other cash flow data calculated in accordance with generally accepted accounting principles. EBITDA excludes some, but not all, items that affect net income and operating income, and these measures may vary among other companies. Therefore, EBITDA as presented below may not be comparable to similarly titled measures of other companies. Further, the results presented by EBITDA cannot be achieved without incurring the costs that the measure excludes: interest expense, income taxes, and depreciation and amortization expense.

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        The following tables reconcile our EBITDA to our net income (loss):

 
  Year Ended December 31,  
 
  2013   2012   2011  

Net income (loss)

  $ (6,316,041 ) $ 15,671,879   $ 10,833,215  

Depreciation and amortization expense

    24,644,190     25,502,597     19,214,069  

Interest expense

    1,091,476     1,222,454     784,425  

Income tax expense (benefit)

    (2,153,509 )   9,885,078     6,547,250  
               

EBITDA

  $ 17,266,116   $ 52,282,008   $ 37,378,959  
               
               

 

 
  Three Months Ended
September 30,
  Nine Months Ended
September 30,
 
 
  2014   2013   2014   2013  
 
  (Unaudited)
  (Unaudited)
 

Net loss

  $ (4,009,477 ) $ (3,951,687 ) $ (3,761,777 ) $ (1,604,244 )

Depreciation and amortization expense

    4,708,500     6,057,092     14,639,933     19,110,476  

Interest expense

    148,770     275,509     506,296     903,667  

Income tax expense (benefit)

    (2,112,616 )   (2,150,433 )   (1,954,251 )   158,537  
                   

EBITDA

  $ (1,264,823 ) $ 230,481   $ 9,430,201   $ 18,568,436  
                   
                   

Liquidity and Capital Resources

Cash Flows

        Net cash provided by operating activities was $19,709,387 for the nine months ended September 30, 2014, compared to $23,907,216 for the same period of 2013. The $4,197,829 decrease in cash flow from operating activities during the first nine months of 2014 from the same period of 2013 was principally attributable to a higher net loss, decreases in depreciation expense, trade accounts receivable, and cost and estimated earnings in excess of billings on uncompleted contracts, which were partially offset by a decrease in prepaid federal and state income tax and increases in, accounts payable, billings in excess of cost and estimated earnings on uncompleted contracts and income taxes payable.

        Net cash provided by operating activities was $22,969,342 for the year ended December 31, 2013, compared to $39,283,062 for the same period of 2012. The $16,313,720 decrease was principally attributable to a net loss of $6,316,041 in 2013 as compared to net income of $15,671,879 for the same period in 2012. The timing of billings and revenue recognition, the collections of accounts receivable, the timing of receipt and payment of invoices, federal and state income taxes payable, depreciation and amortization, and the mix of contracts account for the remainder of the decrease.

        Working capital decreased $511,396 to $17,196,767 as of September 30, 2014, from the December 31, 2013 working capital of $17,708,163. This decrease was primarily due to decreases of $1,756,513 in accounts receivable and, $3,909,198 in prepaid federal and state income taxes, and increases of $3,196,798 in accounts payable, and $1,878,055 in billings in excess of cost and estimated earnings on uncompleted contracts, partially offset by increases of $8,933,742 in cash and $2,307,353 in cost and estimated earnings on uncompleted contracts.

        Working capital increased $5,492,070 to $17,708,163 as of December 31, 2013, from the December 31, 2012, working capital of $12,216,093. This increase was due primarily to increases in cash and cash equivalents of $7,516,130 and $3,909,198 in prepaid federal and state income taxes, and decreases of $9,582,719 in trade accounts payable, $2,958,078 in accrued liabilities, $3,104,129 in billings

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in excess of costs and estimated earnings on uncompleted contracts, and $2,180,400 in current maturities of notes payable, partially offset by decreases in trade accounts receivable of $24,898,346 and $3,950,996 in costs and estimated earnings in excess of billings on uncompleted contracts.

        Net cash used in investing activities was $915,989 for the nine months ended September 30, 2014, and net cash used in investing activities was $159,943 for the nine months ended September 30, 2013. This change was due primarily to a decrease of $747,989 in proceeds from the sale of older property and equipment.

        Net cash used in investing activities was $667,498 for the year ended December 31, 2013, and $30,265,696 for the year ended December 31, 2012. This $29,598,198 decrease was due to a decrease in capital expenditures of $30,121,740 and a decrease in proceeds from the sale of property and equipment of $523,542.

        Net cash used in financing activities was $9,681,998 for the nine months ended September 30, 2014, and $11,121,765 for the nine months ended September 30, 2013. The decrease was due primarily to a decrease in principal payments on notes payable and capital lease obligations.

        Net cash used in financing activities was $14,996,672 for the year ended December 31, 2013, and $16,140,906 for the year ended December 31, 2012. The $1,144,234 decrease was due primarily to no cash dividend payment in 2013 as compared with the payment of cash dividends of $3,099,014 in 2012, partially offset by an increase in principal payments on notes payable of $2,004,365.

        During the nine months ended September 30, 2014, we acquired $7,516,313 of vehicles and equipment, which included the purchase in September 2014 of a 10,500-channel INOVA Hawk seismic data acquisition system and the additions to and replacement of similar vehicles and equipment. We financed these acquisitions by using a $6,096,173 note payable to a commercial bank to finance the INOVA Hawk system mentioned above, $1,258,607 of cash on hand and by incurring $161,533 in capital lease obligations from a vehicle leasing company. Although we do not budget for our capital expenditures, we may purchase additional equipment during 2014 should the demand for our services increase.

        Early during the year ended December 31, 2013 we adopted a maintenance capital expenditures program and incurred capital expenditures of $2,474,865, primarily to maintain existing equipment. During the year ended December 31, 2012, capital expenditures of $57,107,732 were used to acquire seismic equipment and vehicles, replace similar equipment and vehicles, and to purchase our fourth and fifth GSR systems consisting of a total of 14,200 channels and related equipment, our sixth GSR system with 13,000 channels, our first next-generation 3-channel GSX system with 8,000 stations, and seven new INOVA vibration vehicles. Cash of $31,970,418, notes of $22,201,800 from a commercial bank, and capital lease obligations from a vehicle leasing company of $2,935,514 were used to finance these acquisitions. This major investment should continue to bring us the benefits of these new technologies and allow us to be in a cash building mode in 2014. We may, however, purchase additional equipment during 2014 as the demand for our services warrants.

Liquidity

        Our primary sources of liquidity are cash generated from operations and short-term borrowings and leases from commercial banks and equipment lenders for capital expenditures. Based on current

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forecasts, we believe that we have sufficient available cash and borrowing capacity to fund our working capital needs over the next 12 months.

Capital Resources

        Historically, we have relied on cash generated from operations, short-term borrowings from commercial banks and equipment lenders, and loans from directors to fund our working capital requirements and capital expenditures.

        We have a revolving line of credit agreement with a commercial bank, pursuant to which we may borrow up to $5,000,000. The credit agreement was renewed for a one-year term on each of September 16, 2012, 2013 and 2014 and will expire on September 16, 2015. We intend to renew the revolving credit agreement prior to its expiration. Our obligations under this agreement are secured by a security interest in our accounts receivable. Interest on the outstanding amount under the revolving credit agreement is payable monthly at the greater of the prime rate of interest or five percent. As of September 30, 2014, we had no borrowings outstanding under the revolving credit agreement.

        At September 30, 2014, we had four outstanding notes payable to commercial banks for equipment purchases. The notes have interest rates between 3.50% and 4.60%, are due in monthly installments between $128,363 and $215,863 plus interest, have a total outstanding balance of $14,198,824 and are collateralized by equipment. One note payable with interest of 6.35% and monthly payments of $50,170 including interest was paid off in February 2013, and one note payable with interest of 5.00% and monthly payments of $59,581 including interest was paid off in September 2013. One note payable with interest of 5.00% and monthly payments of $82,950 plus interest was paid off in December 2013, and one note payable with interest of 4.50% and monthly payments of $187,934 plus interest was paid off in August 2014. These notes were collateralized by equipment.

        We also had three outstanding notes payable to finance companies for corporate insurance at September 30, 2014. The notes have interest rates between 4.00% and 4.95%, are due in monthly installments between $18,831 and $326,366 including interest, and have a total outstanding balance of $1,328,174.

        Our Houston sales office is in a 1,711-square foot facility. The monthly rent is currently $3,422. Our corporate office in Plano, Texas was increased from 8,523 square feet to 10,137 square feet of office space in March of 2012. The monthly rent is currently $15,206. We leased an 800-square foot facility in Oklahoma City, Oklahoma, as a sales office on a month-to-month basis, and the monthly rent was $665. This office was closed on October 31, 2013. We lease a 400-square foot facility in Pratt, Kansas, as a permit office on a month-to-month basis, and the current monthly rent is $500. In October of 2012, we expanded our Denison, Texas repair warehouse facility with the addition of a third 10,000-square foot building. The Denison, Texas, facility consists of one 5,000-square foot building, three 10,000-square foot adjacent buildings, and an outdoor storage area of approximately 60,500 square feet. The monthly rent is currently $14,438. We lease a 915-square foot office facility in Midland, Texas, as a sales office with a monthly rent of $1,296. Upon the acquisition of Eagle Canada, we assumed a lease for 3,030 square feet of office space located in Calgary, Alberta. The monthly rent is currently $11,922. In addition, Eagle Canada leases a 10,088-square foot facility, also located in Calgary, Alberta, that is used as a shop and warehouse. The monthly rent is currently $7,479. We also lease a storage and parking area adjacent to the Eagle Canada shop and warehouse. The monthly rent is currently $4,768. The Company is not responsible for insuring these facilities. The conditions of these facilities are good, and we believe that these properties are suitable and adequate for our foreseeable needs.

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Contractual Obligations

        The following table summarizes payments due in specific periods related to our contractual obligations as of December 31, 2013:

 
  Payments Due by Period  
Contractual Obligations
  Total   Within
1 Year
  1 - 2 Years   3 - 5 Years   After
5 Years
 
 
  (In thousands)
   
   
   
   
 

Operating lease obligations

  $ 1,831   $ 642   $ 468   $ 721   $  

Debt obligations

  $ 14,918   $ 8,435   $ 4,814   $ 1,669   $  

Capital lease obligations

  $ 2,325   $ 1,423   $ 756   $ 146   $  
                       

Total

  $ 19,074   $ 10,500   $ 6,038   $ 2,536   $  
                       
                       

        We believe that our capital resources, including our short-term investments, funds available under our revolving credit agreement, and cash flow from operations, will be adequate to meet our current operational needs. We believe that we will be able to finance our 2014 capital expenditures through cash flow from operations, borrowings from commercial lenders, and the funds available under our revolving credit agreement. However, our ability to satisfy working capital requirements, meet debt repayment obligations, and fund future capital requirements will depend principally upon our future operating performance, which is subject to the risks inherent in our business, and will also depend on the extent to which the current economic climate adversely affects the ability of our customers, and/or potential customers, to pay promptly amounts owed to us under their service contracts with us.

Off-Balance Sheet Arrangements

        As of September 30, 2014, we had no off-balance sheet arrangements.

Critical Accounting Policies

        The preparation of our financial statements in conformity with GAAP requires us to make certain assumptions and estimates that affect the reported amounts of assets and liabilities at the date of our financial statements and the reported amounts of revenues and expenses during the reporting period. Because of the use of assumptions and estimates inherent in the reporting process, actual results could differ from those estimates.

Revenue Recognition

        The Company provides seismic data acquisition survey services to its customers under general service agreements which define certain obligations for the Company and for its customers. We typically enter into a supplemental agreement setting forth the terms of each project, which may be cancelled by either party upon 30 days' advance written notice. These supplemental agreements are either "turnkey" agreements providing for a fixed fee to be paid for each unit of seismic data acquired or "term" agreements providing for a fixed hourly, daily, or monthly fee during the term of the project. Under both types of agreements, the Company recognizes revenues when services have been performed and revenue is realizable. Services are defined as the commencement of data acquisition. Revenues are deemed realizable when earned according to the terms of the contracts. Under turnkey agreements, the total number of units of seismic data to be gathered is set forth in the agreement. Revenue under turnkey agreements is recognized on a per unit of seismic data acquired rate as services are performed. Revenue under term agreements is recognized on a per unit of time worked rate as services are performed based on the time worked rate provided in the term agreement. In the event of a cancelled contract, revenue is recognized and the client is billed for services performed to the date of contract cancellation. When it becomes evident that the estimates of total costs to be incurred on a contract will

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exceed the total estimates of revenue to be earned, an estimated loss is recognized in the period in which the loss is identifiable. The asset "Cost and estimated earnings in excess of billings on uncompleted contracts" represents cost incurred on turnkey agreements in excess of billings on those agreements. The liability "Billings in excess of costs and estimated earnings on uncompleted contracts" represents billings on turnkey agreements in excess of cost on those agreements.

Accumulated Other Comprehensive Income

        Comprehensive income is a measure of income which includes both net income and other comprehensive income or loss. Other comprehensive income or loss results from items deferred from recognition in the statement of earnings, which consists solely of foreign currency translation adjustments. Accumulated other comprehensive income (loss) is presented on the Company's consolidated balance sheet as a part of stockholder's equity. In addition, the Company reports comprehensive income and its components in a separate statement of comprehensive income.

        Foreign currency translation income or loss represents changes in foreign currency rates used to translate the assets, liabilities, revenues and expenses of the Company's international subsidiary from the local currency. These changes in foreign currency rates may never be realized or may only be partially realized upon the ultimate disposition, if any, of the international subsidiary. The Company's foreign investment is considered permanent in nature as there are no plans in the foreseeable future for divestiture.

Business Combinations

        We allocate the purchase price of acquired companies to the tangible assets acquired, liabilities assumed, and intangible assets acquired, based on their estimated fair values. The excess of the purchase price over these fair values is recorded as goodwill. We engage independent third-party appraisal firms to assist us in determining the fair values of assets acquired and liabilities assumed. Such valuations require management to make significant estimates and assumptions.

Allowance for Doubtful Accounts

        We prepare our allowance for doubtful accounts receivable based on our past experience of historical write-offs, our current customer base, and our review of past due accounts. The inherent volatility of the energy industry's business cycle can cause swift and unpredictable changes in the financial stability of our customers. In 2013, 2012 and 2011, no allowances were necessary.

Impairment of Long-lived Assets

        We review long-lived assets for impairment when triggering events occur suggesting deterioration in the assets' recoverability or fair value. Recognition of an impairment charge is required if future expected net cash flows are insufficient to recover the carrying value of the asset. Our forecast of future cash flows used to perform impairment analysis includes estimates of future revenues and profitability based on our historical results and analysis of future oil and natural gas prices which are fundamental to assessing demand for our services. If we are unable to achieve these cash flows, our estimates will be revised which could result in an impairment charge for the period of revision.

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Depreciable Lives of Property, Plant, and Equipment

        Our property, plant, and equipment are capitalized at historical cost and depreciated over the useful life of the asset. Our estimate of this useful life is based on circumstances that exist in the seismic industry and information available at the time of the purchase of the asset. The technology of the equipment used to gather data in the seismic industry has historically evolved such that obsolescence does not occur quickly. As circumstances change and new information becomes available, these estimates could change. We amortize these capitalized items using the straight-line method. Capital assets are depreciated over their useful lives ranging from one to seven years, depending on the classification of the asset.

Tax Accounting

        We account for our income taxes in accordance with the recognition of amounts of taxes payable or refundable for the current year and an asset and liability approach in recognizing the amount of deferred tax liabilities and assets for the future tax consequences of events that have been recognized in our financial statements or tax returns. We determine deferred taxes by identifying the types and amounts of existing temporary differences, measuring the total deferred tax asset or liability using the applicable tax rate, and reducing the deferred tax asset by a valuation allowance if, based on available evidence, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Our methodology for recording income taxes requires judgment regarding assumptions and the use of estimates, including determining our annual effective tax rate and the valuation of deferred tax assets, which can create a variance between actual results and estimates and could have a material impact on our provision or benefit for income taxes.

Share-Based Compensation

        We recognize the fair value of the stock-based compensation awards, including stock options and restricted stock, as wages in the consolidated statements of earnings on a straight-line basis over the vesting period of the related stock options or restricted stock awards. This has resulted in the recognition of compensation expense, relative to stock-based awards, in wages in the consolidated statements of earnings of approximately $973,000 or approximately $0.04 per share for the year ended December 31, 2013, and $601,000 or approximately $0.03 per share for the year ended December 31, 2012.

        Shares of restricted stock were issued to employees of the Company under the 2006 Stock Awards Plan as follows: 18,000 in August of 2007; 10,000 in June of 2008; 5,000 in July of 2009; 5,000 in May of 2010; 25,331 in November of 2011; 21,520 in December of 2011; 6,000 in January of 2012; 213,125 in August of 2012; and 6,000 in February of 2013. In June of 2013, 45,000 shares were rescinded from the August 2012 grant, and 30,000 shares were issued in their place. In addition, stock options were issued to employees of the Company under the 2006 Stock Awards Plan as follows: 335,000 in October of 2008; 135,000 in November of 2009; and 15,000 in November of 2011. No incentive stock options were granted to employees in 2010, 2012, or 2013. As of December 31, 2013, there was approximately $389,000 of unrecognized compensation expense related to our share-based compensation plan.


Recently Issued Accounting Pronouncements

        In July of 2012, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") No. 2012-02, Intangibles—Goodwill and Other (Topic 350)—Testing Indefinite-Lived Intangible Assets for Impairment ("ASU 2012-02"). This ASU provides entities with an option to first assess qualitative factors to determine whether events or circumstances indicate that it is more likely than not that the indefinite-lived intangible asset is impaired. If an entity concludes that it is more than 50% likely that an indefinite-lived intangible asset is not impaired, no further analysis is required.

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However, if an entity concludes otherwise, it would be required to determine the fair value of the indefinite-lived intangible asset to measure the amount of actual impairment, if any, as currently required under accounting principles generally accepted in the United States ("U.S. GAAP"). The ASU is effective for annual and interim impairment tests performed for fiscal years beginning after September 15, 2012. We adopted this update in the first quarter of 2013, and it did not have a significant effect on our consolidated financial statements and related disclosures.

        In July of 2013, the FASB issued ASU No. 2013-11, Income Taxes (Topic 740)—Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exists ("ASU 2013-11"). ASU 2013-11 clarifies the balance sheet presentation of an unrecognized tax benefit and was issued to resolve the diversity in practice that had developed in the absence any specific U.S. GAAP. ASU 2013-11 is applicable to all entities that have an unrecognized tax benefit due to a net operating loss carryforward, a similar tax loss, of a tax credit carryforward. The ASU is effective for fiscal years, and interim periods within those years, beginning after December 15, 2013, and does not create any new disclosure requirements. We adopted ASU 2013-11 on January 1, 2014, and it did not have a significant effect on our consolidated financial statements.

        In May 2014, the FASB issued ASU No. 2014-09, Revenue (Topic 606)Revenue from Contracts with Customers ("ASU 2014-09"). ASU 2014-09 supersedes nearly all existing revenue recognition guidance under U.S. GAAP and establishes a comprehensive revenue recognition standard for virtually all industries, including those that previously followed industry-specific guidance. The revenue standard's core principle is built on the contract between a vendor and a customer for the provision of goods and services. It attempts to depict the exchange of rights and obligations between the parties in the pattern of revenue recognition based on the consideration to which the vendor is entitled. Three basic transition methods are available—full retrospective, retrospective with certain practical expedients, and a cumulative effect approach. Under the third alternative, an entity would apply the new revenue standard only to contracts that are incomplete under legacy U.S. GAAP at the date of initial application (i.e., January 1, 2017) and recognize the cumulative effect of the new standard as an adjustment to the opening balance of retained earnings. That is, prior years would not be restated and additional disclosures would be required to enable users of the financial statements to understand the impact of adopting the new standard in the current year compared to prior years that are presented under legacy U.S. GAAP. ASU 2014-09 is effective for annual periods beginning after December 15, 2016, including interim periods therein. Early adoption is prohibited. We will adopt ASU 2014-09 on January 1, 2017. We will begin evaluating the impact of our pending adoption of ASU 2014-09 on our consolidated financial statements and have not yet determined the method by which we will adopt the standard in 2017.

Effect of Inflation

        We do not believe that inflation has had a material effect on our business, results of operations, or financial condition during the past three years.


Quantitative and Qualitative Disclosures About Market Risk

        We have not entered into any hedging agreements or swap agreements. Our principal market risk is the risk related to the concentration of our customers in the oil and natural gas industry. Since our customers are involved in the oil and natural gas industry, there may be a positive or a negative effect on our exposure to credit risk in that our customers may be similarly affected by changes in economic and industry conditions. For the year ended December 31, 2013, our largest customer accounted for approximately 12% of revenues. For the year ended December 31, 2012, our largest customer accounted for approximately 16% of revenues. For the year ended December 31, 2011, our largest customer accounted for approximately 17% of revenues. We conduct business in Canada which subjects

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us to a foreign currency exchange rate risk. Our results of operations and our cash flows could be impacted by changes in foreign currency exchange rates.

        We are exposed to foreign currency exchange risk, primarily through our operations in Canada. Certain transactions in Canada are exposed to economic losses in the event of adverse changes in the currency exchange rate. If the Canadian Dollar continues to appreciate with respect to the U.S. Dollar, our costs in Canada may increase. Currently, we do not use derivative financial instruments to offset the risk of foreign currency.

        For further information see "—Management's Discussion and Analysis of Financial Condition and Results of Operations," and "Risk Factors."


Financial Statements and Supplementary Data

        TGC's financial statements are submitted as a separate section of this joint proxy statement/prospectus. See "Financial Statements," commencing on page F-1 hereof.


Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

        None.


Directors, Executive Officers and Corporate Governance

Directors

        Set forth below is a brief biography of each of the current members of TGC's board of directors as of December 29, 2014:

Wayne A. Whitener, 63

        Director of the Company since 1984; President of the Company since July 1986; Chief Executive Officer of the Company since 1999; Chief Operating Officer of the Company from July 1986 to December 1998; Vice President of the Company from 1983 to July 1986; Director of Supreme Industries, Inc., a manufacturer of specialized truck bodies and shuttle buses, since 2008; and Director of Chase Packaging Corporation, a development stage company, since 2009. Mr. Whitener was selected to serve as a director of the Company because of his depth of understanding of the Company's operations, his strong leadership skills, his extensive employment experience with the Company, and his significant industry and management expertise.

Allen T. McInnes, Ph.D., 77

        Director of the Company since 1993; Chairman of the Board from July 1993 to March 2004 and Presiding Director of the Board since March 2004; Secretary of the Company from November 1997 to March 2004; Chief Executive Officer of the Company from August 1993 to March 1996; Director of Tetra Technologies, a chemical manufacturer, from 1993 to 2012; President and Chief Executive Officer of Tetra Technologies, Inc. from April 1996 to January 2000; Chairman of the Board, President, and Treasurer of Chase Packaging Corporation, a development stage company, since 1997; and Dean of the Rawls College of Business at Texas Tech University from September 2001 to September 2012 (retired). Dr. McInnes was selected to serve as a director of the Company due to his extensive background as an experienced leader of major organizations, his experience serving on the boards of other public companies, and his experience as chief executive officer of another public company. In addition, Dr. McInnes' experience as Dean of the Business School at Texas Tech University provides the Board with a link to developments in business management practices. Dr. McInnes qualifies as an "audit committee financial expert" under the guidelines of the Securities and Exchange Commission.

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William J. Barrett, 75

        Director of the Company since 1980; Secretary of the Company from 1986 to November 1997; President of W. J. Barrett Associates, Inc., an investment banking firm, since June 2009; President of Barrett-Gardner Associates, Inc., an investment banking firm, from November 2002 until June 2009; previously Senior Vice President of Janney Montgomery Scott LLC, an investment banking firm, from 1978 to 2002; Director, Executive Vice President, and Secretary of Supreme Industries, Inc., a manufacturer of specialized truck bodies and shuttle buses, since 1979; Director of Babson Corporate Investors, a closed-end investment company, since July of 2006; Director of Babson Participation Investors, a closed-end investment company, since July of 2006; Director of Chase Packaging Corporation, a development stage company, since 2001; and former Chairman of the Board and Director of Rumson-Fair Haven Bank and Trust Company, a New Jersey state independent commercial bank and trust company, from 2000 to June, 2012. Mr. Barrett brings to the Board of Directors of the Company keen business and financial judgment and an extraordinary understanding of the Company's business, history, and organization, as well as extensive leadership experience.

Herbert M. Gardner, 75

        Director of the Company since 1980; Executive Vice President of Barrett-Gardner Associates, Inc., an investment banking firm, from November 2002 until June 2009; and previously Senior Vice President of Janney Montgomery Scott LLC, an investment banking firm, from 1978 to 2002; Chairman of the Board of Supreme Industries, Inc. ("Supreme"), a manufacturer of specialized truck bodies and shuttle buses, since 1979; Chief Executive Officer of Supreme from 1979 to January 2011; President of Supreme from June 1992 to February 2006; Director of Chase Packaging Corporation, a development stage company, since 2001; former Director of Rumson-Fair Haven Bank and Trust Company, a New Jersey state independent, commercial bank and trust company, from 2000 to May 2013; former Director of Nu-Horizons Electronics Corp., an electronics component distributor, from 1984 until January 2011; and former Director of MKTG, Inc., a marketing and sales promotion company, from 1997 until January 2010. Mr. Gardner was selected to serve as a director of the Company due to his extensive management experience, his deep understanding of the Company and its history and organization, his strong leadership skills, his outstanding business and financial judgment, and his experience as chief executive officer of another public company.

Edward L. Flynn, 80

        Director of the Company since 1999; Owner of Flynn Meyer Company, a management company for the restaurant industry, since 1976; Director and Treasurer of Citri-Lite Co., a soft drink company, since 1994; Director of Supreme Industries, Inc., a manufacturer of specialized truck bodies and shuttle buses, since 2007; Director of Bioject Medical Technologies, Inc., a medical device company, since 2007; and Director of Chase Packaging Corporation, a development stage company, since 2007. Mr. Flynn is an experienced leader of large organizations and brings to the Board of Directors of the Company strong executive management skills and experience serving on the boards of other public companies.

Stephanie P. Hurtt, 70

        Director of the Company since 2007; Member of Finance Committee of McKee Botanical Garden since 2006; Member of Board of Directors and First Vice-President of McKee Botanical Garden since 2008; Member of Indian River Medical Center Foundation Advisory Board; former Treasurer of Navesink River Auxiliary for Riverview Hospital; former Assistant in the Development Office and Secretary to the Headmaster of The Rumson Country Day School; and recipient of B.S., Business Administration from Simmons College, Boston, MA. Ms. Hurtt was selected to serve as a director of

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the Company due to her experience serving on the boards of other organizations through which she has exhibited significant leadership experience.

Independence

        The Board of Directors has determined that the following four directors have no material relationship with the Company that would interfere with the exercise of independent judgment and are "independent directors" as that term is defined in NASDAQ's listing standards: Allen T. McInnes, Herbert M. Gardner, Edward L. Flynn, and Stephanie P. Hurtt.

Compensation Committee Interlocks and Insider Participation

        During 2013, the members of the Compensation Committee were Dr. McInnes, Mr. Gardner, Mr. Flynn, and Ms. Hurtt. Messrs. Gardner and Whitener also serve as directors of Supreme Industries, Inc. ("Supreme"). Dr. McInnes and Messrs. Barrett, Gardner, Flynn, and Whitener also serve as directors of Chase Packaging Corporation ("Chase"). Mr. Barrett serves as Executive Vice President (Long Range and Strategic Planning), Assistant Treasurer and Secretary of Supreme. Dr. McInnes serves as President and Treasurer of Chase, Mr. Gardner serves as Vice President of Chase, and Mr. Barrett serves as Secretary of Chase.

Executive Officers

        Set forth below is a brief biography of each of the current executive officers of TGC:

Wayne A. Whitener, 63, Chief Executive Officer, President and Director

        Director of the Company since 1984; President of the Company since July 1986; Chief Executive Officer of the Company since 1999; Chief Operating Officer of the Company from July 1986 to December 1998; Vice President of the Company from 1983 to July 1986; Director of Supreme Industries, Inc., a manufacturer of specialized truck bodies and shuttle buses, since 2008; and Director of Chase Packaging Corporation, a development stage company, since 2009.

Daniel G. Winn, 64, Executive Vice President

        Executive Vice President of the Company since November 2009; Vice President of the Company from June 2004 to November 2009; Operations Manager of the Company from August 1997 to June 2004; Operations Supervisor of the Company from January 1990 to August 1997; and Operations Supervisor for Halliburton Geophysical from January 1988 to January 1990.

James K. Brata, 59, Vice President, Chief Financial Officer, Secretary and Treasurer

        Secretary and Treasurer of the Company since March 2009; Chief Financial Officer of the Company since October 2008; Vice President of the Company since June 2008. Prior to joining the Company, Mr. Brata served in a variety of capacities at publicly traded companies including Sport Supply Group, Research Institute of America, a wholly owned subsidiary of Thomson Reuters Corporation, Compaq Computer Corporation, now part of Hewlett Packard Company, and Mitchell Energy and Development Corporation which was acquired by Devon Energy Corporation. Mr. Brata was also a consultant with KPMG LLP and Coopers & Lybrand, now PricewaterhouseCoopers LLP. Mr. Brata holds a B.S. degree in Accounting, a M.B.A. in finance, and is a Certified Public Accountant.

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Compensation Discussion and Analysis

Overview of Compensation

        The responsibilities of the Compensation Committee include establishing and implementing the Company's overall executive compensation philosophy. The Company's Chief Executive Officer recommends the compensation and bonuses for senior management, and the Board makes the final determination of the bonus amounts for all of the named executive officers. Throughout this Information About TGC, the individuals who served as the Company's Chief Executive Officer and President, Executive Vice President, and Vice President, Chief Financial Officer, Secretary, and Treasurer during 2013, included in the Summary Compensation Table, are referred to as the "named executive officers."

Compensation Philosophy and Objectives

        The primary objectives of our compensation policy are to build shareholder value and recognize the contributions each executive makes to the Company's success. In setting compensation levels, the Compensation Committee has established the following compensation philosophy and objectives for the Company's executive officers:

        The Compensation Committee reviews the Company's compensation philosophy and objectives each year to determine if revisions are necessary in light of market conditions, the Company's strategic goals, or other relevant factors. The Company's Chief Executive Officer, who is also a member of the Board, does not serve as a member of the Compensation Committee, but does participate in setting executive compensation other than his own. The Compensation Committee reviews the individual performance of each executive officer and the financial performance of the Company. The Compensation Committee also takes into account salary levels, bonus plans, stock incentive plans, and other compensation packages made available to executive officers of companies of similar size and nature.

        The Compensation Committee uses a variety of compensation elements to reach its compensation objectives, including current salary, bonus opportunity, and long term equity-based incentives, all of which are discussed in detail below. Specifically, the Compensation Committee believes that executive compensation should include the following three components:

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        The Compensation Committee reviews and approves, on an annual basis, annual compensation for executive officers, which compensation consists of base salary and bonus (discussed below). The Compensation Committee may request additional information and analysis and ultimately determines in its discretion whether to approve any recommended changes in compensation.

Annual Base Salary

        The Company pays its executive officers a base salary to remain competitive in the market. The base salaries are less performance-based than the annual cash bonuses and long-term equity-based incentives. During 2013, the base salaries of Messrs. Winn and Brata were increased to make them competitive in the market.

Annual Cash Bonus Opportunity

        In order to provide incentives for future annual performance, the Company believes that a meaningful portion of certain executive officers' and other key employees' compensation should be in the form of a cash incentive bonus. Cash incentive bonus payments are discretionary and are based primarily on the executive officer's contribution to the Company's profitability over the applicable performance measurement periods. The Company believes that profitability is the most useful measure of management's effectiveness in creating value for the shareholders of the Company. The Company's policy is to set aside in a bonus pool a portion of its pre-tax profit as determined by the Company's Chief Executive Officer and approved by the Board. No specific formula is used in making such bonus determinations to the individuals eligible to participate in the bonus pool, but senior management recommends to the Compensation Committee the allocation of the bonus pool based on each employee's contribution to the Company's profitability during the year. In measuring each employee's contribution to the Company's profitability, the Compensation Committee relies on personal qualitative factors (such as effective leadership and communication) rather than quantitative performance goals of the Company (such as specific revenue or earnings targets).

        Messrs. Whitener, Winn, and Brata are the three named executive officers who were eligible for annual cash bonuses under the Company's bonus plan in 2013. The Compensation Committee determined to award Mr. Whitener a cash bonus of $200,000 in January 2014, and Messrs. Winn and Brata cash bonuses of $50,000 each in December 2013. These bonuses were paid out of the bonus pool based on each named executive officer's contributions to the Company's 2013 profitability, as measured using the personal qualitative factors considered by the Compensation Committee. The bonus received by Mr. Whitener is determined by the Board of Directors (other than Mr. Whitener) based upon the results of the Company's operations for the preceding year. The bonuses received by Messrs. Winn and Brata are determined by the Board of Directors (including Mr. Whitener).

Long-Term Equity-Based Incentives

        The Company believes that the best way to align the interests of the executive officers and its shareholders is for such officers to own a meaningful amount of its common stock. In order to reach

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this objective and to retain its executives, the Company grants equity-based awards to the executive officers under its 2006 Stock Awards Plan. On August 7, 2012, the Company granted Mr. Whitener 30,000 shares of restricted common stock, Mr. Winn 13,125 shares of restricted common stock, and Mr. Brata 13,125 shares of restricted common stock. On January 1, 2013, 25,000 shares of restricted common stock for Mr. Whitener vested, and 4,375 shares of restricted common stock vested for each of Messrs. Winn and Brata. On January 1, 2014, 2,625 shares of restricted common stock for Mr. Whitener vested. On January 1, 2014, 4,593 of restricted common stock vested for each of Messrs. Winn and Brata. On January 1, 2015, the remaining 2,625 shares of restricted common stock for Mr. Whitener will vest. On January 1, 2015, the remaining 4,593 shares of restricted common stock for each of Messrs. Winn and Brata will vest. The equity-based awards were granted to the executive officers based upon the results of the Company's operations for 2012. In 2013 there were no long term equity based awards to executive officers of the Company.

Perquisites

        The Company provides limited perquisites to executive officers, including the named executive officers, in order to facilitate the successful achievement of their and the Company's performance. These perquisites include car allowances and insurance premiums. In addition, the Company's President and Chief Executive Officer receives additional perquisites related to certain club memberships and tax preparation services.

Medical and Other Welfare Benefits

        The Company's executives, along with all other employees, are eligible to participate in medical, dental, vision, life, accidental death and disability, long-term disability, short-term disability, 401(k) plan matches, and any other employee benefit made available to employees.

Employment Agreements

        The Board of Directors has determined that it is appropriate to reinforce and encourage the continued attention and dedication of the Company's President and Chief Executive Officer to his assigned duties without distraction in potential circumstances arising from the possibility of a change in control of the Company. Accordingly, on April 13, 2012, the Company entered into an employment agreement with Mr. Whitener that provides for the payment of certain compensation if Mr. Whitener's employment with the Company is terminated under one of the circumstances described in the agreement other than for cause, for good reason, or following a change in control of the Company. See definitions of "cause," "good reason" and "change in control" in the Executive Compensation section under "Discussion Regarding Summary Compensation Table and Grants of Plan-Based Awards Table—Employment Contract." The Company considers the compensation that would be payable under the agreement upon termination in such cases to be appropriate in light of the industry in which it is engaged and the uncertain length of time necessary to find new employment, including the assurance of severance and benefits for Mr. Whitener upon termination. See "Executive Compensation—Potential Payments. Upon Termination or Change in Control" for information about estimated payments and benefits that would be paid to Mr. Whitener in such event. The level of payments and benefits provided under Mr. Whitener's employment agreement are considered appropriate. These benefits are recognized as part of the total compensation package and are reviewed periodically, but are not specifically considered by the Compensation Committee when making changes in base salary, annual incentive compensation, or long-term incentive compensation. The Company does not have severance agreements with named executive officers other than in connection with Mr. Whitener's employment agreement.

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        In connection with entering into the merger agreement, on October 8, 2014, the Company amended and restated the employment agreement of Mr. Whitener and entered into employment agreements with Messrs. Winn and Brata. Each of these employment agreements becomes effective upon consummation of the merger. See "The Employment Agreements" for more information concerning these employment agreements.

2006 Stock Awards Plan

        Pursuant to the 2006 Stock Awards Plan, upon a "change in control," the unvested stock options and restricted stock of all employees, including the executive officers, vest immediately. See the definition of "change in control" set forth in "Compensation Information—Discussion Regarding Summary Compensation Table and Grants of Plan-Based Awards Table—2006 Stock Awards Plan."

        The "change in control" provisions in the 2006 Stock Awards Plan help prevent employees from being distracted by rumored or actual changes in control. The "change in control" provisions provide:

        The 2006 Stock Awards Plan provides for the vesting of stock options and restricted stock for all employees upon a "change in control" for the following reasons:

Role of Shareholder Say-on-Pay Votes

        In June 2013, the Company held a shareholder advisory vote on the compensation of its named executive officers as described in the 2013 Proxy Statement, commonly referred to as a say-on-pay vote. The shareholders approved the named executive officers' compensation, with approximately 68% of the shares present in person or represented by proxy and entitled to vote at the annual meeting voting in favor of the 2013 say-on-pay resolution. As the Company evaluated its compensation practices and talent needs throughout 2013, it was mindful of the support shareholders expressed for its pay for performance compensation philosophy. As a result, following its annual review of executive compensation, the Compensation Committee decided to maintain a consistent approach to executive compensation with an emphasis on long-term incentive compensation that rewards senior executives for delivering value for shareholders. In addition, the Compensation Committee considered ways to strengthen the pay for performance culture at the Company. In determining how often to hold a shareholder advisory vote on executive compensation, the Board of Directors took into account the strong preference for an annual vote.


Compensation Information

Summary Compensation Table

        The table below sets forth, on an accrual basis, all cash and cash equivalent remuneration paid by the Company during 2013, 2012, and 2011 to the Company's Chief Executive Officer, Chief Financial Officer and the Company's other executive officer who was serving as an executive officer at the end of

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2013, the "named executive officers." The individuals listed below are the only executive officers employed by the Company during 2013.

Name and Principal Position
(a)
  Year
(b)
  Base
Salary
($)
(c)
  Bonus
($)
(d)
  Stock
Awards
($)(1)
(e)
  All Other
Compensation
($)(2)
(f)
  Total
($)(3)
(g)
 

Wayne A. Whitener

    2013     350,000     200,000     242,400     16,253     808,653  

President and CEO

    2012     340,385     250,000     180,900     13,903     785,188  

    2011     300,000     200,000     150,000     12,191     662,191  

Daniel G. Winn

   
2013
   
208,000
   
50,000
   
   
11,266
   
269,266
 

Executive Vice President

    2012     200,000     100,000     79,144     11,002     390,146  

    2011     200,000     50,000     50,000     10,852     310,852  

James K. Brata

   
2013
   
199,956
   
50,000
   
   
9,838
   
259,794
 

CFO, Vice President, Secretary and

    2012     191,298     100,000     79,144     7,604     378,046  

Treasurer

    2011     179,687     50,000     25,000     6,918     261,605  

(1)
The amount shown in this column represents the aggregate grant date fair values of unrestricted stock awarded computed in accordance with FASB ASC Topic 718.

(2)
Includes (in addition to certain perquisites and personal benefits) the Company's matching contribution to its Section 401(k) Retirement Plan.

(3)
Includes columns (c), (d), (e) and (f).

All Other Compensation

        The following table describes each component of column (f) of the Summary Compensation Table.

 
  Year   Car
Allowance
($)
  Insurance
Premium
($)
  401(k)
Match
($)
  Club
Membership
($)
  Tax
Prep
($)
  Total
($)
 

Wayne A. Whitener

    2013     3,512     792     10,200     1,054     695     16,253  

    2012     3,912     792     7,500     1,004     695     13,903  

    2011     4,488     792     5,259     957     695     12,191  

Daniel G. Winn

   
2013
   
4,013
   
792
   
6,461
   
   
   
11,266
 

    2012     4,088     792     6,122             11,002  

    2011     4,316     792     5,744             10,852  

James K. Brata

   
2013
   
1,557
   
516
   
7,765
   
   
   
9,838
 

    2012     1,324     516     5,764             7,604  

    2011     1,143     516     5,259             6,918  

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Grants of Plan-Based Awards

        The following table presents grants of equity awards under the 2006 Stock Awards Plan during the fiscal year ended December 31, 2013:

 
  Grant Date   All Other
Stock
Awards:
Number
of Shares
of Stock
(#)
  Grant Date
Fair Value of
Stock
Awards
($/Sh)(1)
  Total
($)
 

Wayne A. Whitener

  06/25/2013     30,000     8.08     242,400  

Daniel G. Winn

               

James K. Brata

               

(1)
The grant date fair value of stock awards is based on the mean of the opening and closing share price on the date of grant.

Discussion Regarding Summary Compensation Table and Grants of Plan-Based Awards Table

Employment Contract

        On April 13, 2012, the Company entered into an Amended and Restated Employment Contract (the "Restated Employment Contract") with Mr. Whitener. The term of the Restated Employment Contract is effective from March 1, 2012 to February 28, 2015, with the option to renew for successive one-year terms. Under the Restated Employment Contract, Mr. Whitener will receive: (1) a minimum base salary of $350,000 per year; and (2) an annual performance bonus of up to 100% of his annual base salary then in effect if approved by the Board of Directors. Pursuant to the Restated Employment Contract, upon termination of Mr. Whitener by the Company other than for "cause," or if Mr. Whitener terminates the Restated Employment Contract for "good reason," Mr. Whitener will receive the remaining portion of his base salary through February 28, 2015, plus his proportionate share of the performance bonus. In addition, Mr. Whitener will receive payments related to his Company automobile and key employee deferred compensation benefits. Pursuant to the Restated Employment Contract, if Mr. Whitener is terminated by the Company for "cause," or if he terminates his employment for other than "good reason," Mr. Whitener will not receive any future payments under the Restated Employment Contract other than any amounts accrued to him as of the date of termination. In the event of a "change in control" of the Company that results in the termination of Mr. Whitener's employment by the Company without "cause" or by Mr. Whitener for "good reason," Mr. Whitener will receive a lump sum payment equal to 2.99 times his then present annual base salary.

        The Restated Employment Contract contains a confidentiality provision that is effective during and after Mr. Whitener's employment with the Company and a non-competition provision that is effective for a minimum of one year after the termination of his employment for any reason (including termination resulting from a "change in control" of the Company).

        "Cause" is generally defined as Mr. Whitener's (i) absence from the Company's offices for any successive period of 61 business days or for a total of 90 business days in any one of the Company's fiscal years, (ii) commission of an act of gross negligence in the performance of his duties or obligations under the Restated Employment Contract, (iii) commission of any act of fraud, malfeasance, disloyalty, or breach of trust against the Company, or failure to observe any covenant in the Restated Employment Contract, (iv) refusal, or substantial inability, to perform the duties assigned to him pursuant to the Restated Employment Contract, (v) death or affirmative indication in writing that he no longer intends to abide by the terms of the Restated Employment Contract, or (vi) acts of moral turpitude or dishonesty in the Company's affairs, gross insubordination or the equivalent, or

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violation or failure to comply with any of the material provisions of the Restated Employment Contract.

        "Good reason" is generally defined as (i) the Company's material breach of the Restated Employment Contract, (ii) the Company's assignment to Mr. Whitener of any duties materially inconsistent with his position, authority, duties, or responsibilities contemplated in the Restated Employment Contract, or (iii) a "change in control" in which Mr. Whitener elects not to remain with the Company.

        "Change in control" is generally defined as a change in the ownership of the Company or a change in the ownership of a substantial portion of the Company's assets.

2006 Stock Awards Plan

        The 2006 Stock Awards Plan originally became effective on March 30, 2006 and was amended effective April 12, 2010. The 2006 Stock Awards Plan provides for the granting of stock options, common stock, and restricted stock, and authorizes the issuance of 3,000,000 shares of common stock. A maximum of 80,000 shares may be granted in any one year in the form of any award to any one participant, of which a maximum of (i) 50,000 shares may be granted to a participant in the form of stock options and (ii) 30,000 shares may be granted to a participant in the form of restricted stock. Employees (including any employee who is also a director or an officer), consultants, and outside directors of the Company or its subsidiaries whose judgment, initiative, and efforts contributed to or may be expected to contribute to the successful performance of the Company are eligible to participate in the 2006 Stock Awards Plan.

        Under the 2006 Stock Awards Plan, all awards vest upon a change in control. "Change in control" means any of the following, except as otherwise provided herein: (i) any consolidation, merger, or share exchange of the Company in which the Company is not the continuing or surviving corporation or pursuant to which shares of the Company's common stock would be converted into cash, securities, or other property, other than a consolidation, merger, or share exchange of the Company in which the holders of the Company's common stock immediately prior to such transaction have the same proportionate ownership of common stock of the surviving corporation immediately after such transaction; (ii) any sale, lease, exchange, or other transfer (excluding transfer by way of pledge or hypothecation) in one transaction or a series of related transactions, of all or substantially all of the assets of the Company; (iii) the shareholders of the Company approve any plan or proposal for the liquidation or dissolution of the Company; (iv) the cessation of control (by virtue of their not constituting a majority of directors) of the Board by the individuals (the "Continuing Directors") who (x) at the date of the 2006 Stock Awards Plan were directors or (y) become directors after the date of the 2006 Stock Awards Plan and whose election or nomination for election by the Company's shareholders was approved by a vote of at least two-thirds of the directors then in office who were directors at the date of the 2006 Stock Awards Plan or whose election or nomination for election was previously so approved; (v) the acquisition of beneficial ownership (within the meaning of Rule 13d-3 under the 1934 Act) of an aggregate of 50% or more of the voting power of the Company's outstanding voting securities by any person or group (as such term is used in Rule 13d-5 under the 1934 Act) who beneficially owned less than 50% of the voting power of the Company's outstanding voting securities on the date of the 2006 Stock Awards Plan; provided, however, that notwithstanding the foregoing, an acquisition shall not constitute a change in control under the 2006 Stock Awards Plan if the acquirer is (x) a trustee or other fiduciary holding securities under an employee benefit plan of the Company and acting in such capacity, (y) a subsidiary of the Company or a corporation owned, directly or indirectly, by the shareholders of the Company in substantially the same proportions as their ownership of voting securities of the Company or (z) any other person whose acquisition of shares of voting securities is approved in advance by a majority of the Continuing Directors; or (vi) in a Title 11

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bankruptcy proceeding, the appointment of a trustee or the conversion of a case involving the Company to a case under Chapter 7.

        Under the 2006 Stock Awards Plan, upon a participant's death or total and permanent disability, the portion of the participant's awards that would have vested had the participant remained employed through the vesting date immediately following the date of such death or total and permanent disability shall be immediately vested. "Total and permanent disability" means a participant is qualified for long-term disability benefits under the Company's disability plan or insurance policy; or, if no such plan or policy is then in existence or if the participant is not eligible to participate in such plan or policy, that the participant, because of a physical or mental condition resulting from bodily injury, disease, or mental disorder is unable to perform his or her duties of employment for a period of six (6) continuous months, as determined in good faith by the committee of the Board of Directors administering the 2006 Stock Awards Plan, based upon medical reports or other evidence satisfactory to the committee.

General

        Base salary paid and the amount of cash bonuses paid for 2013 represented from 68.0% to 96.2% of the named executive officers' total compensation as presented in the Summary Compensation Table with the percentages being as follows: Mr. Whitener—68.0%; Mr. Winn—95.8%; and Mr. Brata—96.2%.

        On January 14, 2014, the Compensation Committee awarded Mr. Whitener 15,000 shares of common stock. On July 31, 2014, the Compensation Committee awarded each of Messrs. Whitener, Winn and Brata an option to purchase 50,000 shares of common stock at an exercise price of $3.93 per share. One-third of each option vests on each of the first three anniversaries of the date of grant.

        The following table provides information about the holdings of stock options and restricted stock by the named executive officers at December 31, 2013.

 
  Stock Awards  
Name
  Number of
Shares or
Units of Stock
That Have
Not Vested
(#)
  Market Value
of Unearned
Shares or
Units of Stock
That Have
Not Vested
($)(3)
 

Wayne A. Whitener

    5,250 (1)   38,325  

Daniel G. Winn

    9,187 (2)   67,065  

James K. Brata

    9,187 (2)   67,065  

(1)
On January 1, 2014, one-half of the unvested restricted common stock, or 2,625 shares vested. On January 1, 2015, the remaining 2,625 shares will vest for Mr. Whitener.

(2)
On January 1, 2014, 4,593 shares of restricted common stock vested for each of Messrs. Winn and Brata. On January 1, 2015, the remaining 4,593 shares will vest for Messrs. Winn and Brata.

(3)
The market value of the unvested restricted common stock is based on the closing share price on December 31, 2013.

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Options Exercised and Stock Vested

        The following table sets forth certain information regarding the value realized upon the exercise of options by, and the vesting of restricted stock held by, the Company's named executive officers during the fiscal year ended December 31, 2013.

 
  Option Awards  
Name
  Number of Shares
Acquired
on Exercise
(#)
  Value Realized
on Exercise
($)
 

Wayne A. Whitener

         

Daniel G. Winn

    34,729     149,296  

James K. Brata

    34,729     149,296  

Potential Payments Upon Termination or Change in Control

        The Company entered into the Restated Employment Contract with Mr. Whitener on April 13, 2012. Pursuant to the terms of the Restated Employment Contract, the Company may be required to make certain payments to Mr. Whitener upon the occurrence of certain events resulting in Mr. Whitener's termination. For a detailed description of the events that may trigger such payments, see "Compensation Information—Discussion Regarding Summary Compensation Table and Grants of Plan-Based Awards Table—Employment Contract."

        The 2006 Stock Awards Plan provides for vesting of a participant's awards upon a change in control, the participant's death or the participant's total and permanent disability. If any of such events had occurred as of December 31, 2013, restricted stock granted to Messrs. Whitener, Winn and Brata would have vested having a market value of $38,325, $67,065 and $67,065, respectively.

        The Restated Employment Contract contains a confidentiality provision that is effective during and after Mr. Whitener's employment with the Company and a non-competition provision that is effective for a minimum of one year after the termination of his employment for any reason (including termination resulting from a "change in control" of the Company).

        Pursuant to the Restated Employment Contract, upon termination of Mr. Whitener by the Company other than for "cause," or if Mr. Whitener terminates the Restated Employment Contract for "good reason," Mr. Whitener will receive the remaining portion of his base salary through February 28, 2015 in a lump sum, plus his proportionate share of the performance bonus. In addition, Mr. Whitener will receive payments related to his Company automobile and key employee deferred compensation benefits. Pursuant to the Restated Employment Contract, if Mr. Whitener is terminated by the Company for "cause," or if he terminates his employment for other than "good reason," Mr. Whitener will not receive any future payments under the Restated Employment Contract other than any amounts accrued to him as of the date of termination. In the event of a "change in control" of the Company that results in the termination of Mr. Whitener's employment by the Company without "cause" or by Mr. Whitener for "good reason" within 90 days of the change in control, Mr. Whitener will receive a lump sum payment equal to 2.99 times his then present annual base salary.

        See the definitions of "cause," "good reason" and "change in control" set forth in "Executive Compensation—Discussion Regarding Summary Compensation Table and Grants of Plan-Based Awards Table—Employment Contract."

        Pursuant to the 2006 Stock Awards Plan, upon a change in control, all unvested awards shall vest. See the definition of "change in control" set forth in "Compensation Information—Discussion Regarding Summary Compensation Table and Grants of Plan-Based Awards Table—2006 Stock Awards Plan."

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        To describe the payments and benefits that are triggered for each event of termination, we have created the following table estimating the payments and benefits that would be paid to Mr. Whitener under each element of our compensation program assuming that Mr. Whitener's Restated Employment Contract terminated and/or there was a change in control on December 31, 2013, the last day of our 2013 fiscal year. In all cases, the amounts were valued as of December 31, 2013, based upon, where applicable, an estimated fair value of our common stock of $7.30 per share. The amounts in the following table are calculated as of December 31, 2013 pursuant to Securities and Exchange Commission rules and are not intended to reflect actual payments that may be made. Actual payments that may be made will be based on the dates and circumstances of the applicable event.

Wayne A. Whitener Executive Benefits and
Payments Upon Termination
  Termination
Without
Cause/With
Good Reason
  CIC
Termination
  CIC Without
Termination
  Disability   Death  

Compensation:

                               

Base Salary

  $ 350,000   $ 1,046,500   $ 350,000          

Performance Bonus

        200,000 (2)            

Vesting Equity

              $ 38,325 (3) $ 38,325 (3)

Benefits and Perquisites:

                           

Company Automobile

    9,065 (1)                
                       

Total

  $ 359,065   $ 1,246,500   $ 350,000   $ 38,325   $ 38,325  
                       
                       

(1)
This automobile is leased by the Company and made available to Mr. Whitener. In the event of the termination of Mr. Whitener's employment for any reason other than for cause, Mr. Whitener will be able to receive an assignment of the lease by paying $10 cash. The above number represents the excess of the current fair market value of this vehicle over the liability under the lease (less the $10 payment).

(2)
Any year-end bonus to Mr. Whitener is determined at the discretion of the Company's Board of Directors.

(3)
Represents the vesting of 5,250 shares of restricted stock, which accelerates upon a change in control or the death or disability of Mr. Whitener.

Director Compensation

        For services performed in 2013, each outside director received fees of $67,000, consisting of $28,000 representing quarterly cash payments of $7,000, and stock options with a value of $39,000. In addition, each outside director received $1,650 for each Board meeting attended and $825 for each committee meeting attended, respectively. The Chairman of the Audit Committee received an additional $11,000. Directors who are employees of the Company do not receive directors' fees.

        On July 31, 2014, each outside director received an option to purchase 37,500 shares of common stock at an exercise price of $3.93 per share. One-half of each option was vested on the date of grant, and the other half of each option vests on each of the first anniversary of the date of grant.

        On October 3, 2014, each director received a cash bonus of $37,500.

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        The following table provides information about the compensation earned by the outside members of the board of directors during fiscal year 2013.

Name
  Fees Earned
or Paid
In Cash
($)
  Option
Awards
($)(1)
  Total
($)
 

William J. Barrett

    39,100     39,000     78,100  

Edward L. Flynn

    43,225     39,000     82,225  

Herbert M. Gardner

    42,400     39,000     81,400  

Stephanie P. Hurtt

    43,225     39,000     82,225  

Allen T. McInnes

    54,225     39,000     93,225  

(1)
The amounts shown in this column represent the aggregate grant date fair values of stock options granted in 2013 computed in accordance with FASB ASC Topic 718. The amounts are calculated based on the number of stock options awarded multiplied by the calculated value of $1.97 per share as determined using a Binomial Lattice option pricing model. The assumptions made in the valuation of the share-based payments are contained in Note B to the Consolidated Financial Statements for the fiscal year ended December 31, 2013 beginning on page F-12.

(2)
As of December 31, 2013, the directors had stock options exercisable into the following numbers of shares of common stock: Dr. McInnes—70,127 shares; Mr. Barrett—70,127 shares; Mr. Flynn—70,127 shares; Mr. Gardner—70,127 shares and Ms. Hurtt—70,127 shares.


Transactions with Related Persons, Promoters and Certain Control Persons

        On January 18, 2008, the Company borrowed $2,602,075 from Rumson-Fair Haven Bank & Trust, which was later acquired by 1st Constitution Bank (the "Bank"). Additionally, on June 5, 2012, the Company borrowed an aggregate of $7,500,000 from several lenders in a syndicated transaction, $2,500,000 of which was loaned by the Bank. Messrs. Barrett and Gardner, who served as directors of the Company, also served as directors of the Bank. Mr. Barrett's term ended as Chairman of the Board and director in June, 2012 and Mr. Gardner's term ended in May, 2013. Mr. Barrett owned approximately 13% of the equity of the Bank, and Mr. Gardner owned approximately 1.5% - 2% of the equity of the Bank, prior to its acquisition by 1st Constitution Bank on February 7, 2014. The 2008 loan had an interest rate of 6.35% and was paid off on February 1, 2013. During 2013, the Company paid $243,327 in interest and $2,437,920 in principal on the 2012 loan, which bears interest at 4.60%. The Board believes that the terms of the 2012 loan are the same as would have resulted from arms-length negotiations with an unrelated third party.

        It is the Company's policy that the Audit Committee or the entire board of directors approve or ratify transactions involving directors, executive officers, or principal shareholders, or members of their immediate families or entities controlled by any of them, or in which they have a substantial ownership interest in which the amount involved exceeds $120,000 and that are otherwise reportable under Securities and Exchange Commission disclosure rules. Management advises the Audit Committee on a regular basis and seeks their approval of any such transaction that is proposed to be entered into or continued.

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Security Ownership of Certain Beneficial Owners and Management

        The following table sets forth the names and number of shares of common stock beneficially owned as of December 29, 2014, by (i) those persons who are known to the Company to be the beneficial owner(s) of more than five percent (5%) of the common stock, (ii) each of the Company's directors and named executive officers and (iii) all directors and executive officers of the Company as a group. Except as otherwise indicated, the beneficial owners listed in the table below possess the sole voting and dispositive power in regard to such stock and have an address of c/o TGC Industries, Inc., 101 E. Park Blvd., Ste. 955, Plano, TX 75074. As of December 29, 2014, there were 21,997,007 shares of TGC common stock outstanding. The following table also sets forth number of shares of TGC common stock that will be beneficially owned and percentage of ownership of each of such persons following consummation of the merger and the 1-for-3 reverse stock split, assuming that an aggregate of 14,255,220 shares of common stock will be issued in the merger, which TGC understands will result in a change in control of TGC.

        The following tabulation also includes common stock covered by vested options granted under the Company's 2006 Stock Awards Plan, which options are collectively referred to as "stock options." The stock options have no voting or dividend rights.

 
  As of December 29, 2014   After Giving Effect to the Merger and
the Reverse Stock Split(1)
 
Name
  Number of
Shares of
Common
Stock
Beneficially
Owned
  Approximate
% of
Class(2)
  Number of
Shares of
Common
Stock
Beneficially
Owned
  Approximate
% of
Class(2)
 

Directors and Officers

                         

Wayne A. Whitener

    20,250 (3)   *     6,750 (3)   *  

William J. Barrett

    2,159,797 (4)(5)   9.78 %   719,935 (4)(5)   3.33 %

Herbert M. Gardner

    882,079 (4)(6)   4.00 %   294,027 (4)(6)   1.36 %

Allen T. McInnes

    1,100,087 (4)   4.98 %   366,696 (4)   1.70 %

Edward L. Flynn

    1,734,003 (4)(7)   7.86 %   578,002 (4)(7)   2.67 %

Stephanie P. Hurtt

    430,796 (4)(8)   1.95 %   143,600 (4)(8)   *  

Daniel G. Winn

    81,739 (9)   *     27,247 (9)   *  

James K. Brata

    45,652 (9)   *     15,218 (9)   *  

All directors and officers as a group of eight (8) persons

    6,454,403 (3)(4)(5)(6)(7)(8)(9)   28.84 %   2,151,475 (3)(4)(5)(6)(7)(8)(9)   9.91 %

Certain Persons

   
 
   
 
   
 
   
 
 

Royce & Associates, LLC

    1,658,443 (10)   7.54 %   552,818 (10)   2.56 %

Thomson, Horstmann & Bryant, Inc. 

    1,357,968 (11)   6.17 %   452,656 (11)   2.10 %

Paradigm Capital Management, Inc. 

    1,194,344 (12)   5.43 %   398,115 (12)   1.85 %

Punch & Associates Investment Management, Inc. 

    1,182,904 (13)   5.38 %   394,302 (13)   1.83 %

*
Less than 1%

(1)
Assuming that 8,087,210 shares of common stock are issued in connection with the merger and that a reverse stock split at the ratio of 1-for-3 shares of common stock is effected.

(2)
The percentage calculations have been made in accordance with Rule 13d-3(d)(1) promulgated under the Securities Exchange Act of 1934, as amended. In making these calculations, shares of common stock beneficially owned by a person as a result of the ownership of certain stock options were deemed to be currently outstanding solely with respect to the holders of such stock options.

(3)
Includes 2,625 (875 post-reverse stock split) shares of restricted stock held by Mr. Whitener, which will vest on January 1, 2015, provided Mr. Whitener remains employed by the Company. Mr. Whitener has sole voting rights over all of his shares of restricted stock but has disposition rights over only those shares of restricted stock from which restrictions have been removed.

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(4)
Includes the number of shares of common stock underlying stock options set forth opposite the person's name in the following table, which shares are deemed to be beneficially owned for purposes hereof as a result of the ownership of stock options.

 
  Stock
Options
  Stock
Options
(Post-Reverse
Stock Split)
 

William J. Barrett

    76,796     25,599  

Herbert M. Gardner

    76,796     25,599  

Allen T. McInnes

    76,796     25,599  

Edward L. Flynn

    76,796     25,599  

Stephanie P. Hurtt

    76,796     25,599  
           

All directors and officers as a group

    383,980     127,995  
(5)
Includes 177,745 (59,249 post-reverse stock split) shares of common stock owned by William J. Barrett's wife. Mr. Barrett has disclaimed beneficial ownership of these shares.

(6)
Includes 80,453 (26,818 post-reverse stock split) shares of common stock owned by the Generation Skipping Marital Trust U/W/O Mary K. Gardner. Mr. Gardner has disclaimed beneficial ownership of these shares.

(7)
Includes 302,931 (100,977 post-reverse stock split) shares of common stock owned by Edward L. Flynn's wife. Mr. Flynn has disclaimed beneficial ownership of these shares. Also includes 30,387 (10,129 post-reverse stock split) shares held by Flynn Meyer PSP&T #1. Mr. Flynn has disclaimed beneficial ownership of these shares. Mr. Flynn is the Plan Administrator for Flynn Meyer PSP&T #1 and may be deemed to have voting and dispositive power over the shares held by Flynn Meyer PSP&T #1.

(8)
Includes 40,363 (13,455 post-reverse stock split) shares owned by the William C. Hurtt Jr. Family GST Exempt Trust. Ms. Hurtt has disclaimed beneficial ownership of these shares.

(9)
Includes 4,593 (1,531 post-reverse stock split) shares of restricted stock for each of Messrs. Winn and Brata, which will vest on January 1, 2015, provided the recipient remains employed by the Company. Messrs. Winn and Brata have sole voting rights over all of their shares of restricted stock but have disposition rights over only those shares of restricted stock from which restrictions have been removed.

(10)
Royce & Associates, LLC ("Royce") filed a Schedule 13G/A on January 16, 2014, reporting that Royce owns and has sole voting and dispositive power over 1,658,443 (552,815 post-reverse stock split) shares of common stock. Royce's address is 745 Fifth Avenue, New York, NY 10151. All information presented above relating to Royce is based solely on the Schedule 13G/A.

(11)
Thomson Horstmann & Bryant, Inc., ("Thomson") filed a Schedule 13G on February 6, 2014 reporting that Thomson owns and has sole voting and dispositive power over 1,357,968 (452,656 post-reverse stock split) shares of common stock. Thomson's address is 501 Merritt 7, Norwalk, CT 06851. All information presented above relating to Thomson is based solely on the Schedule 13G.

(12)
Paradigm Capital Management, Inc. ("Paradigm") filed a Schedule 13G/A on February 14, 2014, reporting that Paradigm owns and has sole voting and dispositive power over 1,194,344 (398,115 post-reverse stock split) shares of common stock. Paradigm's address is Nine Elk Street, Albany, NY 12207. All information presented above relating to Paradigm is based solely on the Schedule 13G/A.

(13)
Punch & Associates Investment Management, Inc. ("Punch") filed a Schedule 13G on February 13, 2014, reporting that Punch owns and has sole voting and dispositive power over 1,182,904 (394,302 post-reverse stock split) shares of common stock. Punch's address is 3601 West 76th Street, Suite 225, Edina, MN 55436. All information presented above relating to Punch is based solely on the Schedule 13G.

        Depositories such as The Depository Trust Company (Cede & Company) as of December 29, 2014 held, in the aggregate, more than 5% of the common stock. TGC understands that such depositories hold such shares for the benefit of various participating brokers, banks, and other institutions which are entitled to vote such shares according to the instructions of the beneficial owners thereof. Except as noted in the table above, TGC has no reason to believe that any of such beneficial owners hold more than 5% of TGC's outstanding voting securities.

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MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES OF THE MERGER

General

        The following is a discussion of the material U.S. federal income tax consequences of the merger to U.S. holders (as defined below) of Dawson common stock and is the opinion of Baker Botts and Haynes and Boone insofar as it relates to matters of U.S. federal income tax law and legal conclusions with respect to those matters. These opinions of counsel are confirmed in short form opinions included as exhibits to the registration statement of which this joint proxy statement/prospectus forms a part. The opinions of counsel are dependent on the accuracy of the statements, representations and assumptions upon which the opinions are based. This discussion is not binding on the IRS. It is based upon the Code, applicable Treasury regulations, and judicial and administrative rulings and decisions, all as in effect as of the date hereof. These laws, rulings and decisions are subject to change, possibly with retroactive effect, and to differing interpretations. This discussion addresses only those shareholders who hold their shares of TGC common stock as a capital asset within the meaning of Section 1221 of the Code and does not address all of the U.S. federal income tax consequences that may be relevant to particular TGC shareholders in light of their particular circumstances, or to TGC shareholders who are subject to special rules, such as:

        In addition, tax consequences under state, local and foreign laws and U.S. federal laws other than U.S. federal income tax laws are not addressed herein. Dawson shareholders are urged to consult their tax advisors as to the specific tax consequences of the merger to them, including the applicability and effect of U.S. federal, state, local and foreign income and other tax laws in their particular circumstances.

        For purposes of this discussion, a U.S. holder means a beneficial owner of Dawson common stock that is, for U.S. federal income tax purposes:

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        The U.S. federal income tax consequences of the merger to a partner in any entity or arrangement that is treated as a partnership for U.S. federal income tax purposes and holds Dawson common stock generally will depend on the status of the partner and the activities of the partnership. Partners in a partnership that holds Dawson common stock are urged to consult their own tax advisors as to the specific tax consequences of the merger to them.


Qualification of the Merger as a Reorganization

        It is a condition to the closing of the merger that Baker Botts and Haynes and Boone deliver opinions, dated as of the date of closing, to Dawson and TGC, respectively, to the effect that the merger will qualify as a "reorganization" within the meaning of Section 368(a) of the Code. Although under the merger agreement Dawson or TGC may waive the condition requiring the receipt of the tax opinions, neither Dawson nor TGC intends to waive this closing condition. If either Dawson or TGC waives the condition, and the resulting change in tax consequences to Dawson shareholders would be material, Dawson and TGC have undertaken to recirculate this joint proxy statement/prospectus or a supplement thereto and resolicit proxies.

        Each tax opinion (including the discussion herein) is (or in the case of each tax opinion delivered at closing will be) based on certain representations made by Dawson, Merger Sub and TGC, including factual representations and certifications contained in officers' certificates delivered by Dawson, Merger Sub and TGC. Each such tax opinion assumes (or in the case of each tax opinion delivered at closing will assume) that each of the representations and certifications is true, correct and complete without regard to any knowledge or other limitation. If any of the representations, certifications or assumptions relied upon in the tax opinions (including the discussion herein) is inaccurate, incomplete or untrue, the tax opinions (including the discussion herein) may not be relied upon. Accordingly, if any of these representations or assumptions are inconsistent with the actual facts, the U.S. federal income tax treatment of the merger could be adversely affected.

        An opinion of counsel represents counsel's best legal judgment and is not binding on the IRS or any court. No ruling has been, or will be, sought from the IRS as to the tax consequences of the merger. Accordingly, there can be no assurance that the IRS will not disagree with or challenge the conclusions set forth in the tax opinions (including the discussion herein) or that a court would not sustain such a challenge.

        Based upon the foregoing, Baker Botts, tax counsel to Dawson, and Haynes and Boone, tax counsel to TGC, are of the opinion that (1) the merger will qualify for U.S. federal income tax purposes as a "reorganization" within the meaning of Section 368(a) of the Code and (2) a U.S. holder whose Dawson common stock is exchanged in the merger for TGC common stock will not recognize gain or loss in the merger, except with respect to cash, if any, received in lieu of a fractional share of TGC common stock. In such case, (i) a U.S. holder's aggregate tax basis in the TGC common stock received in the merger, including any fractional share deemed received and redeemed as described below, will equal the aggregate tax basis of the Dawson common stock surrendered by such U.S. holder in the merger, (ii) a U.S. holder's holding period for the TGC common stock received in the merger will include the U.S. holder's holding period for the Dawson common stock surrendered in the merger, and (iii) a U.S. holder who receives cash in lieu of a fractional share of TGC common stock in the merger will be treated as having received the fractional share in the merger and then as having received the cash in redemption of such fractional share. As a result, such a U.S. holder should generally recognize capital gain or loss equal to the difference between the amount of the cash received

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in lieu of the fractional share and the U.S. holder's tax basis allocable to such fractional share. The capital gain or loss will be long-term capital gain or loss if the holding period for the Dawson stock exchanged for cash in lieu of the fractional TGC common share is more than one year as of the effective date of the merger. The deductibility of capital losses is subject to limitations.


Material U.S. Federal Income Tax Consequences if the Merger Fails to Qualify as a Reorganization

        If the merger does not qualify as a "reorganization" within the meaning of Section 368(a) of the Code, then each U.S. holder of Dawson common stock will recognize capital gain or loss equal to the difference between (1) the sum of the fair market value of the shares of TGC common stock, as of the effective date of the merger, received by such U.S. holder pursuant to the merger and the amount of any cash received by such U.S. holder pursuant to the merger (e.g., cash received in lieu of a fractional share of TGC common stock) and (2) its adjusted tax basis in the shares of Dawson common stock surrendered in exchange therefor. Gain or loss will be computed separately with respect to each identified block of Dawson common stock exchanged in the merger.


Backup Withholding and Information Reporting

        Cash received in the merger by a U.S. holder of Dawson common stock (e.g., in lieu of a fractional share of TGC common stock) may, under certain circumstances, be subject to information reporting and backup withholding, unless the U.S. holder provides proof of an applicable exemption, furnishes its taxpayer identification number (in the case of individuals, their social security numbers) and otherwise complies with all applicable requirements of the backup withholding rules. To prevent backup withholding, each U.S. holder of Dawson common stock must complete the IRS Form W-9 or a substitute Form W-9 which will be provided with the transmittal form. Any amounts withheld from payments to a U.S. holder under the backup withholding rules are not additional tax and will be allowed as a refund or credit against the U.S. holder's U.S. federal income tax liability, provided the required information is timely furnished to the IRS.


Reporting Requirements

        If a U.S. holder who receives TGC stock in the merger is considered a "significant holder," such U.S. holder will be required (1) to file a statement with its U.S. federal income tax return providing certain facts pertinent to the merger, including such U.S. holder's tax basis in, and the fair market value of, the Dawson stock surrendered by such U.S. holder, and (2) to retain permanent records of these facts relating to the merger. A "significant holder" for this purpose is any Dawson shareholder who, immediately before the merger, (1) owned at least five percent (by vote or value) of the Dawson common stock or (2) owned Dawson securities with a tax basis of $1 million or more.

        The foregoing discussion is not intended to be legal or tax advice to any particular Dawson shareholder. Tax matters regarding the merger are very complicated and the tax consequences of the merger to any particular Dawson shareholder will depend on that shareholder's particular situation. Dawson shareholders are urged to consult their own tax advisors regarding the specific tax consequences of the merger, including tax return reporting requirements, the applicability of federal, state, local and foreign tax laws and the effect of any proposed change in the tax laws to them.

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DESCRIPTION OF TGC CAPITAL STOCK

        As a result of the merger, Dawson shareholders who receive shares of TGC common stock in the merger will become shareholders of TGC. The rights of shareholders of TGC will be governed by Texas law and the amended and restated certificate of formation and the amended and restated bylaws of TGC. The following briefly summarizes the material terms of TGC common stock and preferred stock. We urge you to read the applicable provisions of the TBOC, TGC's amended and restated certificate of formation and amended and restated bylaws carefully in their entirety.


Authorized Capital Stock

        TGC's authorized capital stock consists of 35,000,000 shares of common stock, par value $0.01 per share, and 4,000,000 shares of preferred stock, par value $1.00 per share. As of the record date, there were 21,997,007 shares of TGC common stock outstanding and zero shares of TGC preferred stock outstanding.


Common Stock

Preemptive Rights

        TGC common stock has no preemptive rights.

Dividend Rights

        TGC can pay dividends if, as and when declared by TGC's board of directors, subject to compliance with limitations imposed by law. The holders of TGC common stock will be entitled to receive and share equally in these dividends as they may be declared by TGC's board of directors out of funds legally available for such purpose. If TGC issues preferred stock, the holders of such preferred stock may have a priority over the holders of the common stock with respect to dividends.

Voting Rights

        Each holder of TGC common stock is entitled to one vote per share and will not have any right to cumulate votes in the election of directors. Directors will be elected by a plurality of the shares actually voting on the matter. If TGC issues preferred stock, holders of the preferred stock may also possess voting rights.

Liquidation Rights

        In the event of liquidation, dissolution or winding up of TGC, whether voluntary or involuntary, the holders of TGC common stock would be entitled to receive, after payment or provision for payment of all its debts and liabilities, all of the assets of TGC available for distribution. If preferred stock is issued, the holders thereof may have a priority over the holders of the common stock in the event of liquidation or dissolution.


Preferred Stock

        The TGC board of directors is authorized to fix and determine the relative rights and preferences of the shares of any series of TGC preferred stock and to provide for the issuance of the preferred stock. The holders of TGC preferred stock may have preferences over holders of TGC common stock in the payment of dividends, upon liquidation of TGC, in respect of voting rights and in the redemption of the capital stock of TGC. Series of preferred stock issued by TGC may also, in the discretion of TGC's board of directors, be made convertible into TGC common stock or other securities and may have sinking fund requirements.

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Anti-Takeover Effects of Texas Law, TGC's Amended and Restated Certificate of Formation and Amended and Restated Bylaws

Authorized but Unissued Capital Stock

        TGC has authorized but unissued shares of preferred stock and common stock, and the TGC board of directors may authorize the issuance of one or more series of preferred stock without shareholder approval.

Board Classification

        So long as the TGC board of directors consists of nine (9) directors, it may, by resolution, divide into three equal classes. If the TGC board of directors effects a board classification, the directors in each class will serve for a three-year term, one class being elected each year by TGC's shareholders. In addition, TGC's amended and restated certificate of formation provides that directors may only be removed for cause by the affirmative vote of the holders of eighty percent (80%) or more of the outstanding shares of common stock of TGC. Additionally, the provisions in the TGC amended and restated certificate of formation concerning the supermajority vote for director removal may not be amended, altered, changed or repealed in any respect unless such action is approved by the affirmative vote of the holders of eighty percent (80%) or more of the outstanding shares of common stock of TGC.

Supermajority Vote for Certain Business Combinations

        The TGC amended and restated certificate of formation provides that the affirmative vote of the holders of eighty percent (80%) of the outstanding shares of common stock of TGC is required for the approval or authorization of (1) any merger or consolidation of TGC with or into another corporation or entity or (2) any sale of all or substantially all of TGC's assets to another corporation or entity. Additionally, the provisions in the TGC amended and restated certificate of formation concerning the supermajority vote for certain business combinations may not be amended, altered, changed or repealed in any respect unless such action is approved by the affirmative vote of the holders of eighty percent (80%) or more of the outstanding shares of common stock of TGC.

Requirements for Advance Notification of Shareholder Nominations and Proposals

        The TGC amended and restated bylaws establish advance notice procedures with respect to shareholder proposals and the nomination of candidates for election as directors, other than nominations made by or at the direction of the TGC board of directors.

Ability of the TGC Board of Directors to Amend or Repeal the Amended and Restated Bylaws

        TGC's amended and restated certificate of formation vests the power to alter, amend or repeal the amended and restated bylaws in TGC's board of directors. The amended and restated bylaws provide that this power is subject to repeal or change by action of TGC's shareholders.

Texas Anti-Takeover Statute

        TGC is a Texas corporation and therefore subject to Section 21.606 of the TBOC. Section 21.606 prevents TGC from engaging in a business combination with an "affiliated shareholder" (generally, a person owning 20% or more of TGC's outstanding voting stock), or an affiliate or associate of the

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affiliated shareholder, for three years following the time that person becomes a 20% shareholder unless either:

        Texas law defines the term "business combination" to encompass a wide variety of transactions with, or caused by, an interested shareholder, including mergers, asset sales and other similar transactions. This law could have an anti-takeover effect with respect to transactions not approved in advance by the TGC board of directors, including discouraging takeover attempts that might result in a premium over the market price for the shares of the common stock.


Limitation of Director Liability

        The TGC amended and restated certificate of formation provides that TGC's directors will have no personal liability to TGC or its shareholders for monetary damages for breach or alleged breach of the directors' duties of care. This provision in the amended and restated certificate of formation does not eliminate TGC's directors' fiduciary duties of care, and in appropriate circumstances, equitable remedies such as an injunction or other forms of non-monetary relief should remain available under Texas law. Furthermore, each of TGC's directors continues to be subject to liability for (i) a breach of the director's duty of loyalty, (ii) acts or omissions not in good faith or involving intentional misconduct or knowing violations of law, (iii) any transaction from which a director derives an improper personal benefit; (iv) an act or omission for which the liability of a director is expressly provided by an applicable statute or (v) an act related to an unlawful corporate distribution. This provision does not affect a director's responsibilities under any other laws, such as the federal securities laws or state or federal environmental laws.

        TGC has also entered into indemnification agreements with each of its directors. Under the indemnification agreements, in exchange for the directors' service to TGC and its affiliates, TGC has agreed to indemnify each director who is involved in any threatened, pending or completed investigation, claim, action, suit or proceeding whether civil, criminal, administrative or investigative initiated against the director as a result of his service as a director and/or officer, against all expenses (including attorneys' fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with the action.


Listing

        TGC common stock is traded on NASDAQ under the symbol "TGE."


Transfer Agent and Registrar

        The transfer agent and registrar for TGC's common stock is American Stock Transfer & Trust Company, LLC. The transfer agent's address is 6201 15th Avenue, Brooklyn, New York 11219 and its telephone number is (800) 937-5449.

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COMPARISON OF SHAREHOLDER RIGHTS

        Each of Dawson and TGC are Texas corporations. As such, the rights of Dawson and TGC shareholders are governed by the laws of the State of Texas. Additionally, the rights of Dawson shareholders are governed by Dawson's second restated articles of incorporation and second amended and restated bylaws, as amended, and the rights of TGC shareholders are governed by TGC's amended and restated certificate of formation and amended and restated bylaws.

        After the merger, all Dawson shareholders will become shareholders of TGC. Accordingly, their rights will be governed by TGC's amended and restated certificate of formation and amended and restated bylaws, as amended. While the rights and privileges of Dawson shareholders are, in many instances, comparable to those of TGC shareholders, there are some differences. These differences arise from differences between the respective articles of incorporation and bylaws of Dawson and TGC.

        The following discussion summarizes the material differences as of the date of this document between the rights of Dawson shareholders and the rights of TGC shareholders. The following discussion is only a summary and does not purport to be a complete description of all the differences. Please consult the respective articles of incorporation and bylaws of Dawson and TGC, each as amended, restated, supplemented or otherwise modified from time to time and as filed with the SEC, for a more complete understanding of these differences. See "Where You Can Find More Information" beginning on page 225.

Dawson   TGC
Capital Stock

Dawson is authorized to issue:

 

TGC is authorized to issue:

50,000,000 shares of common stock, par value $0.33 1/3 per share, of which 8,077,580 were issued and outstanding as of December 29, 2014; and

 

35,000,000 shares of common stock, par value $0.01 per share, of which 21,997,007 were issued and outstanding as of December 29, 2014; and

5,000,000 shares of preferred stock, of which 500,000 have been designated Series A Junior Participating Preferred Stock, par value $1.00 per share, or Dawson Series A preferred stock, and reserved for issuance upon exercise of the rights described under "—Rights Plans" below.

 

4,000,000 shares of preferred stock, of which none are issued and outstanding.


Rights Plans

Pursuant to a rights agreement, effective as of July 23, 2009, between Dawson and Computershare Inc. as successor-in-interest to Mellon Investors Services LLC, as rights agent, Dawson shareholders may purchase one one-hundredth of a share of Dawson Series A preferred stock at a purchase price of $130.00 per such fractional share, subject to adjustment, for each share of Dawson common stock they own.

 

TGC is not a party to any rights agreement or a similar plan.

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Dawson   TGC
These rights are exercisable only upon a "distribution date" and, unless earlier redeemed or exchanged, expire at the close of business on July 23, 2019. A distribution date will occur, with certain exceptions, upon the earlier of (1) 10 days after public announcement that a person or group has acquired, or obtained the right to acquire, beneficial ownership of 15% or more of the outstanding shares of Dawson common stock or (2) 10 business days following commencement of a tender or exchange offer that would result in a person acquiring beneficial ownership of 15% or more of the outstanding shares of Dawson common stock.    

On October 8, 2014, Dawson entered into an amendment to the rights agreement with the rights agent in order to include provisions such that (a) neither TGC nor Merger Sub will be an "Acquiring Person" (as defined in the rights agreement) and no distribution of rights will occur solely by virtue of the approval, execution, delivery or performance of the merger agreement or the consummation of the other transactions contemplated thereby and (b) the rights will expire at the effective time of the merger.

 

 

Anti-Takeover Provisions

See "—Rights Plans" above.

 

The affirmative vote of the holders of 80% or more of the issued and outstanding shares of TGC common stock at a duly called meeting is required to approve or authorize (1) any merger or consolidation of TGC with or into another company or entity, or (2) any sale of all or substantially all of TGC's assets to another company or entity.

Number of Directors

The Dawson board of directors must consist of not less than five nor more than fifteen directors, with the exact number fixed from time to time by (1) resolution of the Dawson board of directors or (2) Dawson shareholders at an annual meeting of shareholders.

 

The TGC board of directors must consist of not less than one nor more than nine directors, with the exact number fixed from time to time by resolution of the TGC board of directors

Currently, there are six directors on the Dawson board of directors.

 

Currently, there are six directors on the TGC board of directors. At the effective time of the merger, the TGC board of directors will be increased to 8 directors.

 

 

 

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Dawson   TGC
Classification of Board of Directors
Dawson has one class of directors and Dawson's second restated articles of incorporation does not provide for a classified board of directors. Dawson's directors are generally elected to hold office until the next annual meeting of shareholders.   TGC's amended and restated bylaws provide that if TGC's board of directors consists of 9 directors, upon resolution of the TGC board of directors, the directors may be divided into three equal classes, with each class having a staggered three-year term.

 

 

Currently TGC has one class of directors and directors are generally elected to serve until the annual meeting of shareholders for the year in which their term expires.

Removal of Directors

A Dawson director or the entire board of directors may be removed, with or without cause, at a meeting called for that purpose, by the affirmative vote of the holders of a majority of the issued and outstanding shares of Dawson common stock.

 

A TGC director may be removed prior to the end of his or her term only for cause at a special or annual meeting of shareholders by the affirmative vote of the holders of 80% or more of the issued and outstanding shares of TGC common stock if notice of intention to act upon such matter has been given in the notice calling such meeting.

Special Meeting of Shareholders

Special meetings of Dawson shareholders (1) may be called by the board of directors, the chairman of the board, the Chief Executive Officer or the President or (2) shall be called by the President or the Secretary on the written request of the holders of 10% or more of the shares of Dawson that are issued and outstanding and entitled to vote.

 

Special meetings of TGC shareholders may be called (1) by the President or the board of directors acting pursuant to a resolution adopted by a majority of the entire board or (2) by the holders of at least 10% of all the shares entitled to vote at the proposed special meeting.

Shareholder Nominations

Any shareholder entitled to vote in the election of directors may nominate a person for election to the Dawson board of directors. We refer to such nominating shareholder as the nominator. Any such nomination must be in writing and timely.

 

Nominations by shareholders of persons for election to the board of directors may be made at an annual meeting of shareholders by any shareholder of record in accordance with the proper notice provisions. We refer to such nominating shareholder as the nominator.

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Dawson   TGC
To be timely in connection with an annual meeting of shareholders, such notice, setting forth the name and address of the person to be nominated, must be delivered to or mailed and received at Dawson's principal executive offices not less than 90 days nor more than 120 days prior to the first anniversary of the date on which the immediately preceding year's annual meeting of shareholders was held; provided, however, that if the date of the annual meeting is advanced more than 30 days prior to or delayed by more than 60 days after the first anniversary of the preceding year's annual meeting, notice by the nominator to be timely must be so delivered not earlier than 120 days prior to such annual meeting and not later than the last to occur of the close of business on (1) the 90th day prior to such annual meeting or (2) the 10th day following the day on which Dawson first makes public announcement of the date of such meeting by (A) a mailing to shareholders, (B) a press release or (C) a filing with the SEC pursuant to Section 13(a) or 14(a) of the Exchange Act.   For a nomination to be properly made by a shareholder, the record shareholder's notice of nomination must be received by the Secretary at the principal executive offices of the corporation not less than 60 or more than 90 days prior to the one-year anniversary of the date on which the corporation first mailed its proxy materials for the preceding year's annual meeting of shareholders; provided, however, that if the meeting is convened more than 30 days prior to, or delayed by more than 30 days after, the anniversary of the preceding year's annual meeting, or if no annual meeting was held in the preceding year, notice by the record shareholder to be timely must be so received not later than the close of business on the later of: (1) the 90th day before such annual meeting; or (2) the 10th day following the day on which public announcement of the date of such meeting is first made.

To be timely in connection with elections of directors at a special meeting of the shareholders, such notice, setting forth the name of the person to be nominated, must be delivered to or mailed and received at Dawson's principal executive offices not less than 40 days nor more than 60 days prior to the date of such meeting; provided, however, that in the event that less than 47 days' notice or prior public disclosure of the date of the special meeting of the shareholders is given or made to the shareholders, the nominator's notice to be timely must be so received not later than the close of business on the seventh day following the day on which such notice of date of the meeting was mailed or such public disclosure was made.

 

Notwithstanding anything in the preceding sentence to the contrary, in the event that the number of directors to be elected to the TGC board of directors is increased, and there has been no public announcement naming all of the nominees for director or indicating the increase in the size of the board of directors made by the corporation at least ten days before the last day a record shareholder may deliver a notice of nomination in accordance with the preceding sentence, a record shareholder's notice herein required shall also be considered timely, but only with respect to nominees for any new positions created by such increase, if it is received by the Secretary at the principal executive offices of the corporation not later than the close of business on the 10th day following the day on which such public announcement was first made by the corporation. In no event may an adjournment, or postponement of an annual meeting for which notice has been given, commence a new time period for the giving of a record shareholder's notice.

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Dawson   TGC
A nominator must also submit written evidence, reasonably satisfactory to the Secretary, that the nominator is a shareholder of Dawson and must identify in writing (1) the name and address of the nominator, (2) the number of shares of each class of capital stock of Dawson owned beneficially by the nominator, (3) the name and address of each of the persons with whom the nominator is acting in concert, (4) the number of shares of capital stock beneficially owned by each such person with whom the nominator is acting in concert, and (5) a description of all arrangements or understandings between the nominator and each nominee and any other persons with whom the nominator is acting in concert pursuant to which the nomination or nominations are to be made. The nominator must also submit in writing (1) the information with respect to each such proposed nominee that would be required to be provided in a proxy statement prepared in accordance with Regulation 14A under the Exchange Act and (2) a notarized affidavit executed by each such proposed nominee to the effect that, if elected as a member of the Dawson board of directors, he will serve and that he is eligible for election as a member of the Dawson board of directors.   A nominator must also set forth in the notice to TGC of the nominations (1) the name and address of the nominator and any beneficial owner on whose behalf the nomination is made, (2) the class, series and number of shares of TGC, any options, warrants, convertible securities or other derivatives of TGC's equity held by any beneficial owner on whose behalf the nomination is made, (3) any proxy, contract, arrangement, understanding or relationship pursuant to which either party has a right to vote any shares of TGC, (4) any short position in any of TGC's securities held by any beneficial owner on whose behalf the nomination is made, (5) any rights to dividends on the shares of TGC that are separated or separable from the underlying shares; (6) any proportionate interest of the shares of TGC or derivatives thereof held by a general or limited partnership in which either party is a general partner and (7) any performance-related fees that any beneficial owner on whose behalf the nomination is made is entitled to, based on an increase or decrease in the value of the shares of TGC or derivatives thereof. The nominator must also submit any information with respect to each such proposed nominee that would be required to be provided in a proxy statement prepared in accordance with Regulation 14A under the Exchange Act, any other information that the nominator believes would aid in the evaluation of the such proposed nominee and a written consent of the proposed nominee to stand for election if nominated, to serve as a director if elected, and to comply with the code of ethics and any other applicable rule, regulation, policy, or standard of conduct applicable to the TGC board of directors.

 

 

 

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Dawson   TGC
Shareholder Proposals
At any annual meeting of shareholders, only such business shall be conducted as shall be a proper subject for the meeting and shall have been properly brought before the meeting. To be properly brought before an annual meeting of shareholders, business must (1) be specified in the notice of such meeting (or any supplement thereto) given by or at the direction of the Dawson board of directors (or any duly authorized committee thereof), (2) otherwise be properly brought before the meeting by or at the direction of the chairman of the meeting or the board of directors (or any duly authorized committee thereof) or (3) otherwise (A) be properly requested to be brought before the meeting by a shareholder of record entitled to vote in the election of directors generally, and (B) constitute a proper subject to be brought before such meeting.   The proposal by shareholders of business to be transacted by the shareholders may be made at an annual meeting of shareholders.

For business to be properly brought before an annual meeting by a record shareholder, (1) the record shareholder must have given timely notice thereof in writing to the Secretary; and (2) any such business must be a proper matter for shareholder action under Texas law.


Any shareholder who intends to bring any matter (other than a matter relating to (1) any nomination of directors or (2) any alteration, amendment or repeal of the bylaws or any adoption of new bylaws) before an annual meeting of shareholders and is entitled to vote on such matter must deliver written notice of such shareholder's intent to bring such matter before the annual meeting of shareholders, either by personal delivery or by United States mail, postage prepaid, to the Secretary.

 

To be timely, a record shareholder's notice must be received by the Secretary at TGC's principal executive offices not less than 60 or more than 90 days prior to the one-year anniversary of the date on which the corporation first mailed its proxy materials for the preceding year's annual meeting of shareholders; provided, however, that if the meeting is convened more than 30 days prior to, or delayed by more than 30 days after, the anniversary of the preceding year's annual meeting, or if no annual meeting was held in the preceding year, notice by the record shareholder to be timely must be so received not later than the close of business on the later of: (1) the 90th day before such annual meeting; or (2) the 10th day following the day on which public announcement of the date of such meeting is first made.

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Dawson   TGC
Such notice must be received by the Secretary not less than 90 days nor more than 120 days prior to the first anniversary of the date on which the immediately preceding year's annual meeting of shareholders was held; provided, however, that if the date of the annual meeting is advanced more than 30 days prior to or delayed by more than 60 days after the first anniversary of the preceding year's annual meeting, notice by the shareholder to be timely must be so delivered not earlier than 120 days prior to such annual meeting and not later than the last to occur of the close of business on (1) the 90th day prior to such annual meeting or (2) the 10th day following the day on which the Corporation first makes public announcement of the date of such meeting by (A) a mailing to shareholders, (B) a press release or (C) a filing with the SEC pursuant to Section 13(a) or 14(a) of the Exchange Act.    

Indemnification

Dawson's amended and restated bylaws, as amended, provide for mandatory indemnification, to the fullest extent permitted by Texas law, of each person who is or was made a party or is threatened to be made a party to or involved in any actual or threatened action, suit or proceeding because the person is or was an officer, director, employee or agent of Dawson.

 

TGC's restated articles of incorporation and amended and restated bylaws provide for mandatory indemnification to the fullest extent permitted by Texas law, of each person who is or was made a party or is threatened to be made a party to or involved in any actual or threatened civil, criminal, administrative or investigative action, suit or proceeding because the person is or was an officer or director of TGC or served at the request of TGC as a director, officer, employee or agent of another corporation or of a partnership, joint venture, trust or other enterprise.

Amendments to Articles of Incorporation/Certificate of Formation

Amendment of the second restated articles of incorporation requires the approval of (1) the Dawson board of directors and (2) the holders of at least two-thirds of the outstanding shares entitled to vote upon the proposed amendment.

 

Generally, amendment of the restated articles of incorporation requires the approval of (1) the TGC board of directors and (2) the holders of at least two-thirds of the outstanding shares entitled to vote upon the proposed amendment.

 

 

However, approval of the holders of at least 80% of the outstanding shares entitled to vote upon the proposed amendment is required to amend or repeal Article 6 of the restated certificate of formation.

 

 

 

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Dawson   TGC
Amendments to Bylaws
Provided that notice of the proposed repeal or alteration of bylaws is included in notice of the meeting, Dawson's amended and restated bylaws may be altered or repealed at any regular or special meeting at which a quorum is present or represented, by the affirmative vote of a majority of the shares entitled to vote at such meeting or by the affirmative vote of a majority of the Dawson board of directors at any regular or special meeting of the board.   TGC's amended and restated bylaws may be altered or repealed at any regular or special meeting at which a quorum is present or represented, by the affirmative vote of a majority of the TGC board of directors. This power is subject to repeal or change by action of TGC shareholders.

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EXPERTS

Dawson

        The consolidated financial statements of Dawson Geophysical Company as of September 30, 2014 and 2013, and for each of the two years in the period ended September 30, 2014, incorporated by reference from Dawson Geophysical Company's Annual Report (Form 10-K) for the year ended September 30, 2014 and the effectiveness of Dawson Geophysical Company's internal control over financial reporting as of September 30, 2014, have been audited by Ernst & Young LLP, independent registered public accounting firm, as set forth in their reports thereon, incorporated by reference therein, and incorporated herein by reference. Such consolidated financial statements are incorporated herein by reference in reliance upon such report given on the authority of such firm as experts in accounting and auditing.

        The consolidated financial statements of Dawson Geophysical Company for the year ended September 30, 2012, have been incorporated by reference herein in reliance upon the report of KPMG LLP, independent registered public accounting firm, incorporated by reference herein, and upon the authority of said firm as experts in accounting and auditing.


TGC

        The financial statements of TGC Industries, Inc. as of December 31, 2013 and 2012, and for each of the years in the three-year period ended December 31, 2013, have been included herein and in the joint proxy statement/prospectus in reliance upon the reports of Lane Gorman Trubitt, P.L.L.C., independent registered public accounting firm, appearing elsewhere herein, and upon the authority of said firm as experts in accounting and auditing.

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UNAUDITED PRO FORMA CONDENSED COMBINED CONSOLIDATED
FINANCIAL INFORMATION

        The following unaudited pro forma condensed combined consolidated financial information is based on the historical consolidated financial information of Dawson and the historical consolidated financial information of TGC appearing elsewhere in this joint proxy statement/prospectus and has been prepared to reflect the proposed merger of Merger Sub with and into Dawson. The data in the unaudited pro forma condensed combined consolidated balance sheet as of September 30, 2014 assume the proposed merger of Merger Sub with and into Dawson was completed on that date. The data in the unaudited pro forma condensed combined consolidated statement of operations for the fiscal year ended September 30, 2014 assume the proposed merger was completed October 1, 2013, the first day of Dawson's 2014 fiscal year.

        Dawson's audited statement of operations for the fiscal year ended September 30, 2014 has been combined with TGC's historical consolidated statement of operations for the fourth quarter ended December 31, 2013 and the nine months ended September 30, 2014, and gives effect to the merger as if it had been completed on October 1, 2013, the first day of Dawson's 2014 fiscal year.

        The unaudited pro forma condensed combined consolidated financial information should be read in conjunction with the historical financial statements and related notes thereto of Dawson, which are incorporated by reference from Dawson's Annual Report on Form 10-K for the fiscal year ended September 30, 2014, and TGC, which begin on page F-1 of this joint proxy statement/prospectus and other information included in or incorporated by reference into this joint proxy statement/prospectus. See "Where You Can Find More Information" beginning on page 225.

        The unaudited pro forma condensed combined consolidated financial information has been prepared for illustrative purposes only, and is not necessarily indicative of the financial position or results of operations of Dawson had (1) the proposed merger of Merger Sub with and into Dawson occurred on September 30, 2014 and/or (2) the proposed merger of Merger Sub with and into Dawson occurred on October 1, 2013.

        The historical financial information has been adjusted in the unaudited pro forma condensed combined consolidated financial information to give effect to pro forma events that are (1) directly attributable to the merger, (2) factually supportable, and (3) with respect to the statement of income or the statement of operations, expected to have a continuing impact on the combined results of Dawson and TGC. All pro forma financial information uses Dawson's period-end dates and no adjustments were made to TGC's information for its different period-end dates.

        Although TGC is the legal acquirer and is expecting to issue 14,255,220 shares of its common stock to effect the merger with Dawson, the business combination will be accounted for as a reverse acquisition with Dawson considered the accounting acquirer. As a result, the fair value of TGC's common stock issued and outstanding as of the date of the merger will be allocated to the underlying tangible and intangible assets and liabilities of TGC based on their respective fair values. The unaudited pro forma condensed combined consolidated financial information was prepared in accordance with the regulations of the SEC.

        The purchase price will be determined on the basis of the fair value of common shares of TGC on the date the transaction is consummated plus the fair value of any other consideration transferred. The estimated purchase price for this unaudited pro forma condensed combined consolidated financial information was based on 7,332,336 TGC shares of common stock to be outstanding after the 1-for-3 reverse stock split prior to the consummation of the merger and the closing price of TGC common stock as of December 29, 2014. The estimated purchase price does not include an estimate of cash payable to Dawson shareholders in lieu of fractional shares which is required pursuant to the terms of the merger agreement, as information is not readily available to estimate such amount. Dawson

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anticipates that the amount of any such cash payment will be immaterial. At this time, Dawson has not performed detailed valuation analyses to determine the fair values of TGC's assets and liabilities, and accordingly, the unaudited pro forma condensed combined consolidated financial information includes a preliminary allocation of the purchase price based on assumptions and estimates which, while considered reasonable under the circumstances, are subject to changes, and such changes may be material. Additionally, Dawson has not yet performed the necessary analysis to identify all of the adjustments that may be required to conform TGC's accounting policies to Dawson's or to identify other items that could significantly impact the purchase price allocation or the assumptions and adjustments made in preparation of this unaudited pro forma condensed combined consolidated financial information. Upon completion of detailed valuation analyses, there may be additional increases or decreases to the recorded book values of TGC's assets and liabilities, including, but not limited to, property, plant and equipment and intangible assets that will give rise to future amounts of depreciation and amortization expenses or credits that are not reflected in the information contained in this unaudited pro forma condensed combined consolidated financial information. In addition, the estimated purchase price itself is preliminary and will be adjusted based upon the price per share of TGC common stock on the date the merger is completed and the number of shares of TGC common stock outstanding on the same date. Accordingly, once the necessary procedures have been performed, the final purchase price has been determined and the purchase price allocation has been completed, actual results may differ materially from the information presented in this unaudited pro forma condensed combined consolidated financial information.

        Additionally, TGC expects to incur costs associated with integrating the operations of Dawson and TGC. The unaudited pro forma condensed combined consolidated financial information does not reflect the cost of any integration activities or benefits from the merger that may be derived from any integration activities, both of which could have a material effect on the results of operations in periods following the completion of the merger. In addition, the unaudited pro forma condensed combined consolidated financial information does not include costs directly attributable to the transaction, employee retention costs or professional fees incurred by Dawson or TGC pursuant to provisions contained in the merger agreement, as those costs are not considered part of the purchase price.

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UNAUDITED PRO FORMA CONDENSED COMBINED BALANCE SHEET
SEPTEMBER 30, 2014

 
  Historical    
   
   
 
 
  Pro Forma
Adjustments
   
  Pro Forma
Condensed
Combined
 
 
  Dawson   TGC    
 

ASSETS

                             

Current assets:

                             

Cash and cash equivalents

  $ 22,753,000   $ 25,064,000           $ 47,817,000  

Short-term investments

    27,000,000                 27,000,000  

Accounts receivable, net of allowance

    39,995,000     8,986,000   $ 6,287,000   (a)     55,268,000  

Cost and estimated earnings in excess of billings on uncompleted contracts

        4,620,000     (4,620,000 ) (a)      

Prepaid expenses and other assets

    2,420,000     2,790,000     82,000   (b)     5,292,000  

Current deferred tax asset

    5,977,000                 5,977,000  
                       

Total current assets

    98,145,000     41,460,000     1,749,000         141,354,000  

Property, plant and equipment

    337,922,000     201,938,000     (171,366,000 ) (d)     368,494,000  

Less accumulated depreciation

    (173,428,000 )   (147,726,000 )   147,726,000   (d)     (173,428,000 )
                       

Net property, plant and equipment

    164,494,000     54,212,000     (23,640,000 )       195,066,000  

Goodwill

   
   
202,000
   
(202,000

)

(e)

   
 

Intangible

            2,700,000   (g)     2,700,000  

Other assets

        82,000     (82,000 ) (b)      
                       

Total assets

  $ 262,639,000   $ 95,956,000   $ (19,475,000 )     $ 339,120,000  
                       
                       

LIABILITIES AND STOCKHOLDERS EQUITY

                             

Current liabilities:

                             

Accounts payable

  $ 10,720,000   $ 7,295,000   $ 4,877,000   (i)   $ 22,892,000  

Accrued liabilities:

                             

Payroll costs and other taxes

    1,998,000           1,487,000   (c)     3,485,000  

Other

    4,097,000     4,286,000     (1,487,000 ) (c)     6,896,000  

Billings in excess of costs and estimated earnings on uncompleted contracts

          2,531,000     (2,531,000 ) (a)      

Deferred revenue

    801,000           4,198,000   (a)     4,999,000  

Current maturities of notes payable and

    6,752,000     10,152,000             16,904,000  
                       

Total current liabilities

    24,368,000     24,264,000     6,544,000         55,176,000  

Long-term liabilities:

   
 
   
 
   
 
 

 

   
 
 

Notes payable and obligations under capital

    4,933,000     6,677,000             11,610,000  

Deferred tax liability

    33,808,000     1,025,000     (7,254,000 ) (f)     27,579,000  
                       

Total long-term liabilities

    38,741,000     7,702,000     (7,254,000 )       39,189,000  

Commitments and contingencies

   
 
   
 
   
 
 

 

   
 
 

Stockholders equity:

   
 
   
 
   
 
 

 

   
 
 

Preferred stock—par value

                     

Common stock—par value

    2,688,000     221,000     (2,694,000 ) (h)     215,000  

Additional paid-in capital

    96,086,000     32,053,000     20,522,000   (h)     148,661,000  

Retained earnings

    100,973,000     37,996,000     (42,873,000 ) (h)(i)     96,096,000  

Treasury stock

        (1,251,000 )   1,251,000   (h)      

Other comprehensive loss, net of tax

    (217,000 )   (5,029,000 )   5,029,000   (h)     (217,000 )
                       

Total stockholders equity

    199,530,000     63,990,000     (18,765,000 )       244,755,000  
                       

Total liabilities and stockholders equity

  $ 262,639,000   $ 95,956,000   $ (19,475,000 )     $ 339,120,000  
                       
                       

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UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS
FOR THE YEAR ENDED SEPTEMBER 30, 2014

 
  Historical    
   
   
 
 
  Pro Forma
Adjustments
   
  Pro Forma
Condensed
Combined
 
 
  Dawson   TGC    
 

Operating revenues

  $ 261,683,000   $ 111,861,000   $       $ 373,544,000  

Operating costs:

                             

Operating expenses

    223,336,000     94,305,000     200,000   (j)     317,841,000  

General and administrative

    16,083,000     9,428,000             25,511,000  

Depreciation

    40,168,000     20,174,000     (9,870,000 ) (h)     50,472,000  
                       

Operating costs

    279,587,000     123,907,000     (9,670,000 )       393,824,000  
                       

Loss from operations

    (17,904,000 )   (12,046,000 )   9,670,000         (20,280,000 )

Other income (expense):

                             

Interest income

    73,000                 73,000  

Interest expense

    (535,000 )   (694,000 )           (1,229,000 )

Other income (expense)

    466,000                 466,000  
                       

Loss before income tax

    (17,900,000 )   (12,740,000 )   9,670,000         (20,970,000 )

Income tax benefit

    5,280,000     4,266,000     (3,736,000 ) (l)     5,810,000  
                       

Net loss

  $ (12,620,000 ) $ (8,474,000 ) $ 5,934,000       $ (15,160,000 )
                       
                       

Basic loss per common share

  $ (1.59 ) $ (0.39 )           $ (0.70 )
                         
                         

Diluted loss per common share

  $ (1.59 ) $ (0.39 )           $ (0.70 )
                         
                         

Weighted average equivalent common shares outstanding

    7,959,452     21,956,804               21,587,556  
                         
                         

Weighted average equivalent common shares outstanding—assuming dilution

    7,959,452     21,956,804               21,587,556  
                         
                         

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NOTES TO UNAUDITED PRO FORMA CONDENSED COMBINED CONSOLIDATED
FINANCIAL INFORMATION

1. Basis of Presentation

        The merger will be accounted for under the acquisition method of accounting in accordance with Accounting Codification Standard ("ASC") ASC 805, "Business Combinations." Dawson will account for the transaction by using Dawson's historical information and accounting policies and adding the assets and liabilities of TGC as of the completion date of the merger at their respective fair values. Pursuant to ASC 805, under the acquisition method, the total estimated purchase price (consideration transferred) as described in Note 3, Estimate of Consideration Expected to be Transferred, will be measured at the closing date of the merger using the market price of TGC common stock at that time. Therefore, this may result in a per share equity value that is different from that assumed for purposes of preparing these unaudited pro forma condensed combined consolidated financial information. The assets and liabilities of TGC have been measured based on various preliminary estimates using assumptions that Dawson management believes are reasonable utilizing information currently available. Use of different estimates and judgments could yield materially different results. Because of antitrust regulations, there are limitations on the types of information that can be exchanged between Dawson and TGC at this time. Until the merger is completed, Dawson will not have complete access to all relevant information.

        The process for estimating the fair values of identifiable intangible assets and certain tangible assets requires the use of significant estimates and assumptions, including estimating future cash flows and developing appropriate discount rates. The purchase price allocation is subject to finalization of Dawson's analysis of the fair value of the assets and liabilities of TGC as of the effective date of the merger. Accordingly, the purchase price allocation in the unaudited pro forma condensed combined consolidated financial information is preliminary and will be adjusted upon completion of the final valuation. Such adjustments could be material.

        For purposes of measuring the estimated fair value of the assets acquired and liabilities assumed as reflected in the unaudited pro forma condensed combined consolidated financial information, Dawson used the guidance in ASC 820, "Fair Value Measurement and Disclosure," which established a framework for measuring fair values. ASC 820 defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (an exit price). Market participants are assumed to be buyers and sellers in the principal (most advantageous) market for the asset or liability. Additionally, under ASC 820, fair value measurements for an asset assume the highest and best use of that asset by market participants. As a result, Dawson may be required to value assets of TGC at fair value measures that do not reflect Dawson's intended use of those assets. Use of different estimates and judgments could yield different results.

        Under ASC 805, acquisition-related transaction costs (e.g., investment banker, advisory, legal, valuation, and other professional fees) and certain acquisition restructuring and related charges are not included as a component of consideration transferred but are required to be expensed as incurred. The unaudited pro forma condensed combined consolidated financial information does not reflect the expected realization of synergies from this transaction. Although Dawson management expects that costs savings will result from the merger, there can be no assurance that these cost savings will be achieved. The unaudited pro forma condensed combined consolidated financial information also does not reflect estimated restructuring and integration charges associated with the expected cost savings. Such restructuring and integration charges will be expensed in the appropriate accounting periods following the completion of the merger.

        The unaudited pro forma condensed combined statement of operations for the fiscal year ended September 30, 2014 combines the historical statement of operations of Dawson for the fiscal year

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ended September 30, 2014 and the historical consolidated statement of operations of TGC for the fourth quarter ended December 31, 2013 and the nine months ended September 30, 2014, and gives effect to the merger as if it had been completed on October 1, 2013, the first day of Dawson's 2014 fiscal year.


2. Accounting Policies

        Upon completion of the merger, Dawson will perform a detailed review of TGC's accounting policies. As a result of that review, Dawson may identify differences between the accounting policies of the two companies that, when conformed, could have a material impact on the consolidated financial statements of the combined company.


3. Estimate of Consideration Expected to be Transferred

        The following is a preliminary estimate of consideration expected to be transferred to effect the merger:

 
  Estimated
Fair Value
 

Number of shares to be issued to TGC stockholders after the reverse stock split prior to conumation of the merger

    7,332,336  

Multiplied by TGC's reverse split stock price of $6.78 as of December 29, 2014

    49,713,000  

Fair value of vested stock options and vested restricted stock and restricted stock units(a)

    389,000  
       

Estimate of consideration expected to be transferred(b)

  $ 50,102,000  
       
       

(a)
Represents the fair value of TGC's stock options, restricted stock and restricted stock units for pre-merger services. ASC 805 requires that the fair value of awards assumed attributable to pre-merger service be included in the consideration transferred. The fair value of TGC's stock options and other awards was estimated as of December 29, 2014 to be $389,000 using the Black-Scholes valuation model.

(b)
The estimated consideration expected to be transferred reflected in the unaudited pro forma condensed combined consolidated financial information does not purport to represent what the actual consideration transferred will be when the merger is completed. In accordance with ASC 805, the fair value of equity securities issued as part of the consideration transferred will be measured on the closing date of the merger at the then-current market price. This requirement will likely result in a per share equity component different from the $6.78 assumed in the unaudited pro forma condensed combined consolidated financial information and that difference may be material. The estimated consideration transferred (excluding any value associated with stock options assumed by Dawson) would increase or decrease by any change in TGC's closing common stock price, which would, in turn, be reflected in the unaudited pro forma condensed combined consolidated financial information as an increase or decrease to goodwill. For example, an increase or decrease by 10% in the TGC common stock price on the date of the merger from the common stock price assumed in these pro forma condensed combined consolidated financial statements would increase or decrease the consideration transferred by approximately $5.0 million, excluding any impact on additional consideration related to stock options and restricted stock and restricted stock units.

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4. Estimate of the Assets to be Acquired and Liabilities to be Assumed

        The following is a preliminary allocation of the purchase consideration to the assets to be acquired and the liabilities to be assumed by Dawson in the merger:

Book value of net asset acquired at September 30, 2014

  $ 63,990,000  

Less: TGC's historical goodwill

    (202,000 )
       

Adjusted book value of net assets acquired

  $ 63,788,000  
       
       

Adjustments to:

       

Property, plant and equipment

  $ (23,640,000 )

Intangible assets

    2,700,000  

Deferred taxes

    7,254,000  
       

Total adjustments

    (13,686,000 )
       

Esimate of consideration expected to be transferred

  $ 50,102,000  
       
       

        The following is a discussion of the adjustments made to TGC's assets and liabilities in connection with the preparation of the unaudited pro forma condensed combined consolidated financial information.

        Property, plant and equipment:    As of the effective time of the merger, fixed assets are required to be measured at fair value, unless those assets are classified as held-for-sale on the acquisition date. The acquired assets can include assets that are not intended to be used or sold, or that are intended to be used in a manner other than their highest and best use. Dawson does not have sufficient information at this time as to the specific types, nature, age, condition or location of these assets, nor does it know the appropriate valuation premise, as the valuation premise requires a certain level of knowledge about the assets being evaluated as well as a profile of the associated market participants. All of these elements can cause differences between fair value and net book value.

        As a result of the estimated consideration expected to be transferred being less than the book value of net asset acquired at September 30, 2014, Dawson is required to analyze the purchase price allocation and the potential reasonableness of reflecting a bargain purchase. Upon completing this analysis, Dawson determined that the merger is not an acquisition of a distressed business and accordingly reflected a substantial write down in the property, plant and equipment to its fair value which is reflected by the value of the consideration expected to be transferred. Furthermore, in allocating the remainder of the purchase price to the indicated fair value of the property, plant and equipment, there is not any excess purchase price to be allocated to goodwill.

        Intangible assets:    As of the effective time of the merger, intangible assets which are identifiable are required to be measured at fair value and these acquired assets could include assets that are not intended to be used or sold or that are intended to be used in a manner other than their highest and best use. For purposes of the unaudited pro forma condensed combined consolidated financial information, it is assumed that all assets will be used in a manner that represents the highest and best use of those assets, but it is not assumed that any market participant synergies will be achieved. The consideration of synergies has been excluded because they are not considered to be factually supportable, which is a required condition for these pro forma adjustments.

        The fair value of intangible assets is determined primarily using the "income approach," which requires an estimate or forecast of all the expected future cash flows either through the use of the relief-from-royalty method or the multi-period excess earnings method.

        At this time, Dawson does not have sufficient information as to the amount, timing and likelihood of cash flows for the purposes of valuing the intangible assets. Some of the more significant

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assumptions inherent in the development of intangible asset values, from the perspective of a market participant, include: the amount and timing of projected future cash flows (including revenue, cost of sales, sales and marketing expenses, and working capital/contributory asset charges); the discount rate selected to measure the risks inherent in the future cash flows; and the assessment of the asset's life cycle and the competitive trends impacting the asset, as well as other factors. However, for purposes of the unaudited pro forma condensed combined consolidated financial information, Dawson used public information on other comparable acquisition transactions to estimate the fair value of the intangible assets. The intangible assets consist of a customer relationship intangible of $1,700,000 that is expected to be amortized over a 15-year life, a trademark of $800,000 that is assumed to have an indefinite life and thus no amortization impact and backlog of $200,000 that is expected to be expensed over a one year period.

        The annual impact of the incremental amortization expense is estimated to be $113,000 per year following the merger.

        These preliminary estimates of fair value and estimated useful life will likely be different from the final acquisition accounting, and the difference could have a material impact on the accompanying unaudited pro forma condensed combined consolidated financial information. A 20% change in the valuation of definite-lived intangible assets would cause a corresponding approximate $23,000 increase or decrease in amortization during the first year following the merger. Once Dawson has full access to the specifics of TGC's intangible assets, additional insight will be gained that could impact: (i) the estimated total value assigned to intangible assets, (ii) the estimated allocation of value between definite-lived and indefinite-lived intangible assets and/or (iii) the estimated weighted-average useful life of each category of intangible assets. The estimated intangible asset values and their useful lives could be impacted by a variety of factors that may become known to Dawson only upon access to additional information and/or by changes in such factors that may occur prior to the effective time of the merger.

        Deferred income tax liabilities:    As of the effective time of the merger, adjustments will be made for deferred taxes as part of the accounting for the acquisition. The $7,254,000 deferred tax decrease reflects the estimated deferred tax liability impact of the acquisition on the balance sheet, primarily related to estimated fair value adjustments for acquired tangible and intangible assets. For purposes of the unaudited pro forma condensed combined consolidated financial information, deferred taxes are provided at the TGC deferred tax rate of 34.66%, which includes the U.S. federal statutory income tax rate plus the estimated state rate at which the deferred tax items will turn in future periods. This rate does not reflect Dawson's effective tax rate, which includes other tax items, such as state taxes, as well as other tax charges or benefits and does not take into account any historical or possible future tax events that may impact the combined company. When the merger is completed and additional information becomes available, it is likely the applicable income tax rate will change. See Note 6, Adjustments to Unaudited Pro Forma Condensed Combined Balance Sheet, Item (f).


5. Reclassifications

        Certain reclassifications have been made to TGC's historical statements of income to conform to Dawson's presentation as follows:

        Item (a):    The adjustments reflect a reclassification of TGC's cost and estimated earnings in excess of billings on uncompleted contracts and TGC's billings in excess of costs and estimated earnings on uncompleted contracts to conform to the combined entity's presentation of accounts receivable, net of allowance and deferred revenue.

        Item (b):    The adjustment to prepaid and other assets reflects the reclassification of TGC's prepaid deposits of $82,000 from other assets to conform to the combined entity's presentation.

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        Item (c):    The adjustment to accrued liabilities: payroll costs and other taxes of $1,487,000 reflects the reclassification out of TGC's accrued liabilities, which includes federal and state income taxes payable, to conform to the combined entity's presentation.


6. Adjustments to Unaudited Pro Forma Condensed Combined Balance Sheet

        Item (d):    Reflects the elimination of TGC's historical accumulated depreciation and an estimated fair value adjustment of $23,640,000 to property, plant and equipment based on preliminary due diligence and consideration expected to be transferred. The estimate of fair value is preliminary and subject to change and could vary materially from the actual adjustment on the closing date.

        Item (e):    This adjustment removes TGC's historical goodwill that will not remain upon consummation of the merger.

        Item (f):    Reflects the estimated deferred tax impact of $7,254,000 to long-term deferred tax liabilities. These adjustments reflect the estimated deferred tax impact of the acquisition on the balance sheet, primarily related to the estimated fair value adjustments for acquired intangible assets and fair value of property, plant and equipment. For purposes of the unaudited pro forma condensed combined consolidated financial information, deferred taxes are provided at the TGC deferred tax rate of 34.66%, which includes the U.S. federal statutory income tax rate plus the estimated state tax rate at which the deferred tax items will turn in future periods. This rate does not reflect Dawson's effective tax rate, which includes other tax items, such as non-deductible items, as well as other tax charges or benefits, and does not take into account any historical or possible future tax events that may impact the combined company. When the merger is completed and additional information becomes available, it is likely the applicable income tax rate will change.

        Item (g):    Reflects an estimated fair value adjustment of $2,700,000 to intangibles for customer relationships, trademarks and backlog based on preliminary due diligence and valuation methods. The estimate of fair value is preliminary and subject to change and could vary materially from the actual adjustment on the closing date. For purposes of the unaudited pro forma condensed combined consolidated financial information, it is assumed that all assets will be used in the operations of the combined business and that all assets will be used in a manner that represents the highest and best use of those assets.

        Item (h):    The adjustment to Dawson's common stock reflects the elimination of TGC's historical common stock, additional paid in capital, retained earnings and treasury stock and other comprehensive income, net of tax. An estimated 14,255,220 shares of TGC stock will be issued to Dawson's stockholders and 7,332,336 shares of common stock will be issued to TGC's stockholders after the 1-for-3 reverse stock split prior to the consummation of the merger. With this assumption, consideration for the acquisition will be valued at $50,102,000 which is the expected value of the 7,332,336 shares of the TGC stock upon consummation of the merger and the fair value of vested stock awards. The estimated number of shares to be issued is preliminary and subject to change and could vary materially from the actual number of shares issued on the closing date.

        Item (i):    Reflects the estimated transaction costs of $4,877,000 to accounts payable based on preliminary information and is subject to change and could vary materially from the actual adjustment on the closing date.


7. Adjustments to Unaudited Pro Forma Condensed Combined Statements of Income

        Item (j):    Reflects an expense related to the amortization of backlog.

        Item (k):    The reduction in the pro forma depreciation expense is as a result of varying depreciation trends between TGC's historical and expected trend and the expected and assumed trend

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of the acquired tangible assets. All of the acquired tangible assets are assumed to begin depreciating at October 1, 2013 and have a 3-year life.

        Item (l):    To record the income tax effects of the purchase accounting adjustments. Dawson has assumed a 38.64% tax rate when estimating the tax impacts of the pro forma adjustments, which represents the Federal statutory income tax rate in effect in the United States plus estimated state taxes during the periods presented in the unaudited pro forma condensed combined consolidated financial information. Although not reflected in the unaudited pro forma condensed combined consolidated financial information, the effective tax rate of the combined company could be significantly different depending on post-acquisition activities, including the geographical mix of taxable income affecting state taxes, among other factors. When the merger is completed and additional information becomes available, it is likely the applicable income tax rate will change.


8. Pro Forma Earnings Per Share

        The pro forma basic and diluted earnings per share are based on the 21,587,556 shares of TGC common stock to be outstanding upon consummation of the merger and are assumed to have been issued as of October 1, 2013 and outstanding for the entire period. There are no diluted shares for the fiscal year ended September 30, 2014 as a result of the loss for the period.

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LEGAL MATTERS

        The validity of the TGC common stock offered under this joint proxy statement/prospectus will be passed upon for TGC by Haynes and Boone, LLP, Dallas, Texas. Certain U.S. federal income tax consequences relating to the merger will be passed upon for Dawson by Baker Botts L.L.P., Dallas, Texas, and for TGC by Haynes and Boone, LLP, Dallas, Texas.

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DATES FOR SUBMISSION OF SHAREHOLDER PROPOSALS FOR THE
2015 ANNUAL MEETINGS

Dawson

        As a result of the pending business combination with TGC, the Dawson board of directors has postponed the 2015 annual meeting of Dawson shareholders, including the election of directors. Dawson annual meetings are normally held in the month of January each year and the 2014 annual meeting was held on January 21, 2014. If the proposed merger is consummated during the first calendar quarter of 2015, as anticipated, Dawson shareholders will become TGC shareholders and Dawson will become a wholly-owned subsidiary of TGC, so no annual meeting of Dawson shareholders would be necessary. If, for any reason, completion of the merger is delayed, or the merger agreement is terminated, the Dawson board of directors would then determine whether to call for an annual meeting of Dawson shareholders for the fiscal year ended September 30, 2014, in order to remain in compliance with the bylaws of the corporation and applicable law.


TGC

Inclusion of Proposals in TGC's Proxy Statement and Proxy Card under the SEC's Rules

        Shareholders may submit proposals appropriate for shareholder action at the next annual meeting of TGC shareholders consistent with the regulations of the SEC. If a shareholder desired to have such proposal included in the proxy statement and form of proxy distributed by TGC's board of directors with respect to such meeting, the proposal must have been received at TGC's principal executive offices, 101 E. Park Blvd., Suite 955, Plano, TX 75074, no later than January 2, 2015 (or, if TGC were to schedule the TGC 2015 annual meeting of shareholders on a date that is not within 30 days of June 3, 2015, the anniversary of the TGC 2014 annual meeting of shareholders, not later than a reasonable period of time before TGC begins to print and send its proxy materials for the its 2015 annual meeting of shareholders).

Bylaw Requirements for Shareholder Submissions of Nominations and Proposals

        In accordance with Section 2:2 of TGC's amended and restated bylaws, shareholders who wish to present business or nominate a person for election to the TGC board of directors committee outside of Rule 14a-8 promulgated under the Exchange Act must submit such business proposal or nomination to TGC's corporate secretary for receipt not less than 60 days and not more than 90 days prior to the one-year anniversary of the date on which TGC first mailed its proxy materials for the preceding year's annual meeting of shareholders (in the case of the next annual meeting, not before February 1, 2015 and not later than March 3, 2015).

        Pursuant to TGC's amended and restated bylaws, the notice of nomination is required to contain certain information about both the nominee and the shareholder making the nomination, including information required by Regulation 14A of the Exchange Act; any other information the shareholder believes would be helpful in evaluating the nominee; written consent of the nominees to stand for election if nominated and to comply with the requirements of the board of directors; all relevant information to conduct an evaluation of the nominee; and all other pertinent information required by applicable law.

        The foregoing summary of TGC's shareholder nomination and proposal procedures is not complete and is qualified in its entirety by reference to the full text of TGC's amended and restated bylaws, which are incorporated by reference into this registration statement as Exhibit 3.3.

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HOUSEHOLDING OF JOINT PROXY STATEMENT/PROSPECTUS

        The SEC has adopted rules that permit companies and intermediaries such as brokers to satisfy delivery requirements for proxy statements and annual reports with respect to two or more shareholders sharing the same address by delivering a single proxy statement or annual report, as applicable, addressed to those shareholders. As permitted by the Exchange Act, only one copy of this joint proxy statement/prospectus is being delivered to shareholders residing at the same address, unless shareholders have notified the company whose shares they hold of their desire to receive multiple copies of the joint proxy statement/prospectus. This process, which is commonly referred to as "householding," potentially provides extra convenience for shareholders and cost savings for companies.

        If, at any time, you no longer wish to participate in householding and would prefer to receive a separate joint proxy statement/prospectus, or if you are receiving multiple copies of this joint proxy statement/prospectus and wish to receive only one, please contact the company whose shares you hold at their address identified in the following sentences. Each of Dawson and TGC will promptly deliver, upon oral or written request, a separate copy of this joint proxy statement/prospectus to any shareholder residing at an address to which only one copy was mailed. Requests for additional copies should be directed to: Dawson Geophysical Company, Attention: Investor Relations, 508 West Wall, Suite 800, Midland, Texas 79701, (432) 684-3000 or to TGC Industries, Inc., Attention: Investor Relations, 101 East Park Blvd., Suite 955, Plano, Texas 75074, (972) 881-1099.

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WHERE YOU CAN FIND MORE INFORMATION

        TGC has filed a registration statement on Form S-4 to register with the SEC the TGC common stock that TGC will issue to Dawson shareholders in connection with the proposed merger. This document is part of that registration statement and constitutes a prospectus of TGC in addition to being a proxy statement for Dawson and TGC for each company's special meeting. As allowed by SEC rules, this joint proxy statement/prospectus does not contain all of the information you can find in the registration statement or the exhibits to the registration statement.

        Dawson and TGC file annual, quarterly and current reports, proxy statements and other information with the SEC. You may read and copy any reports, statements or other information Dawson and TGC file at the SEC's public reference room located at 100 F Street N.E., Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 for further information on the public reference room. These SEC filings are also available to the public at the website maintained by the SEC at http://www.sec.gov, by Dawson at http://www.dawson3d.com, and by TGC at http://www.tgcseismic.com. Dawson and TGC do not intend for information contained on or accessible through their respective websites to be part of this joint proxy statement/prospectus, other than the documents that Dawson files with the SEC that are incorporated by reference into this joint proxy statement/prospectus.

        The SEC allows Dawson to "incorporate by reference" business and financial information that is not included in or delivered with this document, which means that Dawson can disclose important information to you by referring to another document filed separately with the SEC. The information incorporated by reference is deemed to be part of this document, except for any information that is superseded by information in this document or incorporated by reference subsequent to the date of this document.

        This joint proxy statement/prospectus incorporates by reference the documents listed below that Dawson has previously filed with the SEC:

        In addition, Dawson incorporates by reference additional documents that it may subsequently file with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act between the date of this joint proxy statement/prospectus and the date of Dawson's special meeting of shareholders (other than information furnished and not filed with the SEC). These documents include periodic reports such as annual reports on Form 10-K, quarterly reports on Form 10-Q and current reports on Form 8-K.

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        Documents incorporated by reference are available to TGC and Dawson shareholders from Dawson or the SEC. Documents listed above are available from Dawson without charge, excluding all exhibits, unless the exhibits have specifically been incorporated by reference in this joint proxy statement/prospectus. Holders of this document may obtain documents listed above by written or oral request from Dawson at:

Dawson Geophysical Company
508 West Wall, Suite 800
Midland, Texas 79701
Attention: Investor Relations
Telephone: (432) 684-3000

        If you would like to request documents from Dawson, please do so by Monday, February 2, 2015 to receive timely delivery of the documents in advance of the Dawson special meeting.

        Dawson has provided all of the information contained in this joint proxy statement/prospectus with respect to Dawson, and TGC has provided all of the information contained in this joint proxy statement/prospectus with respect to TGC.

        You should rely only on the information contained or incorporated by reference in this joint proxy statement/prospectus to vote on the proposals submitted by the boards of directors of Dawson and TGC. Neither Dawson nor TGC has authorized anyone to provide you with information that is different from what is contained or incorporated by reference in this joint proxy statement/prospectus. This joint proxy statement/prospectus is dated December 31, 2014. You should not assume that the information contained in this joint proxy statement/prospectus is accurate as of any date other than such date, and neither the mailing of this document to Dawson and TGC shareholders nor the issuance of TGC common stock in connection with the proposed merger shall create any implication to the contrary.

        If you own Dawson or TGC common stock, please complete, sign, date and promptly return the enclosed proxy in the enclosed prepaid envelope. The prompt return of your proxy will help save additional solicitation expense.

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INDEX TO FINANCIAL STATEMENTS

 
  Page  

TGC INDUSTRIES, INC.

       

Consolidated Financial Statements of TGC Industries, Inc.

       

Report of Independent Registered Public Accounting Firm

    F-2  

Consolidated Balance Sheets as of December 31, 2013 and 2012

    F-3  

Consolidated Statements of Operations for the Years Ended December 31, 2013, 2012 and 2011

    F-5  

Consolidated Statements of Comprehensive Income (Loss) for the Years Ended December 31, 2013, 2012 and 2011

    F-6  

Consolidated Statements of Shareholders' Equity for the Years Ended December 31, 2013, 2012 and 2011

    F-7  

Consolidated Statements of Cash Flows for the Years Ended December 31, 2013, 2012 and 2011

    F-8  

Notes to Consolidated Financial Statements

    F-9  

Unaudited Consolidated Financial Statements of TGC Industries, Inc.

       

Consolidated Balance Sheets as of September 30, 2014 (unaudited) and December 31, 2013

    F-20  

Consolidated Statements of Operations for the Three Months and Nine Months Ended September 30, 2014 and 2013 (unaudited)

    F-22  

Consolidated Statements of Comprehensive Income for the Three Months and Nine Months Ended September 30, 2014 and 2013 (unaudited)

    F-23  

Consolidated Statements of Cash Flows for the Nine Months Ended September 30, 2014 and 2013 (unaudited)

    F-24  

Notes to Consolidated Financial Statements

    F-25  

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Report of Independent Registered Public Accounting Firm

Board of Directors and Shareholders
TGC Industries, Inc. and Subsidiary

        We have audited the accompanying consolidated balance sheets of TGC Industries, Inc. and Subsidiary (the "Company") as of December 31, 2013 and 2012, and the related consolidated statements of operations, comprehensive income (loss), shareholders' equity, and cash flows for each of the years in the three-year period ended December 31, 2013. The Company's management is responsible for these consolidated financial statements. Our responsibility is to express an opinion on these consolidated financial statements based on our audits.

        We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the consolidated financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

        In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the consolidated financial position of TGC Industries, Inc. and Subsidiary as of December 31, 2013 and 2012, and the consolidated results of their operations and their cash flows for each of the years in the three-year period ended December 31, 2013 in conformity with accounting principles generally accepted in the United States of America.

        We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), TGC Industries, Inc. and Subsidiary's internal control over financial reporting as of December 31, 2013, based on criteria established in Internal Control—Integrated Framework (1992) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO), and our report dated March 17, 2014 expressed an unqualified opinion on the effectiveness of the Company's internal control over financial reporting.

/s/ LANE GORMAN TRUBITT, PLLC

Dallas, Texas
March 17, 2014

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TGC Industries, Inc. and Subsidiaries

CONSOLIDATED BALANCE SHEETS

December 31,

 
  2013   2012  

ASSETS

             

CURRENT ASSETS

   
 
   
 
 

Cash and cash equivalents

 
$

16,130,374
 
$

8,614,244
 

Trade accounts receivable

    10,742,412     35,640,758  

Cost and estimated earnings in excess of billings on uncompleted contracts

    2,312,947     6,263,943  

Prepaid expenses and other

    1,808,411     1,824,779  

Prepaid federal and state income tax

    3,909,198      
           

Total current assets

    34,903,342     52,343,724  

PROPERTY AND EQUIPMENT—at cost

   
 
   
 
 

Machinery and equipment

   
185,405,886
   
190,943,331
 

Automobiles and trucks

    14,272,341     15,265,627  

Furniture and fixtures

    486,700     488,779  

Leasehold improvements

    14,994     14,994  
           

    200,179,921     206,712,731  

Less accumulated depreciation and amortization

   
(137,072,725

)
 
(117,326,964

)
           

    63,107,196     89,385,767  

Goodwill

   
201,530
   
201,530
 

Other assets

    89,470     96,817  
           

    291,000     298,347  
           

Total assets

  $ 98,301,538   $ 142,027,838  
           
           

   

The accompanying notes are an integral part of these statements.

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TGC Industries, Inc. and Subsidiaries

CONSOLIDATED BALANCE SHEETS (Continued)

December 31,

 
  2013   2012  

LIABILITIES AND SHAREHOLDERS' EQUITY

             

CURRENT LIABILITIES

   
 
   
 
 

Trade accounts payable

 
$

4,097,819
 
$

13,680,538
 

Accrued liabilities

    2,585,993     5,544,071  

Billings in excess of costs and estimated earnings on uncompleted contracts

    653,220     3,757,349  

Federal and state income tax payable

        4,569,891  

Current maturities of notes payable

    8,434,879     10,615,279  

Current portion of capital lease obligations

    1,423,268     1,960,503  
           

Total current liabilities

    17,195,179     40,127,631  

NOTES PAYABLE, less current maturities

   
6,483,112
   
14,412,598
 

CAPITAL LEASE OBLIGATIONS, less current portion

    901,707     1,884,937  

LONG-TERM DEFERRED TAX LIABILITY

    4,590,739     7,617,111  

COMMITMENTS AND CONTINGENCIES

         

SHAREHOLDERS' EQUITY

   
 
   
 
 

Preferred stock, $1.00 par value; 4,000,000 shares authorized; issued—none

         

Common stock, $0.01 par value; 35,000,000 and 25,000,000 shares authorized; 22,090,127 and 20,732,500 shares issued and outstanding in each period, respectively

    220,901     207,325  

Additional paid-in capital

    31,508,662     29,573,986  

Retained earnings

    41,757,515     48,073,556  

Treasury stock, at cost; 145,335 and 80,076 shares in each period, respectively

    (1,251,099 )   (691,009 )

Accumulated other comprehensive income (loss)—foreign currency translation adjustments

    (3,105,178 )   821,703  
           

    69,130,801     77,985,561  
           

Total liabilities and shareholders' equity

  $ 98,301,538   $ 142,027,838  
           
           

   

The accompanying notes are an integral part of these statements

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TGC Industries, Inc. and Subsidiaries

CONSOLIDATED STATEMENTS OF OPERATIONS

Years Ended December 31,

 
  2013   2012   2011  

Revenue

  $ 134,534,540   $ 196,317,215   $ 151,028,582  

Cost and expenses

                   

Cost of services

    107,675,356     135,279,937     104,022,944  

Selling, general and administrative

    9,593,068     8,755,270     9,626,679  

Depreciation and amortization expense

    24,644,190     25,502,597     19,214,069  
               

    141,912,614     169,537,804     132,863,692  

Income (loss) from operations

    (7,378,074 )   26,779,411     18,164,890  

Interest expense

    1,091,476     1,222,454     784,425  
               

Income (loss) before income taxes

    (8,469,550 )   25,556,957     17,380,465  

Income tax expense (benefit):

   
 
   
 
   
 
 

Current

    1,155,204     9,525,543     4,077,297  

Deferred

    (3,308,713 )   359,535     2,469,953  
               

Income tax expense (benefit):

    (2,153,509 )   9,885,078     6,547,250  

Net income (loss)

  $ (6,316,041 ) $ 15,671,879   $ 10,833,215  
               
               

Net income (loss) per common share:

                   

Basic

  $ (0.29 ) $ 0.73   $ 0.51  

Diluted

  $ (0.29 ) $ 0.72   $ 0.50  

Weighted average number of shares outstanding:

   
 
   
 
   
 
 

Basic

    21,841,582     21,513,638     21,215,800  

Diluted

    21,841,582     21,898,376     21,548,401  

   

The accompanying notes are an integral part of these statements

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TGC Industries, Inc. and Subsidiaries

Consolidated Statements of Comprehensive Income (Loss)

Years Ended December 31,

 
  2013   2012   2011  

Net Income (loss)

  $ (6,316,041 ) $ 15,671,879   $ 10,833,215  

Other comprehensive income (loss):

   
 
   
 
   
 
 

Foreign currency translation adjustments

    (3,926,881 )   714,576     (641,538 )
               

Comprehensive income (loss)

  $ (10,242,922 ) $ 16,386,455   $ 10,191,677  
               
               

   

The accompanying notes are an integral part of these statements

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TGC Industries, Inc. and Subsidiaries

CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY

 
  Common Stock    
   
   
  Accumulated
Other
Comprehensive
Income (Loss)
   
 
 
  Additional
Paid-in
Capital
  Retained
Earnings
  Treasury
Stock
   
 
 
  Shares   Amount   Total  

Balances at December 31, 2010

    19,242,251   $ 192,423   $ 27,512,709   $ 24,666,326   $ (257,323 ) $ 748,665   $ 52,862,800  

Issuance of common stock awards

    31,851     318     224,681                 224,999  

Issuance of restricted common stock

    15,000     150     (150 )                

Exercise of stock options

    59,334     593     180,912                 181,505  

Amortization of unearned compensation restricted stock awards

            28,603                 28,603  

Amortization of compensation cost of unvested stock options

            230,167                 230,167  

Purchase of treasury shares

                    (71 )       (71 )

Foreign currency translation adjustments

                        (641,538 )   (641,538 )

Net income

                10,833,215             10,833,215  
                               

Balances at December 31, 2011

    19,348,436     193,484     28,176,922     35,499,541     (257,394 )   107,127     63,719,680  

5% common stock dividend

    971,990     9,720     (10,870 )               (1,150 )

Cash dividend

                (3,097,864 )           (3,097,864 )

Issuance of restricted common stock

    219,125     2,191     (2,191 )                

Exercise of stock options

    192,949     1,929     809,066         (433,615 )       377,380  

Amortization of unearned compensation restricted stock awards

            317,109                 317,109  

Amortization of compensation cost of unvested stock options

            283,950                 283,950  

Foreign currency translation adjustments

                        714,576     714,576  

Net income

                15,671,879             15,671,879  
                               

Balances at December 31, 2012

    20,732,500     207,325     29,573,986     48,073,556     (691,009 )   821,703     77,985,561  

5% common stock dividend

    1,038,224     10,382     (11,321 )               (939 )

Issuance (rescindment) of restricted common stock

    (9,000 )   (90 )   273,157                 273,067  

Exercise of stock options

    328,403     3,284     973,196         (560,090 )       416,390  

Amortization of unearned compensation restricted stock awards

            492,692                 492,692  

Amortization of compensation cost of unvested stock options

            206,952                 206,952  

Foreign currency translation adjustments

                                  (3,926,881 )   (3,926,881 )

Net income (loss)

                (6,316,041 )           (6,316,041 )
                               

Balances at December 31, 2013

    22,090,127   $ 220,901   $ 31,508,662   $ 41,757,515   $ (1,251,099 ) $ (3,105,178 ) $ 69,130,801  

   

The accompanying notes are an integral part of these statements

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TGC Industries, Inc. and Subsidiaries

CONSOLIDATED STATEMENTS OF CASH FLOWS

Years Ended December 31,

 
  2013   2012   2011  

Cash flows from operating activities

                   

Net income (loss)

  $ (6,316,041 ) $ 15,671,879   $ 10,833,215  

Adjustments to reconcile net income (loss) to net cash provided by operating activities:

                   

Depreciation and amortization

    24,644,190     25,502,597     19,214,069  

Gain on disposal of property and equipment

    (676,422 )   (1,069,766 )   (441,524 )

Stock-based compensation

    972,711     601,059     483,769  

Deferred income taxes

    (3,308,713 )   359,535     2,469,953  

Changes in operating assets and liabilities

                   

Trade accounts receivable

    24,086,780     (16,021,574 )   (2,442,223 )

Cost and estimated earnings in excess of billings on uncompleted contracts

    3,950,483     (1,121,420 )   (589,429 )

Prepaid expenses and other

    3,230,777     2,820,516     2,326,499  

Prepaid federal and state income tax

    (3,777,853 )   78,268     1,145,437  

Other assets

    3,755     (17,991 )   (18,035 )

Trade accounts payable

    (9,439,503 )   4,328,707     2,763,004  

Accrued liabilities

    (2,856,390 )   2,911,755     823,278  

Billings in excess of cost and estimated earnings on uncompleted contracts

    (3,068,487 )   2,814,863     (4,550,293 )

Federal and state income tax payable

    (4,475,945 )   2,424,634     2,156,447  
               

Net cash provided by operating activities

   
22,969,342
   
39,283,062
   
34,174,167
 

Cash flows from investing activities

   
 
   
 
   
 
 

Capital expenditures

    (1,848,678 )   (31,970,418 )   (22,011,503 )

Proceeds from sale of property and equipment

    1,181,180     1,704,722     740,658  
               

Net cash used in investing activities

    (667,498 )   (30,265,696 )   (21,270,845 )

Cash flows from financing activities

   
 
   
 
   
 
 

Principal payments on notes payable

    (13,342,462 )   (11,338,097 )   (9,006,101 )

Principal payments on capital lease obligations

    (2,069,661 )   (2,081,176 )   (1,348,164 )

Proceeds from exercise of stock options

    416,390     377,381     181,505  

Purchase of treasury shares

            (71 )

Payment of dividends

    (939 )   (3,099,014 )    
               

Net cash used in financing activities

    (14,996,672 )   (16,140,906 )   (10,172,831 )
               

Net increase (decrease) in cash and cash equivalents

    7,305,172     (7,123,540 )   2,730,491  

Effect of exchange rates on cash

   
210,958
   
(7,775

)
 
(57,435

)

Cash and cash equivalents at beginning of year

   
8,614,244
   
15,745,559
   
13,072,503
 
               

Cash and cash equivalents at end of year

  $ 16,130,374   $ 8,614,244   $ 15,745,559  
               
               

Supplemental cash flow information

                   

Interest paid

  $ 1,129,581   $ 1,222,454   $ 784,425  

Income taxes paid

  $ 9,474,481   $ 7,022,640   $ 774,136  

Noncash investing and financing activities

   
 
   
 
   
 
 

Capital lease obligations incurred

  $ 626,187   $ 2,935,514   $ 1,953,263  

Financed equipment purchase

  $   $ 22,201,800   $ 6,765,619  

Financed insurance premiums

  $ 3,237,881   $ 3,050,024   $ 2,336,121  

Restricted stock awards to employees, net of cancellations

  $ 25,440   $ 1,334,014   $ 101,475  

Stock awards to employees

  $   $   $ 225,000  

Treasury shares issued for stock options exercised

  $ 560,090   $ 433,615   $  

   

The accompanying notes are an integral part of these statements

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NOTE A—NATURE OF OPERATIONS

        TGC Industries, Inc. ("TGC" or the "Company") is engaged in the geophysical services business and primarily conducts seismic surveys and sells gravity data to companies engaged in exploration in the oil and gas industry in the U.S. and Canada.

NOTE B—SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Principles of Consolidation

        The Consolidated Financial Statements include the accounts of TGC Industries, Inc. and its wholly-owned subsidiary, Eagle Canada, Inc. We have eliminated all significant intercompany accounts and transactions.

Business Combinations

        We record acquisitions using the purchase method of accounting and, accordingly, have included the results of operations of acquired businesses in our consolidated results from the date of each acquisition. We allocate the purchase price of our acquisitions to the tangible assets, liabilities, and intangible assets acquired based on their estimated fair values. The excess purchase price over those fair values is recorded as goodwill. The fair value assigned to assets acquired is based on valuations provided by independent consultants and using management's estimates and assumptions.

Foreign Currency

        The functional currency of the Company's international subsidiary is the local currency. Local currency assets and liabilities are translated at the rates of exchange on the balance sheet date, and local currency revenues and expenses are translated at average rates of exchange during the period. The resulting translation adjustments are recorded directly into a separate component of stockholders' equity and represents the only component of accumulated other comprehensive income (loss).

Cash Equivalents

        The Company considers all highly liquid investments with original maturity dates of three months or less to be cash equivalents. The Company maintains its accounts at financial institutions located in Texas and Alberta, Canada. The Texas bank accounts are insured by the Federal Deposit Insurance Corporation up to $250,000. The Alberta bank accounts are insured by the Canadian Depository Insurance Corporation up to $100,000 Canadian.

Trade Accounts Receivable

        Trade accounts receivable are recorded in accordance with terms and amounts as specified in the related contracts on an ongoing basis. The Company evaluates the collectability of accounts receivable on a specific account basis using a combination of factors including the age of the outstanding balances, evaluation of the customer's financial condition, and discussions with relevant Company personnel and with the customers directly. An allowance for doubtful accounts or direct write-off is recorded when it is determined that the receivable may not be collected, depending on the facts known and the probability of collection of the outstanding amount.

Property and Equipment

        Property and equipment are stated at cost. Depreciation and amortization are provided using the straight-line method over the estimated useful lives of the individual assets ranging from 1 to 7 years. The depreciation expense on assets acquired under capital leases is included with depreciation expense

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NOTE B—SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

on owned assets. Expenditures for major renewals and betterments that extend the useful lives of property and equipment are capitalized. Expenditures for maintenance and repairs are charged to expense as incurred.

Long-Lived Assets

        Long-lived assets held and used by the Company are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. For the purposes of evaluating the recoverability of long-lived assets, the recoverability test is performed using undiscounted cash flows estimated to be generated by those assets. No impairment charge was necessary at December 31, 2013, 2012, and 2011.

Income Taxes

        Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between financial statement carrying amounts of existing assets and liabilities and their respective tax bases, in accordance with ASC Topic 740 ("Topic 740"). Deferred tax assets and liabilities are measured using enacted tax rates expected to be applied to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. Deferred tax expense or benefit is the result of changes in deferred tax assets and liabilities. The components of the deferred tax assets and liabilities are individually classified as current or non-current based on their characteristics. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized.

        Topic 740 prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. In accordance with Topic 740, the Company recognizes in its financial statements the impact of a tax position if that position is "more likely than not" to be sustained on audit, based on the technical merits of the position. The Company's estimate of the potential outcome of any uncertain tax issue is subject to management's assessment of relevant risks, facts, and circumstances existing at that time. Topic 740 also provides guidance on derecognition, classification, interest and penalties, accounting in interim periods, and disclosure. Interest and penalties related to unrecognized tax benefits, if any, are recorded as income tax expense. See Note H for further information.

Revenue Recognition

Seismic Surveys

        The Company provides seismic data acquisition survey services to its customers under general service agreements which define certain obligations for the Company and for its customers. We typically enter into a supplemental agreement setting forth the terms of each project, which may be cancelled by either party upon 30 days' advance written notice. These supplemental agreements are either "turnkey" agreements providing for a fixed fee to be paid for each unit of seismic data acquired or "term" agreements providing for a fixed hourly, daily, or monthly fee during the term of the project. Under both types of agreements, the Company recognizes revenues when services have been performed and revenue is realizable. Services are defined as the commencement of data acquisition. Revenues are deemed realizable when earned according to the terms of the contracts. Under turnkey agreements, the total number of units of seismic data to be gathered is set forth in the agreement. Revenue under turnkey agreements is recognized on a per unit of seismic data acquired rate as services are performed.

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NOTE B—SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Revenue under term agreements is recognized on a per unit of time worked rate as services are performed based on the time worked rate provided in the term agreement. In the event of a cancelled contract, revenue is recognized and the client is billed for services performed to the date of contract cancellation. When it becomes evident that the estimates of total costs to be incurred on a contract will exceed the total estimates of revenue to be earned, an estimated loss is recognized in the period in which the loss is identifiable. The asset "Cost and estimated earnings in excess of billings on uncompleted contracts" represents cost incurred on turnkey agreements in excess of billings on those agreements. The liability "Billings in excess of costs and estimated earnings on uncompleted contracts" represents billings on turnkey agreements in excess of cost on those agreements.

Accumulated Other Comprehensive Income

        Comprehensive income is a measure of income which includes both net income and other comprehensive income or loss. Other comprehensive income or loss results from items deferred from recognition in the statement of earnings, which consists solely of foreign currency translation adjustments. Accumulated other comprehensive income (loss) is presented on the Company's consolidated balance sheet as a part of stockholder's equity. In addition, the Company reports comprehensive income and its components in a separate statement of comprehensive income.

        Foreign currency translation income or loss represents changes in foreign currency rates used to translate the assets, liabilities, revenues and expenses of the Company's international subsidiary from the local currency. These changes in foreign currency rates may never be realized or may only be partially realized upon the ultimate disposition, if any, of the international subsidiary. The Company's foreign investment is considered permanent in nature as there are no plans in the foreseeable future for divestiture.

Reclassifications

        Certain reclassifications have been made to the 2012 financial statements to conform to the 2013 presentation.

Share-Based Compensation

        The Company has two stock-based compensation plans, which are described more fully in Note G. The Company recognizes the fair value of the share-based compensation awards as wages in the Statements of Operations on a straight-line basis over the vesting period. As a result, during the years ended December 31, 2013, 2012, and 2011, the Company recognized compensation expense for unvested stock options of $206,952, $283,950, and $230,167, respectively, and unvested restricted stock of $492,692, $317,109, and $28,603, respectively.

        No incentive stock options were granted during the years ended December 31, 2013 and 2012. For the year ended December 31, 2011, the fair value of the single option grant was estimated on the date of the grant using the Binomial Lattice option pricing model with the following assumptions used for the outstanding grants: risk-free interest rate of 0.40%; expected dividend yield of 0.0%; expected life of 5.0 years; and expected volatility of 61.0%.

Financial Instruments

        The Company's financial instruments recorded on the consolidated balance sheet include cash and cash equivalents, accounts receivable, accounts payable, and debt. The carrying amounts of cash and cash equivalents, accounts receivable, and accounts payable approximate fair value because of the

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NOTE B—SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

short-term nature of these items. The carrying amounts of debt obligations approximate fair value due to their relative short-term maturities and their contract rates which approximate market.

Earnings Per Share

        Basic earnings per common share are based upon the weighted average number of shares of common stock outstanding. Diluted earnings per share are based upon the weighted average number of common shares outstanding and, when dilutive, common shares issuable for stock options, warrants, and convertible securities.

        All share and per share amounts for the years ended December 31, 2013, 2012 and 2011, have been adjusted to reflect 5% stock dividends paid May 14, 2013 and May 14, 2012 to shareholders of record as of April 30, 2013, and April 30, 2012, respectively. No stock dividends were declared or paid during the year ended December 31, 2011.

Use of Estimates

        The preparation of consolidated financial statements in accordance with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Recent Accounting Standards

        In July of 2012, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") No. 2012-02, Intangibles—Goodwill and Other (Topic 350)—Testing Indefinite-Lived Intangible Assets for Impairment ("ASU 2012-02"). This ASU provides entities with an option to first assess qualitative factors to determine whether events or circumstances indicate that it is more likely than not that the indefinite-lived intangible asset is impaired. If an entity concludes that it is more than 50% likely that an indefinite-lived intangible asset is not impaired, no further analysis is required. However, if an entity concludes otherwise, it would be required to determine the fair value of the indefinite-lived intangible asset to measure the amount of actual impairment, if any, as currently required under accounting principles generally accepted in the United States ("U.S. GAAP"). The ASU is effective for annual and interim impairment tests performed for fiscal years beginning after September 15, 2012. The Company adopted this update in the first quarter of 2013, and it did not have a significant effect on its consolidated financial statements and related disclosures.

        In July of 2013, the FASB issued ASU No. 2013-11, Income Taxes (Topic 740)—Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exists ("ASU 2013-11"). This ASU clarifies the balance sheet presentation of an unrecognized tax benefit and was issued to resolve the diversity in practice that had developed in the absence any specific U.S. GAAP. ASU 2013-11 is applicable to all entities that have an unrecognized tax benefit due to a net operating loss carryforward, a similar tax loss, of a tax credit carryforward. The ASU is effective for fiscal years, and interim periods within those years, beginning after December 15, 2013, and does not create any new disclosure requirements. The Company will adopt ASU 2013-11 on January 1, 2014. The Company anticipates that the adoption of ASU 2013-11 will not have a significant effect on its consolidated financial statements.

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NOTE C—COSTS, BILLINGS, AND ESTIMATED EARNINGS ON UNCOMPLETED CONTRACTS

        The components of uncompleted contracts are as follows at December 31:

 
  2013   2012  

Costs incurred on uncompleted contracts and estimated earnings

  $ 2,476,716   $ 11,299,753  

Less billings to date

    (816,989 )   (8,793,159 )
           

  $ 1,659,727   $ 2,506,594  
           
           

        The components of uncompleted contracts are reflected in the consolidated balance sheets as follows at December 31:

 
  2013   2012  

Costs and estimated earnings in excess of billings on uncompleted contracts

  $ 2,312,947   $ 6,263,943  

Billings in excess of costs and estimated earnings on uncompleted contracts

    (653,220 )   (3,757,349 )
           

  $ 1,659,727   $ 2,506,594  
           
           

NOTE D—ACCRUED LIABILITIES

        Accrued liabilities consist of the following at December 31:

 
  2013   2012  

Compensation and payroll taxes

  $ 1,091,191   $ 2,004,444  

Accrued sales and use tax

    56,486     336,870  

Insurance

    40,193     335,412  

Accrued interest

    35,000     73,105  

Other

    1,363,123     2,794,240  
           

  $ 2,585,993   $ 5,544,071  
           
           

NOTE E—DEBT

Line of Credit

        In September of 2012, and again in September of 2013, the Company renewed its revolving line of credit allowing the Company to borrow, repay, and re-borrow, from time to time, up to $5,000,000. Interest on the outstanding amount under the line of credit loan agreement is payable monthly at the greater of the prime rate of interest or five percent. The credit loan agreement is secured by a security interest in our accounts receivable. As of December 31, 2013, and since its inception, we have had no borrowings outstanding under the line of credit loan agreement. The line of credit expires September 16, 2014.

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Table of Contents

NOTE E—DEBT (Continued)


Notes Payable

        Notes payable consists of the following at December 31:

 
  2013   2012  

Notes payable to commercial banks

             

Four outstanding notes payable as of 12/31/2013 with interest between 3.50% and 4.60%, due in monthly installments between $128,363 and $215,863 plus interest; collateralized by equipment

 
$

14,416,225
 
$

24,553,291
 

Notes payable to finance companies for insurance

   
 
   
 
 

Two outstanding notes payable as of 12/31/2013 with interest between 4.00% and 4.95%, due in monthly installments between $18,831 and $329,823 including interest

   
501,766
   
474,586
 
           

  $ 14,917,991   $ 25,027,877  

Less current maturities

    (8,434,879 )   (10,615,279 )
           

  $ 6,483,112   $ 14,412,598  
           
           

        Aggregate annual maturities of notes payable at December 31, 2013 are as follows:

Year Ending December 31,
   
 

2014

  $ 8,434,879  

2015

  $ 4,814,389  

2016

  $ 1,540,360  

2017

  $ 128,363  

2018

  $  
       

  $ 14,917,991  
       
       

NOTE F—LEASES

Capital Lease Obligations

        The Company leases vehicles and certain specialized seismic equipment under leases classified as capital leases. The following is a schedule showing the future minimum lease payments under capital leases by years and the present value of the minimum lease payments as of December 31, 2013.

Year Ending December 31,
   
 

2014

  $ 1,523,229  

2015

    784,925  

2016

    150,572  

2017

     
       

Total minimum lease payments required

    2,458,726  

Less: Amount representing interest

    (133,751 )
       

Present value of minimum lease payments

    2,324,975  

Less current maturities

    (1,423,268 )
       

  $ 901,707  
       
       

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Table of Contents

NOTE F—LEASES (Continued)

        The net book value of the capital assets leased was approximately $2,954,000 and $4,957,000 as of December 31, 2013 and 2012, respectively. Total accumulated depreciation for fixed assets under capital lease with remaining obligations was approximately $7,221,000 and $5,114,000 as of December 31, 2013, and 2012, respectively. Interest rates on these leases range from 4.58% to 8.17%.

Operating Lease Obligations

        The Company leases five offices and two warehouse facilities under operating leases that expire at various dates between April 2014 and October 2018 with one lease on a month-to-month basis. One of the office facilities, used by the Company as its corporate headquarters, is located in Plano, Texas. One of the office facilities, used by Eagle Canada, is located in Calgary, Alberta. The warehouse facilities, used as warehouse and equipment repair facilities, are located in Denison, Texas, and Calgary, Alberta. Two office facilities are used as sales offices and are located in Houston, Texas, and Midland, Texas. On October 31, 2013, we closed our sales office in Oklahoma City, Oklahoma. The remaining office facility, located in Pratt, Kansas, is used as a permitting office. Rent expense for these facilities for the years ended December 31, 2013, 2012, and 2011 was approximately $750,000, $700,000, and $605,000, respectively.

        The following is a schedule by years of future minimum rental payments required under the operating leases as of December 31, 2013:

2014

  $ 642,340  

2015

    467,755  

2016

    371,354  

2017

    244,845  

2018 and thereafter

    104,934  
       

Total minimum payments required

  $ 1,831,228  
       
       

NOTE G—SHAREHOLDERS' EQUITY

Net Income (Loss) Per Share

        The following is a reconciliation of net income (loss) and weighted average common shares outstanding for purposes of calculating basic and diluted net income (loss) per share:

 
  December 31,  
 
  2013   2012   2011  

Numerator:

                   

Net income (loss)

  $ (6,316,041 ) $ 15,671,879   $ 10,833,215  

Denominator:

   
 
   
 
   
 
 

Basic—weighted average common shares outstanding

    21,841,582     21,513,638     21,215,800  

Effect of Dilutive Securities:

   
 
   
 
   
 
 

Stock options

        384,738     332,601  
               

    21,841,582     21,898,376     21,548,401  
               
               

Basic net income (loss) per share

  $ (0.29 ) $ 0.73   $ 0.51  

Diluted net income (loss) per share

  $ (0.29 ) $ 0.72   $ 0.50  

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NOTE G—SHAREHOLDERS' EQUITY (Continued)

        Outstanding options that were not included in the diluted calculation because their effect would be anti-dilutive totaled 35,373 and 44,370 for the years ended December 31, 2013 and 2012, respectively.

        All share and per share amounts have been adjusted to reflect 5% stock dividends paid May 14, 2013, and May 14, 2012, to shareholders of record as of April 30, 2013, and April 30, 2012.

Share-Based Compensation Plans

        The Company currently has in effect a 2006 stock award plan (the "2006 Plan"). At the June 11, 2010 Annual Meeting of Shareholders, the shareholders approved an increase of 2,000,000 shares of common stock for issuance under the 2006 Plan. This increased the total aggregate number of shares of common stock under the 2006 Plan to 3,000,000 shares. The 2006 Plan provides for the granting of stock options, common stock, and restricted stock. The 2006 Plan is administered by a committee of the Board of Directors (the "Committee"). Currently the Committee is comprised of three directors. Any stock options granted under the 2006 Plan will be exercisable as set forth in the option agreements pursuant to which they are issued, but in no event will stock options be exercisable after the expiration of five (5) years from the date of grant. Outstanding options, under the 2006 Plan at December 31, 2013, have vesting periods ranging from the date of grant to the third annual anniversary of the grant.

        During 2013, 117,611 options were granted, and 391,733 options were exercised or cancelled under the 2006 Plan. During 2012, 143,602 options were granted, and 244,445 options were exercised or cancelled under the 2006 Plan. During 2011, 109,347 options were granted, and 80,334 options were exercised or cancelled under the 2006 Plan. Restricted stock consists of shares that are transferred by the Company to a participant, but are subject to substantial risk of forfeiture and to restrictions on their sale or other transfer by the participant. Any restricted stock granted or issued under the 2006 Plan will vest as set forth in the restricted stock agreement pursuant to which it was issued or granted. The provisions of the restricted stock agreements need not be the same with respect to each participant. In November of 2011, December of 2011, January of 2012, August of 2012, February 1, 2013 and June 25, 2013, the Committee granted 25,331, 21,520, 6,000, 213,125, 6,000, and 30,000 shares of restricted stock, respectively. On April 30, 2013, the Committee rescinded 45,000 shares of restricted stock previously granted in August of 2012. The shares of restricted stock were issued in the names of the grantees and had restrictive legends prohibiting their sales prior to vesting. Vesting periods, for restricted stock issued to date, range from at grant date to the third annual anniversary of the grant. Upon vesting, a new certificate is issued for the vested portion without the restrictive legend.

        During the years ended December 31, 2013, 2012, and 2011, the Company recognized compensation expense associated with the restricted stock of $492,692, $317,109, and $28,603, respectively. During the years ended December 31, 2013, 2012, and 2011, no unamortized deferred stock-based compensation was related to any employee that left the Company.

        During the years ended December 31, 2013, 2012, and 2011, the Company recognized compensation expense associated with unvested options of $206,952, $283,950, and $230,167, respectively.

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NOTE G—SHAREHOLDERS' EQUITY (Continued)

        The following table summarizes activity under the 2006 Plan:

 
  Shares under
Option
  Weighted
Average
exercise price
 

Balance at December 31, 2010

    803,681   $ 3.63  

Granted

    109,347   $ 5.78  

Exercised

    (59,334 ) $ 3.06  

Canceled

    (21,000 ) $ 4.10  
             

Balance at December 31, 2011

    832,694   $ 3.97  

Granted

    143,602   $ 6.86  

Exercised

    (192,949 ) $ 4.20  

Canceled

    (51,496 ) $ 8.94  
             

Balance at December 31, 2012

    731,851   $ 4.16  

Granted

    117,611   $ 7.61  

Exercised

    (328,403 ) $ 2.97  

Canceled

    (63,330 ) $ 6.61  
             

Balance at December 31, 2013

    457,729   $ 5.31  
             
             

        The following information applies to options outstanding and exercisable at December 31, 2013:

 
  Range of
Exercise prices
  Number
outstanding
  Weighted average
remaining
contractual
life (in years)
  Weighted
average
exercise price
 

Outstanding options

  $3.52 - $7.18     457,729     2.84   $ 5.31  

Exercisable options

  $3.52 - $7.18     402,724     2.58   $ 5.08  

NOTE H—INCOME TAXES

        The income tax provision (benefit) charged to continuing operations for the years ended December 31, 2013, 2012, and 2011, was as follows:

 
  2013   2012   2011  

Current:

                   

U.S. federal

  $   $ 3,947,400   $ 35,561  

Foreign

    949,207     5,313,874     3,343,374  

State and local

    205,997     264,269     698,362  
               

    1,155,204     9,525,543     4,077,297  

Deferred expense (benefit)

   
(3,308,713

)
 
359,535
   
2,469,953
 
               

  $ (2,153,509 ) $ 9,885,078   $ 6,547,250  
               
               

        The components of the Company's income (loss) before income tax expense attributable to domestic and foreign operations amounted to $(12,635,002) and $4,165,452, respectively, for the year ended December 31, 2013. The components of the Company's income before income tax expense attributable to domestic and foreign operations amounted to $6,018,971 and $19,537,986, respectively, for the year ended December 31, 2012. The components of the Company's income before income tax expense attributable to domestic and foreign operations amounted to $6,085,192 and $11,295,273,

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NOTE H—INCOME TAXES (Continued)

respectively, for the year ended December 31, 2011. The income tax provision differs from the amount of income tax determined by applying the U.S. federal income tax rate (34% for 2013, 35% for 2012, and 34% for 2011) to pretax income (loss) from continuing operations for the years ended December 31, 2013, 2012, and 2011, due to the following:

 
  2013   2012   2011  

Computed "expected" tax expense

  $ (2,879,647 ) $ 8,944,935   $ 5,909,358  

Increase (decrease) in income taxes resulting from:

                   

Change in effective rates used for deferred taxes

            (503,693 )

Nondeductible expenses and other

    590,180     768,652     534,742  

State and local taxes, net of federal benefit

    135,958     171,491     606,843  
               

  $ (2,153,509 ) $ 9,885,078   $ 6,547,250  
               
               

        Net deferred tax liabilities consist of the following components as of December 31, 2013 and 2012:

 
  2013   2012  

Deferred tax assets

             

Foreign tax credits

  $ 244,898   $ 473,405  

Net operating loss carry forwards

    61,139     462,548  

Other

    88,911     92,983  
           

Total deferred tax assets

    394,948     1,028,936  

Deferred tax liability

             

Property, equipment, and intangible asset

    (4,985,687 )   (8,646,047 )
           

Net deferred tax liabilities

  $ (4,590,739 ) $ (7,617,111 )
           
           

        The components giving rise to the net deferred tax items described above have been included in the accompanying balance sheets as of December 31, 2013 and 2012, as follows:

 
  2013   2012  

Current assets

  $   $  

Noncurrent (liabilities)

    (4,590,739 )   (7,617,111 )
           

  $ (4,590,739 ) $ (7,617,111 )
           
           

        As of December 31, 2013, the Company has U.S. net operating loss carry forwards for U.S. federal income tax purposes of approximately $180,000. These net operating losses are available to offset future federal taxable income, if any, and expire from 2027 through 2029. The amount of net operating loss carry forwards that may reduce federal income taxes in any given year are subject to annual limitations and taxable income requirements. The foreign tax credit of $244,898 expires mostly by 2020.

        The Company files a U.S. consolidated federal income tax return for operating activities in the U.S. and Canada. The Company also files federal and local tax returns in Canada, as well as state tax returns in a number of state and local jurisdictions in the U.S. The Company's U.S. federal income tax returns filed for 2010 through 2012 are subject to audit by the IRS. The Company's income tax returns filed in Canada for 2010 through 2012 remain subject to examination by Canadian authorities. As of December 31, 2013 and 2012, the Company had no unrecognized tax benefits within its provision for income taxes.

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NOTE I—401(k) PLAN

        The Company has a 401(k) salary deferral plan which covers all employees who have reached the age of 21 years and have been employed by the Company for at least one year. The covered employees may elect to have an amount deducted from their wages for investment in the retirement plan. The Company makes contributions to the plan equal to 50% of each participant's salary reduction contributions to the plan up to 6% of the participant's compensation. The Company's matching contribution to the plan was approximately $158,000, $113,000, and $98,000, for the years ended December 31, 2013, 2012, and 2011, respectively.

NOTE J—CONCENTRATION OF CREDIT RISK

        The Company sells its geophysical services primarily to large independent oil and gas companies operating in the U.S. and Canada. The Company performs ongoing credit evaluations of its customers' financial condition and, generally, requires no collateral from its customers.

        During the years ended December 31, 2013, 2012, and 2011, our largest customers accounted for approximately 12%, 16%, and 17% of revenues, respectively. As of December 31, 2013, three customers accounted for 27%, 16% and 15% of outstanding accounts receivable. As of December 31, 2012, and 2011, two customers accounted for 29% and 23%, and 13% and 12%, of outstanding accounts receivable, respectively. During 2012, one vendor represented 12% of our purchases. During 2013 and 2011, no vendor represented over 10% of our purchases.

NOTE K—CONTINGENCIES

        In conducting its activities, the Company from time to time is the subject of various claims arising from the ordinary course of business. In the opinion of management, it is remote that these claims will be material to the Company's results of operations and liquidity.

NOTE L—QUARTERLY FINANCIAL DATA—(UNAUDITED)

        The following is a summary of the unaudited quarterly financial information for the two years ended December 31, 2013 and 2012 (in thousands, except per share amounts):

 
  Three Months Ended  
2013
  March 31   June 30   September 30   December 31  

Revenues

  $ 63,204   $ 31,487   $ 21,115   $ 18,728  

Income (loss) from operations

    10,905     (5,620 )   (5,827 )   (6,836 )

Net income (loss)

    6,351     (4,004 )   (3,952 )   (4,712 )

Net income (loss) per share basic

    0.29     (0.18 )   (0.18 )   (0.21 )

Net income (loss) per share diluted

    0.29     (0.18 )   (0.18 )   (0.21 )

 

 
  Three Months Ended  
2012
  March 31   June 30   September 30   December 31  

Revenues

  $ 67,045   $ 30,384   $ 41,835   $ 57,053  

Income (loss) from operations

    20,475     (2,860 )   2,096     7,069  

Net Income (loss)

    12,384     (1,974 )   1,112     4,150  

Net income (loss) per share basic

    0.58     (0.09 )   0.05     0.19  

Net income (loss) per share diluted

    0.57     (0.09 )   0.05     0.19  

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TGC INDUSTRIES, INC.

CONSOLIDATED BALANCE SHEETS

September 30, 2014

 
  September 30, 2014   December 31, 2013  
 
  (Unaudited)
   
 

ASSETS

             

CURRENT ASSETS

   
 
   
 
 

Cash and cash equivalents

  $ 25,064,116   $ 16,130,374  

Trade accounts receivable, net of allowance for doubtful accounts of $-0- in both periods

    8,985,899     10,742,412  

Cost and estimated earnings in excess of billings on uncompleted contracts

    4,620,300     2,312,947  

Prepaid expenses and other

    2,790,235     1,808,411  

Prepaid federal and state income tax

        3,909,198  
           

Total current assets

    41,460,550     34,903,342  

PROPERTY AND EQUIPMENT—at cost

   
 
   
 
 

Machinery and equipment

   
188,061,303
   
185,405,886
 

Automobiles and trucks

    13,377,137     14,272,341  

Furniture and fixtures

    484,206     486,700  

Leasehold improvements

    14,994     14,994  
           

    201,937,640     200,179,921  

Less accumulated depreciation and amortization

    (147,725,913 )   (137,072,725 )
           

    54,211,727     63,107,196  

Goodwill

    201,530     201,530  

Other assets

    81,942     89,470  
           

    283,472     291,000  
           

Total assets

  $ 95,955,749   $ 98,301,538  
           
           

   

See Notes to Consolidated Financial Statements

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TGC INDUSTRIES, INC.

CONSOLIDATED BALANCE SHEETS (Continued)

September 30, 2014

 
  September 30, 2014   December 31, 2013  
 
  (Unaudited)
   
 

LIABILITIES AND SHAREHOLDERS' EQUITY

             

Trade accounts payable

  $ 7,294,617   $ 4,097,819  

Accrued liabilities

    3,396,131     2,585,993  

Billings in excess of costs and estimated earnings on uncompleted contracts

    2,531,275     653,220  

Federal and state income taxes payable

    890,093      

Current maturities of notes payable

    9,214,619     8,434,879  

Current portion of capital lease obligations

    937,048     1,423,268  
           

Total current liabilities

    24,263,783     17,195,179  

NOTES PAYABLE, less current maturities

   
6,312,379
   
6,483,112
 

CAPITAL LEASE OBLIGATIONS, less current portion

   
364,801
   
901,707
 

LONG-TERM DEFERRED TAX LIABILITY

   
1,025,116
   
4,590,739
 

SHAREHOLDERS' EQUITY

   
 
   
 
 

Preferred stock, $1.00 par value; 4,000,000 shares authorized; issued—none          

         

Common stock, $.01 par value; 35,000,000 shares authorized; 22,102,502 and 22,090,127 issued and outstanding in each period, respectively

    221,025     220,901  

Additional paid-in capital

    32,052,956     31,508,662  

Retained earnings

    37,995,738     41,757,515  

Treasury stock, at cost, 145,335 shares in each period

    (1,251,099 )   (1,251,099 )

Accumulated other comprehensive income (loss)—foreign currency translations adjustments

    (5,028,950 )   (3,105,178 )
           

    63,989,670     69,130,801  
           

Total liabilities and shareholders' equity

  $ 95,955,749   $ 98,301,538  
           
           

   

See Notes to Consolidated Financial Statements

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TGC INDUSTRIES, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)

September 30, 2014

 
  Three Months Ended
September 30,
  Nine Months Ended
September 30,
 
 
  2014   2013   2014   2013  

Revenue

  $ 26,094,909   $ 21,115,045   $ 93,133,099   $ 115,806,689  

Cost and expenses

   
 
   
 
   
 
   
 
 

Cost of services

    25,071,320     18,492,618     76,641,928     90,011,820  

Selling, general and administrative expense

    2,288,412     2,391,946     7,060,970     7,226,433  

Depreciation and amortization expense

    4,708,500     6,057,092     14,639,933     19,110,476  
                   

    32,068,232     26,941,656     98,342,831     116,348,729  

Loss from operations

   
(5,973,323

)
 
(5,826,611

)
 
(5,209,732

)
 
(542,040

)

Interest expense

   
148,770
   
275,509
   
506,296
   
903,667
 
                   

Loss before income taxes

   
(6,122,093

)
 
(6,102,120

)
 
(5,716,028

)
 
(1,445,707

)

Income tax expense (benefit)

   
(2,112,616

)
 
(2,150,433

)
 
(1,954,251

)
 
158,537
 
                   

NET LOSS

 
$

(4,009,477

)

$

(3,951,687

)

$

(3,761,777

)

$

(1,604,244

)
                   
                   

Earnings per common share:

   
 
   
 
   
 
   
 
 

Basic

  $ (0.18 ) $ (0.18 ) $ (0.17 ) $ (0.07 )

Diluted

  $ (0.18 ) $ (0.18 ) $ (0.17 ) $ (0.07 )

Weighted average number of common shares outstanding:

   
 
   
 
   
 
   
 
 

Basic

    21,957,167     21,832,831     21,956,804     21,805,692  

Diluted

    21,957,167     21,832,831     21,956,804     21,805,692  

   

See Notes to Consolidated Financial Statements

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TGC INDUSTRIES, INC.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (UNAUDITED)

September 30, 2014

 
  Three Months Ended
September 30,
  Nine Months Ended
September 30,
 
 
  2014   2013   2014   2013  

Net loss

  $ (4,009,477 ) $ (3,951,687 ) $ (3,761,777 ) $ (1,604,244 )

Other comprehensive income (loss):

                         

Foreign currency translation adjustments

    (1,846,695 )   755,989     (1,923,772 )   (2,093,196 )
                   

Comprehensive income (loss)

  $ (5,856,172 ) $ (3,195,698 ) $ (5,685,549 ) $ (3,697,440 )
                   
                   

   

See Notes to Consolidated Financial Statements

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TGC INDUSTRIES, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)

September 30, 2014

 
  Nine Months Ended
September 30,
 
 
  2014   2013  

CASH FLOWS FROM OPERATING ACTIVITIES

             

Net income (loss)

  $ (3,761,777 ) $ (1,604,244 )

Adjustments to reconcile net income (loss) to net cash provided by operating activities:

             

Depreciation and amortization

    14,639,933     19,110,476  

Gain on disposal of property and equipment

    (198,109 )   (635,265 )

Non-cash compensation

    544,418     817,391  

Deferred income taxes

    (3,565,623 )   (2,792,520 )

Changes in operating assets and liabilities

             

Trade accounts receivable

    1,617,495     23,374,057  

Cost and estimated earnings in excess of billings on uncompleted contracts

    (2,307,580 )   3,046,174  

Prepaid expenses and other

    2,053,325     2,105,774  

Prepaid federal and state income tax

    3,823,925     (1,673,101 )

Other assets

    5,832     1,769  

Trade accounts payable

    3,237,349     (9,374,217 )

Accrued liabilities

    831,063     (2,184,320 )

Billings in excess of cost and estimated earnings on uncompleted contracts

    1,878,055     (2,741,145 )

Income taxes payable

    911,081     (3,543,613 )
           

NET CASH PROVIDED BY OPERATING ACTIVITIES

    19,709,387     23,907,216  

CASH FLOWS FROM INVESTING ACTIVITIES

   
 
   
 
 

Capital expenditures

    (1,258,607 )   (1,250,550 )

Proceeds from sale of property and equipment

    342,618     1,090,607  
           

NET CASH USED IN INVESTING ACTIVITIES

    (915,989 )   (159,943 )

CASH FLOWS FROM FINANCING ACTIVITIES

   
 
   
 
 

Principal payments on notes payable

    (8,528,861 )   (9,929,954 )

Principal payments on capital lease obligations

    (1,153,137 )   (1,586,423 )

Proceeds from exercise of stock options

        395,551  

Payment of dividends

        (939 )
           

NET CASH USED IN FINANCING ACTIVITIES

    (9,681,998 )   (11,121,765 )
           

NET INCREASE IN CASH AND CASH EQUIVALENTS

    9,111,400     12,625,508  

EFFECT OF EXCHANGE RATES ON CASH

   
(177,658

)
 
96,048
 

CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD

   
16,130,374
   
8,614,244
 
           

CASH AND CASH EQUIVALENTS AT END OF PERIOD

  $ 25,064,116   $ 21,335,800  
           
           

Supplemental cash flow information

   
 
   
 
 

Interest paid

 
$

506,297
 
$

903,667
 

Income taxes paid

  $ (3,056,012 ) $ 8,167,772  

Noncash investing and financing activities

   
 
   
 
 

Capital lease obligations incurred

 
$

161,533
 
$

368,396
 

Financed equipment purchase

  $ 6,096,173   $  

Financed insurance premiums

  $ 3,045,297   $ 3,064,370  

Restricted stock awards to employees

  $ 100,200   $ 25,441  

Treasury shares issued for stock options exercised

  $   $ 484,866  

   

See Notes to Consolidated Financial Statements

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TGC INDUSTRIES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2014

NOTE A

BASIS OF PRESENTATION

        The accompanying financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America ("U.S. GAAP") for interim financial information and the instructions to Form 10-Q. Accordingly, they do not include all of the financial information and footnotes required by generally accepted accounting principles for complete financial statements. References to "we," "us," "our," "its," "TGC" or the "Company" refer to TGC Industries, Inc. and our subsidiaries.

        On October 8, 2014, the Company entered into a definitive merger agreement (the "Merger Agreement") with Dawson Geophysical Company ("Dawson"), providing for the merger of Riptide Acquisition Corp., a wholly owned subsidiary of the Company formed for the purpose of the transaction, with and into Dawson, with Dawson continuing as the surviving entity and a wholly owned subsidiary of the Company (the "Merger"). The Merger Agreement provides for Dawson shareholders to receive per share consideration of 1.760 shares of the Company's common stock after giving effect to a 1-for-3 reverse stock split that the Company agreed to implement immediately prior to the Merger. Upon consummation of the Merger, current Dawson and TGC shareholders will own approximately 66% and 34% of the combined company, respectively, and TGC will change its name to "Dawson Geophysical Company." Closing of the Merger is anticipated during the first calendar quarter of 2015, subject to certain approvals by holders of 66.67% of the outstanding shares of both TGC and Dawson, as well as certain other closing conditions and regulatory approvals.


CRITICAL ACCOUNTING POLICIES

        A discussion of our critical accounting policies can be found in our Annual Report on Form 10-K for the fiscal year ended December 31, 2013. There have been no material changes to these policies (including critical accounting estimates and assumptions or judgments affecting the application of those estimates and assumptions) during the quarter ended September 30, 2014. Certain policies have been paraphrased herein for convenience.


REVENUE RECOGNITION

Seismic Surveys

        The Company provides seismic data acquisition survey services to its customers under general service agreements which define certain obligations for the Company and for its customers. The Company typically enters into a supplemental agreement setting forth the terms of each project, which may be cancelled by either party upon 30 days' advance written notice. These supplemental agreements are either "turnkey" agreements providing for a fixed fee to be paid for each unit of seismic data acquired or "term" agreements providing for a fixed hourly, daily, or monthly fee during the term of the project. Under both types of agreements, the Company recognizes revenues when services have been performed and revenue is realizable. Services are defined to begin at the commencement of data acquisition. Revenues are deemed realizable when earned according to the terms of the contracts. Under turnkey agreements, the total number of units of seismic data to be gathered is set forth in the agreement. Revenue under turnkey agreements is recognized on a per unit of seismic data acquired rate as services are performed. Revenue under term agreements is recognized on a per unit of time

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TGC INDUSTRIES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

September 30, 2014

NOTE A (Continued)

worked rate as services are performed based on the time worked rate provided in the term agreement. In the event of a cancelled contract, revenue is recognized and the client is billed for services performed to the date of contract cancellation. When it becomes evident that the estimates of total costs to be incurred on a contract will exceed the total estimates of revenue to be earned, an estimated loss is recognized in the period in which the loss is identifiable. The asset "Cost and estimated earnings in excess of billings on uncompleted contracts" represents cost incurred on turnkey agreements in excess of billings on those agreements. The liability "Billings in excess of costs and estimated earnings on uncompleted contracts" represents billings on turnkey agreements in excess of cost on those agreements.


ACCUMULATED OTHER COMPREHENSIVE INCOME

        Comprehensive income is a measure of income which includes both net income and other comprehensive income or loss. Other comprehensive income or loss results from items deferred from recognition in the statement of operations, which consists solely of foreign currency translation adjustments. Accumulated other comprehensive income (loss) is presented on the Company's consolidated balance sheet as a part of shareholder's equity. In addition, the Company reports comprehensive income and its components in a separate statement of comprehensive income.

        Foreign currency translation income or loss represents changes in foreign currency rates used to translate the assets, liabilities, revenues and expenses of the Company's international subsidiary from the local currency. These changes in foreign currency rates may never be realized or may only be partially realized upon the ultimate disposition, if any, of the international subsidiary. The Company's foreign investment is considered permanent in nature as there are no plans in the foreseeable future for divestiture.


RECENT ACCOUNTING PRONOUNCEMENTS

        In July 2013, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") No. 2013-11, Income Taxes (Topic 740) —Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exists ("ASU 2013-11"). ASU 2013-11 clarifies the balance sheet presentation of an unrecognized tax benefit and was issued to resolve the diversity in practice that had developed in the absence any specific U.S. GAAP. ASU 2013-11 is applicable to all entities that have an unrecognized tax benefit due to a net operating loss carryforward, a similar tax loss, of a tax credit carryforward. The ASU is effective for fiscal years, and interim periods within those years, beginning after December 15, 2013, and does not create any new disclosure requirements. The Company adopted ASU 2013-11 on January 1, 2014, and it did not have a significant effect on its consolidated financial statements.

        In May 2014, the FASB issued ASU No. 2014-09, Revenue (Topic 606)Revenue from Contracts with Customers ("ASU 2014-09"). ASU 2014-09 supersedes nearly all existing revenue recognition guidance under U.S. GAAP and establishes a comprehensive revenue recognition standard for virtually all industries, including those that previously followed industry-specific guidance. The revenue standard's core principle is built on the contract between a vendor and a customer for the provision of goods and services. It attempts to depict the exchange of rights and obligations between the parties in the pattern of revenue recognition based on the consideration to which the vendor is entitled. Three

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TGC INDUSTRIES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

September 30, 2014

NOTE A (Continued)

basic transition methods are available—full retrospective, retrospective with certain practical expedients, and a cumulative effect approach. Under the third alternative, an entity would apply the new revenue standard only to contracts that are incomplete under legacy U.S. GAAP at the date of initial application (i.e., January 1, 2017) and recognize the cumulative effect of the new standard as an adjustment to the opening balance of retained earnings. That is, prior years would not be restated and additional disclosures would be required to enable users of the financial statements to understand the impact of adopting the new standard in the current year compared to prior years that are presented under legacy U.S. GAAP. ASU 2014-09 is effective for annual periods beginning after December 15, 2016, including interim periods therein. Early adoption is prohibited. The Company will adopt ASU 2014-09 on January 1, 2017. The Company will begin evaluating the impact of our pending adoption of ASU 2014-09 on our consolidated financial statements and have not yet determined the method by which we will adopt the standard in 2017.

NOTE B—MANAGEMENT PRESENTATION

        In the opinion of management, all adjustments (consisting of normally recurring accruals) considered necessary for a fair presentation of financial position, results of operations, and changes in financial position have been included. The results of the interim periods are not necessarily indicative of results to be expected for the entire year. Certain information and footnote disclosures normally included in the financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted in this Form 10-Q report pursuant to certain rules and regulations of the Securities and Exchange Commission (the "SEC"). For further information, refer to the financial statements and the footnotes thereto included in the Company's Annual Report on Form 10-K for the year ended December 31, 2013.

NOTE C—EARNINGS (LOSS) PER SHARE

        Basic earnings per common share are based upon the weighted average number of shares of common stock ("common shares") outstanding. Diluted earnings per share are based upon the weighted average number of common shares outstanding and, when dilutive, common shares issuable for stock options, warrants, and convertible securities. All earnings per common share have been adjusted for the 5% stock dividend paid on May 14, 2013, to shareholders of record as of April 30, 2013.

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TGC INDUSTRIES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

September 30, 2014

NOTE C—EARNINGS (LOSS) PER SHARE (Continued)

        The following is a reconciliation of net income (loss) and weighted average common shares outstanding for purposes of calculating basic and diluted earnings per share:

 
  Three Months Ended
September 30,
(Unaudited)
  Nine Months Ended
September 30,
(Unaudited)
 
 
  2014   2013   2014   2013  

Basic:

                         

Numerator:

                         

Net loss

  $ (4,009,477 ) $ (3,951,687 ) $ (3,761,777 ) $ (1,604,244 )

Denominator:

   
 
   
 
   
 
   
 
 

Basic—weighted average common shares outstanding

    21,957,167     21,832,831     21,956,804     21,805,692  
                   

Basic EPS

  $ (0.18 ) $ (0.18 ) $ (0.17 ) $ (0.07 )

Diluted:

   
 
   
 
   
 
   
 
 

Numerator:

                         

Net loss

 
$

(4,009,477

)

$

(3,951,687

)

$

(3,761,777

)

$

(1,604,244

)

Denominator:

   
 
   
 
   
 
   
 
 

Weighted average common shares outstanding

    21,957,167     21,832,831     21,956,804     21,805,692  

Effect of Dilutive Securities:

                         

Stock options

                 
                   

    21,957,167     21,832,831     21,956,804     21,805,692  
                   

Diluted EPS

  $ (0.18 ) $ (0.18 ) $ (0.17 ) $ (0.07 )

NOTE D—DIVIDENDS

        On April 19, 2013, the Company declared a five percent (5%) stock dividend on its outstanding common shares. The 5% stock dividend was paid on May 14, 2013, to shareholders of record as of April 30, 2013. There have been no dividends declared or paid in 2014.

NOTE E—INCOME TAXES

        Deferred income taxes reflect the impact of temporary differences between the amounts of assets and liabilities recognized for financial reporting purposes and such amounts recognized for tax purposes. In addition, the Company paid, during the first nine months of 2014, federal and various state estimated income taxes for tax year 2014, as well as various state income taxes for tax year 2013.

NOTE F—SHARE-BASED COMPENSATION

        The Company accounts for share-based compensation awards and for unvested awards outstanding using the modified prospective application method. Accordingly, we recognized the fair value of the share-based compensation awards as wages in the Consolidated Statements of Operations on a straight-line basis over the vesting period. We have recognized compensation expense, relative to share-

F-28


Table of Contents


TGC INDUSTRIES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

September 30, 2014

NOTE F—SHARE-BASED COMPENSATION (Continued)

based awards, in wages in the Consolidated Statements of Operations of approximately $164,000 and $158,000, or less than $0.01 per share for the three months ended September 30, 2014, and 2013, and approximately $544,000 and $817,000, or approximately $0.02 and $0.04 per share, for the nine months ended September 30, 2014, and 2013, respectively.

        As of September 30, 2014, there was approximately $488,000 of unrecognized compensation expense related to our two share-based compensation plans which the Company expects to recognize over a period of three years.

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Table of Contents


Annex A

Execution Version

AGREEMENT AND PLAN OF MERGER
among
TGC INDUSTRIES, INC.,
RIPTIDE ACQUISITION CORP.
and
DAWSON GEOPHYSICAL COMPANY
Dated as of October 8, 2014


Table of Contents


TABLE OF CONTENTS

ARTICLE I. THE MERGER

    A-2  

Section 1.1

 

The Merger

    A-2  

Section 1.2

 

The Closing

    A-2  

Section 1.3

 

Effective Time

    A-2  

ARTICLE II. GOVERNING DOCUMENTS

   
A-2
 

Section 2.1

 

Articles of Incorporation of the Parent and the Surviving Entity

    A-2  

Section 2.2

 

Bylaws of the Parent and the Surviving Entity

    A-2  

ARTICLE III. DIRECTORS AND OFFICERS OF THE PARENT AND THE SURVIVING ENTITY

   
A-3
 

Section 3.1

 

Board of Directors of Surviving Entity

    A-3  

Section 3.2

 

Officers of Parent and Surviving Entity

    A-3  

Section 3.3

 

Governance Matters

    A-3  

ARTICLE IV. CONVERSION OF COMPANY COMMON STOCK

   
A-4
 

Section 4.1

 

Conversion of Capital Stock of the Company and Merger Sub

    A-4  

Section 4.2

 

Exchange of Certificates Representing Company Common Stock

    A-6  

Section 4.3

 

Adjustment of Exchange Ratio

    A-9  

Section 4.4

 

Name Change and Reverse Stock Split

    A-9  

Section 4.5

 

Tax Consequences

    A-10  

ARTICLE V. REPRESENTATIONS AND WARRANTIES OF THE COMPANY

   
A-10
 

Section 5.1

 

Existence; Good Standing; Corporate Authority

    A-10  

Section 5.2

 

Authorization, Validity, Enforceability and Fairness

    A-11  

Section 5.3

 

Capitalization

    A-11  

Section 5.4

 

Subsidiaries

    A-12  

Section 5.5

 

No Conflict

    A-13  

Section 5.6

 

SEC Documents; Financial Statements

    A-13  

Section 5.7

 

Internal Controls and Procedures

    A-14  

Section 5.8

 

Compliance with Laws; Permits

    A-15  

Section 5.9

 

Litigation

    A-15  

Section 5.10

 

Absence of Certain Changes

    A-16  

Section 5.11

 

Taxes

    A-17  

Section 5.12

 

Employee Benefit Plans

    A-19  

Section 5.13

 

Labor and Employee Matters

    A-21  

Section 5.14

 

Environmental Matters

    A-22  

Section 5.15

 

Properties

    A-23  

Section 5.16

 

Intellectual Property

    A-24  

Section 5.17

 

Insurance

    A-24  

Section 5.18

 

Certain Contracts

    A-25  

Section 5.19

 

Government Contracts

    A-26  

Section 5.20

 

No Brokers

    A-26  

Section 5.21

 

Parent Stock Ownership

    A-26  

Section 5.22

 

Vote Required

    A-26  

Section 5.23

 

Improper Payments

    A-26  

Section 5.24

 

Takeover Statutes; Rights Agreement

    A-27  

Section 5.25

 

Interested Party Transactions

    A-27  

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ARTICLE VI. REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB

    A-28  

Section 6.1

 

Existence; Good Standing; Corporate Authority

    A-28  

Section 6.2

 

Authorization, Validity, Enforceability and Fairness

    A-28  

Section 6.3

 

Capitalization

    A-29  

Section 6.4

 

Subsidiaries

    A-30  

Section 6.5

 

No Conflict

    A-30  

Section 6.6

 

SEC Documents; Financial Statements

    A-31  

Section 6.7

 

Disclosure and Internal Controls and Procedures

    A-32  

Section 6.8

 

Compliance with Laws; Permits

    A-33  

Section 6.9

 

Litigation

    A-33  

Section 6.10

 

Absence of Certain Changes

    A-33  

Section 6.11

 

Taxes

    A-34  

Section 6.12

 

Employee Benefit Plans

    A-36  

Section 6.13

 

Labor and Employee Matters

    A-38  

Section 6.14

 

Environmental Matters

    A-39  

Section 6.15

 

Properties

    A-40  

Section 6.16

 

Intellectual Property

    A-41  

Section 6.17

 

Insurance

    A-41  

Section 6.18

 

Certain Contracts

    A-42  

Section 6.19

 

Government Contracts

    A-43  

Section 6.20

 

No Brokers

    A-43  

Section 6.21

 

Company Stock Ownership

    A-43  

Section 6.22

 

Vote Required

    A-43  

Section 6.23

 

Improper Payments

    A-43  

Section 6.24

 

Takeover Statutes; Rights Agreement

    A-44  

Section 6.25

 

Affiliate Transactions

    A-44  

ARTICLE VII. COVENANTS

   
A-44
 

Section 7.1

 

Conduct of Business by the Company

    A-44  

Section 7.2

 

Conduct of Business by Parent

    A-47  

Section 7.3

 

No Solicitation

    A-50  

Section 7.4

 

Preparation of Proxy Statement; Meetings of Shareholders

    A-53  

Section 7.5

 

Filings; Reasonable Best Efforts

    A-55  

Section 7.6

 

Inspection

    A-56  

Section 7.7

 

Publicity

    A-56  

Section 7.8

 

Listing Application; Ticker Symbol

    A-57  

Section 7.9

 

Section 16 Matters

    A-57  

Section 7.10

 

Expenses

    A-57  

Section 7.11

 

Indemnification and Insurance

    A-57  

Section 7.12

 

Antitakeover Statutes

    A-58  

Section 7.13

 

Notification

    A-58  

Section 7.14

 

Employee Matters

    A-58  

Section 7.15

 

Other Pre-Closing Matters

    A-60  

Section 7.16

 

Shareholder Litigation

    A-60  

ARTICLE VIII. CONDITIONS

   
A-60
 

Section 8.1

 

Conditions to Each Party's Obligation to Effect the Merger

    A-60  

Section 8.2

 

Conditions to Obligation of the Company to Effect the Merger

    A-61  

Section 8.3

 

Conditions to Obligation of Parent and Merger Sub to Effect the Merger

    A-62  

Section 8.4

 

Frustration of Conditions

    A-62  

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ARTICLE IX. TERMINATION

    A-62  

Section 9.1

 

Termination by Mutual Consent

    A-62  

Section 9.2

 

Termination by Parent or the Company

    A-62  

Section 9.3

 

Termination by the Company

    A-63  

Section 9.4

 

Termination by Parent

    A-64  

Section 9.5

 

Effect of Termination

    A-64  

Section 9.6

 

Extension; Waiver

    A-67  

ARTICLE X. GENERAL PROVISIONS

   
A-67
 

Section 10.1

 

Nonsurvival of Representations, Warranties and Agreements

    A-67  

Section 10.2

 

Notices

    A-67  

Section 10.3

 

Assignment; Binding Effect; Benefit

    A-68  

Section 10.4

 

Entire Agreement

    A-68  

Section 10.5

 

Amendments

    A-68  

Section 10.6

 

Governing Law

    A-68  

Section 10.7

 

Headings

    A-68  

Section 10.8

 

Definitions and Interpretation

    A-68  

Section 10.9

 

Severability

    A-71  

Section 10.10

 

Enforcement of Agreement

    A-72  

Section 10.11

 

Consent to Jurisdiction and Venue; Appointment of Agent for Service of Process

    A-72  

Section 10.12

 

No Recourse

    A-72  

Section 10.13

 

Counterparts

    A-72  

Exhibits

Exhibit A

 

Form of Company Shareholder Voting Agreement


Exhibit B


 


Form of Parent Shareholder Voting Agreement


Exhibit C


 


Amended Certificate of Formation of Parent


Exhibit D


 


Form of Employment Agreement


Exhibit E


 


Form of Indemnification Agreement

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GLOSSARY OF DEFINED TERMS

Defined Terms
  Where Defined
Acquisition Proposal   Section 7.3(f)(i)
Affected Participants   Section 7.14(a)
Affiliate   Section 10.8(b)
Agreement   Preamble
Antitrust Laws   Section 10.8(c)
Applicable Law   Section 10.8(d)
Book Entry Share   Section 4.1(a)
Certificate   Section 4.1(a)
Certificate of Merger   Section 1.3
Change/Intent to Terminate Notice   Section 7.3(b)
Closing   Section 1.2
Closing Date   Section 1.2
Code   Recitals
Company   Preamble
Company Adverse Recommendation Change   Section 7.3(b)
Company Affiliate Transaction   Section 5.25
Company Articles of Incorporation   Section 5.1
Company Benefit Plans   Section 5.12(a)
Company Board   Section 3.3(a)
Company Bylaws   Section 5.1
Company Common Stock   Recitals
Company Disclosure Letter   Article V
Company Equity Awards   Section 4.1(e)(i)
Company Financial Advisor   Section 5.2(e)
Company IP   Section 10.8(e)
Company Material Adverse Effect   Section 10.8(f)
Company Material Contract   Section 5.18(a)(viii)
Company Options   Section 5.3(c)
Company Permits   Section 5.8(b)
Company Preferred Stock   Section 5.3(a)
Company Qualified Plan   Section 7.14(e)
Company Recommendation   Section 5.2(d)
Company Registered IP   Section 5.16(a)
Company Reports   Section 5.6(a)
Company Stock Based Award   Section 4.1(e)(ii)
Company Rights Agreement   Section 5.3(a)
Company Stock Option Award   Section 4.1(e)(iii)
Company Stock Plans   Section 4.1(e)(i)
Company Shareholder Approval   Section 5.22
Company Shareholder Voting Agreement   Recitals
Company Shareholders Meeting   Section 7.4(e)
Company Unvested Stock Based Award   Section 4.1(e)(ii)
Company Vested Stock Based Award   Section 4.1(e)(ii)
Company Voting Shareholders   Recitals
Confidentiality Agreement   Section 7.3(a)
Contract   Section 10.8(g)
Continuing Employees   Section 7.14(a)
Covered Participants   Section 7.14(e)

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Table of Contents

Defined Terms
  Where Defined
Dawson 401(k)   Section 7.14(e)
Debt   Section 10.8(h)
Designated Director   Section 3.3(a)
Effective Time   Section 1.3
Environmental Laws   Section 5.14(a)
Equity Award Restrictive Covenants   Section 4.1(e)(vii)
ERISA   Section 5.12(a)
ERISA Affiliate   Section 5.12(a)
Exchange Act   Section 5.5(b)
Exchange Agent   Section 4.2(a)
Exchange Fund   Section 4.2(a)
Exchange Ratio   Section 4.1(a)
Existing Indemnification Agreements   Section 7.11(d)
Fairness Opinion   Section 5.2(e)
Foreign Corrupt Practices Act   Section 5.23(a)
Foreign Government Official   Section 5.23(a)
Form S-4   Section 7.4(a)
GAAP   Section 10.8(i)
Governmental Authority   Section 10.8(j)
Government Contract   Section 5.19
Hazardous Materials   Sections 5.14(a)
HSR Act   Section 5.5(b)
Intellectual Property   Section 10.8(k)
Letter of Transmittal   Section 4.2(b)
Lien   Section 5.4(a)
Material Adverse Effect   Section 10.8(l)
Merger   Recitals
Merger Consideration   Section 4.1(a)
Merger Sub   Preamble
NASDAQ   Section 5.5(b)
No-Shop Party   Section 7.3(a)
Other Director   Section 3.3(c)
Other Party   Section 7.3(a)
Parent   Preamble
Parent Adverse Recommendation Change   Section 7.3(b)
Parent Affiliate Transaction   Section 6.23
Parent Amended Certificate   Section 2.1
Parent Benefit Plans   Section 6.12(a)
Parent Board   Section 3.3(a)
Parent Certificate of Formation   Section 6.1
Parent Common Stock   Recitals
Parent Disclosure Letter   Article VI
Parent Equity Awards   Section 6.3(a)
Parent Financial Advisor   Section 6.2(e)
Parent IP   Section 10.8(m)
Parent Material Adverse Effect   Section 10.8(n)
Parent Material Contract   Section 6.18(a)(viii)
Parent Name Change   Section 2.1
Parent Options   Section 6.3(c)
Parent Permits   Section 6.8(b)

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Defined Terms
  Where Defined
Parent Preferred Stock   Section 6.3(a)
Parent Qualified Plans   Section 7.14(e)
Parent Recommendation   Section 6.2(d)
Parent Registered IP   Section 6.16(a)
Parent Reports   Section 6.6(a)
Parent Stock Plans   Section 6.3(a)
Parent Shareholder Approval   Section 6.22
Parent Shareholder Voting Agreement   Recitals
Parent Shareholders Meeting   Section 7.4(f)
Parent Voting Shareholders   Recitals
Permitted Liens   Section 10.8(o)
Post-Closing Plan   Section 7.14(e)
Person   Section 10.8(p)
Proceeding   Section 10.8(q)
Proxy Statement/Prospectus   Section 7.4(a)
Regulatory Filings   Section 5.5(b)
Related Persons   Section 9.5(g)
Remaining Director   Section 3.3(b)
Representatives   Section 10.8(r)
Returns   Section 5.11(a)
Reverse Stock Split   Recitals
Rollover Awards   Section 4.1(e)(iii)
Rollover Stock Based Awards   Section 4.1(e)(ii)
Rollover Stock Option Awards   Section 4.1(e)(iii)
Sarbanes-Oxley Act   Section 5.7(a)
SEC   Section 4.1(e)(vi)
Securities Act   Section 5.5(b)
Special Valuation Proposal   Section 7.3(f)(ii)
Subsidiary   Section 10.8(s)
Superior Acquisition Proposal Termination   Section 7.3(b)
Superior Proposal   Section 7.3(f)(iii)
Surviving Entity   Section 1.1
Tax or Taxes   Section 10.8(t)
TBOC   Section 1.1
Termination Date   Section 9.2(a)
Treasury Regulations   Recitals
VEBA   Section 5.12(a)

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AGREEMENT AND PLAN OF MERGER

        THIS AGREEMENT AND PLAN OF MERGER (this "Agreement") dated as of October 8, 2014, is by and among TGC Industries, Inc., a Texas corporation ("Parent"), Riptide Acquisition Corp., a Texas corporation and a direct wholly-owned subsidiary of Parent ("Merger Sub"), and Dawson Geophysical Company, a Texas corporation (the "Company").


RECITALS

        A.    The Merger.     The respective Boards of Directors of Parent, Merger Sub and the Company deem it advisable and in the best interests of their respective corporations and shareholders that a transaction be effected pursuant to which (i) Merger Sub will merge with and into the Company, with the Company continuing as the surviving entity (the "Merger"), and (ii) each issued and outstanding share of common stock, par value $0.331/3 per share, of the Company ("Company Common Stock") (other than any Company Common Stock owned by Parent, Merger Sub or the Company or any wholly-owned Subsidiary of the Company), shall be converted into the right to receive the shares of common stock, par value $0.01 per share, of Parent ("Parent Common Stock"), upon the terms and subject to the conditions set forth herein and after giving effect to the Reverse Stock Split (as defined below). In connection with the Merger and the issuance of the Parent Common Stock, Parent will undertake a reverse stock split with respect to the Parent Common stock on a one-for-three ratio (the "Reverse Stock Split") to reduce the total number of shares of Parent Common Stock outstanding to approximately 7,333,708 immediately prior to the Merger.


        B.
    Intended U.S. Tax Consequences.     The parties to this Agreement intend that, for federal income tax purposes, the Merger qualify as a reorganization within the meaning of Section 368(a) of the Internal Revenue Code of 1986, as amended (the "Code"), and the rules and regulations promulgated thereunder (the "Treasury Regulations").


        C.
    Voting Agreements.     Concurrently with the execution of this Agreement, or as soon as practicable after the date hereof, and as a condition and inducement to Parent's willingness to enter into this Agreement, certain officers and directors of the Company (the "Company Voting Shareholders"), who beneficially own, in the aggregate, 2.40% of the outstanding shares of Company Common Stock as of the date hereof, have each executed and delivered to Parent a voting agreement in the form attached hereto as Exhibit A (each, a "Company Shareholder Voting Agreement"), obligating each such signatory to, among other things, vote in favor of the approval of this Agreement and the transactions contemplated hereby, upon the terms and subject to the conditions set forth therein. Concurrently with the execution of this Agreement, and as a condition and inducement to the Company's willingness to enter into this Agreement, certain officers and directors of Parent (the "Parent Voting Shareholders"), who beneficially own, in the aggregate, 28.89% of the outstanding shares of Parent Common Stock as of the date hereof, have each executed and delivered to the Company a voting agreement in the form attached hereto as Exhibit B (the "Parent Shareholder Voting Agreement"), obligating each such signatory to, among other things, vote in favor of the approval of the issuance at the Effective Time of Parent Common Stock to the shareholders of the Company, upon the terms and subject to the conditions set forth therein.

        NOW, THEREFORE, in consideration of the premises and the representations, warranties and agreements contained herein, the benefits to be derived by each party hereunder and other good and

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valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:


ARTICLE I.

THE MERGER

        Section 1.1    The Merger.     Upon the terms and subject to the conditions set forth in this Agreement, at the Effective Time, Merger Sub shall be merged with and into the Company in accordance with this Agreement, and the separate corporate existence of Merger Sub shall thereupon cease. The Company shall be the surviving entity in the Merger (sometimes referred to herein as the "Surviving Entity"). The Merger shall have the effects specified herein and in the Texas Business Organizations Code (the "TBOC"). As a result of the Merger, the Surviving Entity shall be a wholly-owned subsidiary of Parent.


        Section 1.2
    The Closing.     Upon the terms and subject to the conditions set forth in this Agreement, the closing of the Merger (the "Closing") shall take place at the offices of Baker Botts L.L.P., 2001 Ross Avenue, Dallas, Texas 75201, at 9:00 a.m., local time, on a date to be specified by the parties hereto, which date shall be no later than the third business day after satisfaction or waiver of the conditions set forth in Article VIII (other than any such conditions which by their nature cannot be satisfied until the Closing Date, which shall be so satisfied or waived by the party entitled to the benefit of those conditions on the Closing Date). The date on which the Closing occurs is hereinafter referred to as the "Closing Date."


        Section 1.3
    Effective Time.     On the Closing Date, Parent, the Company and Merger Sub shall cause a certificate of merger (the "Certificate of Merger") meeting the requirements of the relevant provisions of the TBOC to be properly executed and filed in accordance with such provisions. The Merger shall become effective at the time of filing of the Certificate of Merger with the Secretary of State of the State of Texas in accordance with the TBOC or at such later time that Parent and the Company shall have agreed upon and designated in such filing as the effective time of the Merger (the "Effective Time").


ARTICLE II.

GOVERNING DOCUMENTS

        Section 2.1    Articles of Incorporation of the Parent and the Surviving Entity.     As of the Effective Time, the certificate of formation of the Parent shall be amended as set forth in Exhibit C hereto (the "Parent Amended Certificate") to reflect the change of the name of Parent to "Dawson Geophysical Company" (the "Parent Name Change") and the Reverse Stock Split and, as so amended, shall be the certificate of formation of the Parent, until duly amended in accordance with Applicable Law. As of the Effective Time, the certificate of formation of the Company shall be amended to reflect the change of the name of the Surviving Entity to "Dawson Operating Company" or another name to permit the Parent to use the name "Dawson Geophysical Company" and, as so amended, shall be the certificate of formation of the Surviving Entity, until duly amended in accordance with Applicable Law


        Section 2.2
    Bylaws of the Parent and the Surviving Entity.     As of the Effective Time, the bylaws of the Parent shall be amended to reflect the Parent Name Change and, as so amended, shall be the bylaws of the Parent, until duly amended in accordance with Applicable Law. As of the Effective Time, the bylaws of the Company shall be amended to reflect the change of the name of the Surviving Entity to "Dawson Operating Company" or another name to reflect the change of the name of the Surviving Entity as set forth in Section 2.1 and, as so amended, shall be the bylaws of the Surviving Entity, until duly amended in accordance with Applicable Law.

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ARTICLE III.

DIRECTORS AND OFFICERS OF THE PARENT AND THE SURVIVING ENTITY

        Section 3.1    Board of Directors of Surviving Entity.     The parties shall take all necessary action to cause, as of the Effective Time, the directors of the Surviving Entity to be as set forth on Section 3.1 of the Parent Disclosure Letter, until their successors have been duly elected or appointed and qualified or until their earlier death, resignation or removal in accordance with the governing documents of the Surviving Entity.


        Section 3.2
    Officers of Parent and Surviving Entity.     


        Section 3.3
    Governance Matters.     

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ARTICLE IV.

CONVERSION OF COMPANY COMMON STOCK

        Section 4.1    Conversion of Capital Stock of the Company and Merger Sub.     

A-4


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A-5


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        Section 4.2
    Exchange of Certificates Representing Company Common Stock.     

A-6


Table of Contents

A-7


Table of Contents

A-8


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        Section 4.3
    Adjustment of Exchange Ratio.     In the event that, subsequent to the date of this Agreement but prior to the Effective Time, the outstanding Parent Common Stock or Company Common Stock shall have been changed as a result of a stock split, reverse stock split (other than the Reverse Stock Split), stock dividend, combination, reclassification, recapitalization or other similar transaction or event, the Exchange Ratio, the Merger Consideration and other items dependent thereon shall be appropriately adjusted to provide to the holders of Company Common Stock the same economic effect as contemplated by this Agreement prior to such event.


        Section 4.4
    Name Change and Reverse Stock Split.     Parent shall cause the Parent Amended Certificate to be filed with the Office of the Secretary of State of Texas immediately prior to the Effective Time, whereby, upon the effectiveness of filing of the Parent Amended Certificate, without any further action on the part of Parent, Merger Sub, the Company or the holders of any securities of Parent (other than the approvals set forth in Section 6.22(i)), Merger Sub or the Company:

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        Section 4.5
    Tax Consequences.     For U.S. federal income tax purposes, the Merger is intended to constitute a reorganization within the meaning of Section 368(a) of the Code. The parties to this Agreement adopt this Agreement as a "plan of reorganization" within the meaning of Sections 1.368-2(g) and 1.368-3(a) of the Treasury Regulations.


ARTICLE V.

REPRESENTATIONS AND WARRANTIES OF THE COMPANY

        Except as set forth in (a) the disclosure letter delivered to Parent by the Company at or prior to the execution of this Agreement (the "Company Disclosure Letter") and making reference to the particular subsection of this Agreement to which exception is being taken (provided that disclosure of any item in any section of the Company Disclosure Letter shall not be deemed to be disclosed with respect to any other section of this Article V unless the relevance of such item is reasonably apparent on its face), or (b) the Company Reports filed after September 30, 2013 and prior to the date hereof; provided that (i) any disclosures in such Company Reports in any risk factors section, in any section related to forward looking statements and other disclosures that are predictive, non-specific or forward-looking in nature shall be ignored and (ii) any disclosure in the Company Reports shall be deemed to qualify any representation or warranty in this Article V only to the extent that such disclosure is made in such a way as to make its relevance reasonably apparent on its face (but such Company Reports shall in no event qualify the representations and warranties set forth in Sections 5.1, 5.2, 5.3, 5.4, 5.6 or the first sentence of Section 5.10), the Company represents and warrants to Parent and Merger Sub that:


        Section 5.1
    Existence; Good Standing; Corporate Authority.     The Company is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Texas. The Company is duly qualified to do business and is in good standing under the laws of any jurisdiction in which the character of the properties owned or leased by it therein or in which the transaction of its business makes such qualification necessary, except where the failure to be so qualified, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Material Adverse Effect. The Company has all requisite corporate power and authority to own, operate and lease its properties and assets and to carry on its business as now conducted. The copies of the Second Restated Articles of Incorporation of the Company (the "Company Articles of Incorporation") and the Second Amended and Restated By-Laws of the Company (the "Company Bylaws") previously made available to Parent are true and correct, in full force and effect and contain all amendments thereto.

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        Section 5.2
    Authorization, Validity, Enforceability and Fairness.     


        Section 5.3
    Capitalization.     

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        Section 5.4
    Subsidiaries.     

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        Section 5.5    No Conflict.     


        Section 5.6
    SEC Documents; Financial Statements.     

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        Section 5.7
    Internal Controls and Procedures.     

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        Section 5.8
    Compliance with Laws; Permits.     


        Section 5.9
    Litigation.     

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        Section 5.10
    Absence of Certain Changes.     Since September 30, 2013, there has not been any event, change, occurrence, effect, or development of circumstances or facts that, individually or in the aggregate, would reasonably be expected to have a Company Material Adverse Effect. From September 30, 2013 to the date of this Agreement, the Company and its Subsidiaries have conducted their respective businesses only in the ordinary course and consistent with past practice in all material respects, and during such period there has not occurred:

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        Section 5.11
    Taxes.     

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        Section 5.12
    Employee Benefit Plans.     

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        Section 5.13
    Labor and Employee Matters.     

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        Section 5.14    Environmental Matters.     

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        Section 5.15
    Properties.     

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        Section 5.16
    Intellectual Property.     


        Section 5.17
    Insurance.     Section 5.17 of the Company Disclosure Letter lists each insurance policy (including any commercial property and casualty, general liability, workers' compensation, liability, pollution liability, directors and officers and other liability policies) owned by the Company or any of its Subsidiaries or which names the Company or any of its Subsidiaries as an insured (or loss payee) currently in effect, and the Company has made available to Parent a true, complete and correct copy of each such policy or the binder therefor. Each such policy is in full force and effect, is in such amount and covers such losses and risks as are consistent with industry practice and is adequate, in the

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judgment of senior management of the Company, to protect the properties and businesses of the Company and its Subsidiaries, and all premiums due under each such policy have been paid. With respect to each such insurance policy, none of the Company, any of its Subsidiaries or, to the Company's knowledge, any other party to the policy is in breach or default in any material respect thereunder (including with respect to the payment of premiums or the giving of notices), and the Company does not know of any occurrence or any event which (with notice or the lapse of time or both) would constitute such a breach or default or permit termination, modification or acceleration under the policy. None of the Company or any of its Subsidiaries has been refused any insurance with respect to its assets or operations since January 1, 2011. Section 5.17 of the Company Disclosure Letter describes any self-insurance arrangements affecting the Company or its Subsidiaries.


        Section 5.18
    Certain Contracts.     

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        Section 5.19
    Government Contracts.     Section 5.19 of the Company Disclosure Letter sets forth a true, correct and complete list, of all (a) Government Contracts to which the Company or any of its Subsidiaries is a party, the period of performance of which has not yet expired or terminated and for which final payment has not yet been received and (b) outstanding bids and proposals that have been submitted by the Company or any of its Subsidiaries to any Governmental Authority, any proposed prime contractor to a Governmental Authority or any proposed higher-tiered subcontractor. The Government Contracts set forth on Section 5.19(a) of the Company Disclosure Letter are in full force and effect, and neither the Company nor any of its Subsidiaries is in material breach or non-compliance thereunder or under any representation or certification in respect thereof. For purposes of this Agreement, "Government Contract" means any Contract, however denominated, including any procurement, task order, work order, purchase order, delivery order, blanket purchase agreement, co-operative agreement or other transaction with the U.S. Government or any other applicable foreign Governmental Authority at the prime or subcontract level (at any tier) under a federal prime Contract, entered into by a party hereto or any of its Subsidiaries for the provision of goods, services or construction.


        Section 5.20
    No Brokers.     The Company has not entered into any contract, arrangement or understanding with any Person which may result in the obligation of the Company, Parent or their respective Affiliates to pay any finder's fees, brokerage or other like payments in connection with the negotiations leading to this Agreement or the consummation of the Merger and the other transactions contemplated hereby, except that the Company has retained the Company Financial Advisor. The Company has heretofore furnished to Parent a correct and complete copy of all agreements (including any amendment, waivers of other charges thereto) between the Company and the Company Financial Advisor pursuant to which such firm would be entitled to any payment relating to the transactions contemplated hereby.


        Section 5.21
    Parent Stock Ownership.     Neither the Company nor any of its Subsidiaries owns any shares of capital stock of Parent or any other securities convertible into or otherwise exercisable to acquire shares of capital stock of Parent.


        Section 5.22
    Vote Required.     The only vote of the holders of any class or series of the Company capital stock necessary to adopt and approve this Agreement and the transactions contemplated by this Agreement (including, without limitation, the Merger) is the affirmative vote in favor of the adoption and approval of this Agreement, the Merger and the other transactions contemplated hereby, by the holders of at least 66.67% of the outstanding shares of Company Common Stock (the "Company Shareholder Approval").


        Section 5.23
    Improper Payments.     

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        Section 5.24
    Takeover Statutes; Rights Agreement.     The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby will not cause this Agreement or the Merger to be subject to any takeover or similar provision of the TBOC or any other similar provision that limits or restricts business combinations or the ability to acquire voting shares, and neither the execution of this Agreement, the consummation of the Merger or the other transactions contemplated hereby shall be, or shall be deemed to be, a "affiliated business combination" within the meaning of Section 21.601-21.610 of the TBOC. Other than the Company Rights Agreement, the Company has no share purchase rights plan or similar rights plan limiting any party's ability to acquire shares in the Company without the Company Board's approval. The Company has taken all actions necessary to (a) render the Company Rights Agreement inapplicable to this Agreement and the Merger, and (b) provide that the Expiration Date (as defined in the Company Rights Agreement) shall occur upon the effectiveness of the Merger.


        Section 5.25
    Interested Party Transactions.     Section 5.25 of the Company Disclosure Letter sets forth a correct and complete list of the Contracts (other than Company Benefit Plans) or transactions under which the Company or any of its Subsidiaries has any existing or future liabilities, in each case between the Company or any of its Subsidiaries, on the one hand, and, on the other hand, any (a) present executive officer or director of the Company or any individual that has served as such an executive officer or director within the past two years or any of such executive officer's or director's immediate family members, (b) record or beneficial owner of more than 5% of the Company Common

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Stock, or (c) to the knowledge of the Company, any Affiliate of any such executive officer, director or owner (other than the Company or any of its Subsidiaries) (each a "Company Affiliate Transaction"). Parent has been provided with true and complete copies of any such Contracts or arrangements.


ARTICLE VI.

REPRESENTATIONS AND WARRANTIES
OF PARENT AND MERGER SUB

        Except as set forth in (a) the disclosure letter delivered to the Company by Parent at or prior to the execution of this Agreement (the "Parent Disclosure Letter") and making reference to the particular subsection of this Agreement to which exception is being taken (provided that disclosure of any item in any section of the Parent Disclosure Letter shall not be deemed to be disclosed with respect to any other section of this Article VI unless the relevance of such item is reasonably apparent on its face), or (b) the Parent Reports filed after December 31, 2013 and prior to the date hereof; provided that (i) any disclosures in such Parent Reports in any risk factors section, in any section related to forward looking statements and other disclosures that are predictive, non-specific or forward-looking in nature shall be ignored and (ii) any disclosure in the Parent Reports shall be deemed to qualify any representation or warranty in this Article VI only to the extent that such disclosure is made in such a way as to make its relevance reasonably apparent on its face (but such Parent Reports shall in no event qualify the representations and warranties set forth in Sections 6.1, 6.2, 6.3, 6.4, 6.6 or the first sentence of 6.10), Parent and Merger Sub, jointly and severally, represent and warrant to the Company that:


        Section 6.1
    Existence; Good Standing; Corporate Authority.     Each of Parent and Merger Sub is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Texas. Parent is duly qualified to do business and is in good standing under the laws of any jurisdiction in which the character of the properties owned or leased by it therein or in which the transaction of its business makes such qualification necessary, except where the failure to be so qualified, individually or in the aggregate, has not had and would not reasonably be expected to have a Parent Material Adverse Effect. Parent has all requisite corporate power and authority to own, operate and lease its properties and assets and to carry on its business as now conducted. The copies of the Amended and Restated Certificate of Formation of Parent (the "Parent Certificate of Formation") and the bylaws of Parent and the certificate of formation and bylaws of Merger Sub previously made available to the Company are true and correct and in full force and effect and contain all amendments thereto.


        Section 6.2
    Authorization, Validity, Enforceability and Fairness.     

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        Section 6.3    Capitalization.     

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        Section 6.4
    Subsidiaries.     


        Section 6.5
    No Conflict.     

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        Section 6.6
    SEC Documents; Financial Statements.     

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        Section 6.7
    Disclosure and Internal Controls and Procedures.     

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        Section 6.8
    Compliance with Laws; Permits.     


        Section 6.9
    Litigation.     


        Section 6.10
    Absence of Certain Changes.     Since December 31, 2013, there has not been any event, change, occurrence, effect, or development of circumstances or facts that, individually or in the aggregate, would reasonably be expected to have a Parent Material Adverse Effect. From December 31, 2013 to the date of this Agreement, Parent and its Subsidiaries have conducted their respective businesses only in the ordinary course and consistent with past practice in all material respects, and during such period there has not occurred:

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        Section 6.11
    Taxes.     

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        Section 6.12
    Employee Benefit Plans.     

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        Section 6.13
    Labor and Employee Matters.     

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        Section 6.14
    Environmental Matters.     

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        Section 6.15    Properties.     

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        Section 6.16
    Intellectual Property.     


        Section 6.17
    Insurance.     Section 6.17 of the Parent Disclosure Letter lists each insurance policy (including any commercial property and casualty, general liability, workers' compensation, liability, pollution liability, directors and officers and other liability policies) owned by Parent or any of its

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Subsidiaries or which names Parent or any of its Subsidiaries as an insured (or loss payee) currently in effect, and Parent has made available to the Company a true, complete and correct copy of each such policy or the binder therefor. Each such policy is in full force and effect, is in such amount and covers such losses and risks as are consistent with industry practice and is adequate, in the judgment of senior management of Parent, to protect the properties and businesses of Parent and its Subsidiaries, and all premiums due under each such policy have been paid. With respect to each such insurance policy, none of Parent, any of its Subsidiaries or, to Parent's knowledge, any other party to the policy is in breach or default in any material respect thereunder (including with respect to the payment of premiums or the giving of notices), and Parent does not know of any occurrence or any event which (with notice or the lapse of time or both) would constitute such a breach or default or permit termination, modification or acceleration under the policy. None of Parent or any of its Subsidiaries has been refused any insurance with respect to its assets or operations since January 1, 2011. Section 6.17 of the Parent Disclosure Letter describes any self-insurance arrangements affecting Parent.


        Section 6.18
    Certain Contracts.     

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        Section 6.19
    Government Contracts.     Section 6.19 of the Parent Disclosure Letter sets forth a true, correct and complete list, of all (a) Government Contracts to which Parent or any of its Subsidiaries is a party, the period of performance of which has not yet expired or terminated and for which final payment has not yet been received and (b) outstanding bids and proposals that have been submitted by Parent or any of its Subsidiaries to any Governmental Authority, any proposed prime contractor to a Governmental Authority or any proposed higher-tiered subcontractor. The Government Contracts set forth on Section 6.19(a) of the Parent Disclosure Letter are in full force and effect, and neither Parent nor any of its Subsidiaries is in material breach or non-compliance thereunder or under any representation or certification in respect thereof.


        Section 6.20
    No Brokers.     Parent has not entered into any contract, arrangement or understanding with any Person which may result in the obligation of Parent, the Company or their respective Affiliates to pay any finder's fees, brokerage or other like payments in connection with the negotiations leading to this Agreement or the consummation of the Merger and the other transactions contemplated hereby, except that Parent has retained the Parent Financial Advisor. Parent has heretofore furnished to the Company a correct and complete copy of all agreements (including any amendment, waivers of other charges thereto) between Parent and the Parent Financial Advisor pursuant to which such firm would be entitled to any payment relating to the transactions contemplated hereby.


        Section 6.21
    Company Stock Ownership.     Neither Parent nor any of its Subsidiaries owns any shares of capital stock of the Company or any other securities convertible into or otherwise exercisable to acquire shares of capital stock of the Company.


        Section 6.22
    Vote Required.     The only votes of the holders of any class or series of Parent capital stock necessary to approve any transaction contemplated by this Agreement are (i) the affirmative vote in favor of the adoption and approval of the Reverse Stock Split and the Parent Name Change as set forth in the Parent Amended Certificate, by the holders of at least 66.67% of the outstanding shares of Parent Common Stock and (ii) the vote of the holders of shares of Parent Common Stock required by NASDAQ Rule 5635(d) to approve the issuance of shares of Parent Common Stock in the Merger (the votes described in clauses (i) and (ii), collectively, the "Parent Shareholder Approval").


        Section 6.23
    Improper Payments.     

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        Section 6.24
    Takeover Statutes; Rights Agreement.     The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby will not cause this Agreement or the Merger to be subject to any takeover or similar provision of the TBOC or any other similar provision that limits or restricts business combinations or the ability to acquire voting shares, and neither the execution of this Agreement, the consummation of the Merger or the other transactions contemplated hereby shall be, or shall be deemed to be, a "affiliated business combination" within the meaning of Section 21.601-21.610 of the TBOC. Parent has no share purchase rights plan or similar rights plan limiting any party's ability to acquire shares in the Parent without the Parent Board's approval.


        Section 6.25
    Affiliate Transactions.     Section 6.25 of the Parent Disclosure Letter sets forth a correct and complete list of the Contracts (other than Parent Benefit Plans) or transactions under which Parent or any of its Subsidiaries has any existing or future liabilities, in each case between Parent or any of its Subsidiaries, on the one hand, and, on the other hand, any (a) present executive officer or director of Parent or any individual that has served as such an executive officer or director within the past two years or any of such executive officer's or director's immediate family members, (b) record or beneficial owner of more than 5% of the Parent Common Stock, or (c) to the knowledge of Parent, any Affiliate of any such executive officer, director or owner (other than Parent or any of its Subsidiaries) (each, a "Parent Affiliate Transaction"). Company has been provided with true and complete copies of any such Contracts or arrangements.


ARTICLE VII.

COVENANTS

        Section 7.1    Conduct of Business by the Company.     The Company covenants and agrees as to itself and its Subsidiaries that, prior to the Effective Time, unless Parent has consented in writing, and except as otherwise expressly contemplated by this Agreement, the business of the Company and its Subsidiaries shall be conducted only in the ordinary course of business consistent with past practices and, to the extent consistent therewith, the Company and its Subsidiaries shall use their respective

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reasonable best efforts to preserve their business organizations intact, maintain existing relations and goodwill with Governmental Authorities, customers, suppliers, creditors, lessors, employees and business associates and keep available the services of the present employees and agents of the Company and its Subsidiaries. Without limiting the generality of the foregoing and in furtherance thereof, from the date of this Agreement until the Effective Time, except (A) as otherwise expressly contemplated by this Agreement, (B) as Parent may consent in writing or (C) as set forth in Section 7.1 of the Company Disclosure Letter, the Company shall not directly or indirectly, and shall not permit any of its Subsidiaries to:

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        Section 7.2
    Conduct of Business by Parent.     Parent covenants and agrees as to itself and its Subsidiaries that, prior to the Effective Time, unless the Company has consented in writing, and except as otherwise expressly contemplated by this Agreement, the business of Parent and its Subsidiaries shall be conducted only in the ordinary course of business consistent with past practices and, to the extent consistent therewith, Parent and its Subsidiaries shall use their respective reasonable best efforts to preserve their business organizations intact, maintain existing relations and goodwill with Governmental Authorities, customers, suppliers, creditors, lessors, employees and business associates and keep available the services of the present employees and agents of Parent and its Subsidiaries. Without limiting the generality of the foregoing and in furtherance thereof, from the date of this Agreement until the Effective Time, except (A) as otherwise expressly contemplated by this Agreement, (B) as the Company may consent in writing or (C) as set forth in Section 7.2 of the Parent Disclosure Letter, Parent shall not directly or indirectly, and shall not permit any of its Subsidiaries to:

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        Section 7.3    No Solicitation.     

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        Section 7.4
    Preparation of Proxy Statement; Meetings of Shareholders.     

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        Section 7.5
    Filings; Reasonable Best Efforts.     

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        Section 7.6
    Inspection.     Subject to any limitations imposed by Applicable Law, from the date of this Agreement to the Effective Time, each of the Company and Parent shall allow all designated officers, attorneys, accountants and other Representatives of Parent or the Company, as the case may be, reasonable access, at reasonable times, upon reasonable notice, to its and its Subsidiaries' personnel, properties, Contracts, commitments, books and records and any other information pertaining to the business and affairs of the Company or Parent (as applicable) or their respective Subsidiaries, as Parent or the Company may reasonably request, including inspection, testing or sampling of such properties; provided, that no investigation pursuant to this Section 7.6 shall affect any representation or warranty given by any party hereunder. Notwithstanding any provision of this Agreement or a party's provision of information or investigation pursuant to the preceding sentence, no party shall be deemed to make any representation or warranty except as expressly set forth in this Agreement. Notwithstanding the foregoing, no party shall be required to provide any information which it may not provide to the other party by reason of any Applicable Law, which constitutes information protected by attorney/client privilege, or which it is required to keep confidential by reason of contract or agreement with third parties. The parties hereto shall make reasonable and appropriate substitute disclosure arrangements under circumstances in which the restrictions of the preceding sentence apply. Each of the Company and Parent agrees that it shall not, and shall cause its respective Representatives not to, use any information obtained pursuant to this Section 7.6 for any purpose unrelated to the consummation of the transactions contemplated by this Agreement. All non-public information obtained pursuant to this Section 7.6 shall be governed by the Confidentiality Agreement.


        Section 7.7
    Publicity.     The Company and Parent will, unless otherwise required by Applicable Law or by obligations pursuant to any national securities exchange, consult with each other before issuing any press release or, to the extent practical, otherwise making any public announcement pertaining to this Agreement or the other transactions contemplated hereby. In addition to the

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foregoing, except to the extent disclosed in or consistent with the Proxy Statement/Prospectus in accordance with the provisions of Section 7.4, neither Parent nor the Company shall issue any such press release or otherwise make any public statement or disclosure concerning the other party or the other party's business, financial condition or results of operations without the consent of the other party, which consent shall not be unreasonably withheld or delayed, except as may be required by Applicable Law or by obligations pursuant to any listing agreement with any national securities exchange, in which case the party proposing to issue such press release or make such public statement shall use its reasonable best efforts to consult in good faith with the other party before issuing any such press releases or making any such public statement. The foregoing shall not apply with respect to any press release or public announcement arising out of a Company Adverse Recommendation Change or Parent Adverse Recommendation Change effected in accordance with Section 7.3. Parent and the Company agree to issue a mutually acceptable joint press release announcing this Agreement.


        Section 7.8
    Listing Application; Ticker Symbol.     


        Section 7.9
    Section 16 Matters.     Prior to the Effective Time, each of Parent and the Company shall take all such steps as may be required to cause any dispositions of the Company Common Stock (including derivative securities with respect to the Company Common Stock) or acquisitions of Parent Common Stock (including derivative securities with respect to Parent Common Stock) resulting from the transactions contemplated by this Agreement by each individual who is subject to the reporting requirements of Section 16(a) of the Exchange Act with respect to the Company, to be exempt under Rule 16b-3 promulgated under the Exchange Act.


        Section 7.10
    Expenses.     Whether or not the Merger is consummated, all costs and expenses incurred in connection with this Agreement, the Merger and the other transactions contemplated hereby shall be paid by the party incurring such expenses, except: (a) as Section 9.5 otherwise provides; and (b) that the Company and Parent shall share equally (i) the fees incident to the filings referred to in Section 7.5(a), (ii) the SEC and other filing fees incident to the Form S-4 and the Proxy Statement/Prospectus and the costs and expenses associated with printing the Proxy Statement/Prospectus and (iii) the fees associated with the NASDAQ listing referred to in Section 7.8.


        Section 7.11
    Indemnification and Insurance.     

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        Section 7.12
    Antitakeover Statutes.     If any Takeover Statute is or may become applicable to the transactions contemplated hereby, each of the parties hereto and the members of its Board of Directors shall grant such approvals and take such actions as are necessary so that the transactions contemplated by this Agreement may be consummated as promptly as practicable on the terms contemplated hereby and otherwise act to eliminate or minimize the effects of any Takeover Statute on any of the transactions contemplated by this Agreement.


        Section 7.13
    Notification.     Each party shall give to the others prompt notice of (a) any representation or warranty made by it or contained in this Agreement becoming untrue or inaccurate in any material respect and (b) the failure by it to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement; provided, however, that no such notification shall affect the representations, warranties, covenants or agreements of the parties or the conditions to the obligations of the parties under this Agreement.


        Section 7.14
    Employee Matters.     

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        Section 7.15    Other Pre-Closing Matters.     


        Section 7.16
    Shareholder Litigation.     Each party hereto shall give the other the opportunity to reasonably participate in the defense of any shareholder litigation against the Company and/or its directors or officers or against the Parent and/or its directors or officers, as applicable, relating to the transactions contemplated by this Agreement.


ARTICLE VIII.

CONDITIONS

        Section 8.1    Conditions to Each Party's Obligation to Effect the Merger.     The respective obligations of the parties hereto to effect the Merger shall be subject to the fulfillment or waiver (to the extent permitted by Applicable Law and in accordance with the provisions hereof) by each of the parties hereto to this Agreement at or prior to the Closing Date of the following conditions:

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        Section 8.2
    Conditions to Obligation of the Company to Effect the Merger.     The obligation of the Company to effect the Merger shall be subject to the satisfaction or waiver (to the extent permitted by Applicable Law and in accordance with the provisions hereof) at or prior to the Closing Date of the following conditions:

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        Section 8.3
    Conditions to Obligation of Parent and Merger Sub to Effect the Merger.     The obligations of Parent and Merger Sub to effect the Merger shall be subject to the fulfillment or waiver (to the extent permitted by Applicable Law and in accordance with the provisions hereof) at or prior to the Closing Date of the following conditions:


        Section 8.4
    Frustration of Conditions.     No party may rely on the failure of any condition set forth in this Article VIII to be satisfied if such failure was caused by such party's failure to act in good faith or to use its reasonable best efforts to consummate the transactions contemplated by this Agreement.


ARTICLE IX.

TERMINATION

        Section 9.1    Termination by Mutual Consent.     This Agreement may be terminated, and the Merger may be abandoned, at any time prior to the Effective Time, whether before or after the Company Shareholder Approval or Parent Shareholder Approval has been obtained, by the mutual written consent of the Company and Parent.


        Section 9.2
    Termination by Parent or the Company.     This Agreement may be terminated at any time prior to the Effective Time, whether before or after the Company Shareholder Approval or Parent

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Shareholder Approval has been obtained, by action of the Board of Directors of Parent or the Company if:


        Section 9.3
    Termination by the Company.     This Agreement may be terminated at any time prior to the Effective Time by the Company if:

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        Section 9.4
    Termination by Parent.     This Agreement may be terminated at any time prior to the Effective Time by Parent if:


        Section 9.5
    Effect of Termination.     

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        Section 9.6
    Extension; Waiver.     At any time prior to the Effective Time, each party may by action taken by its Board of Directors (or by any duly authorized committee thereof), to the extent legally allowed, (a) extend the time for the performance of any of the obligations or other acts of the other parties hereto, (b) waive in whole or in part any inaccuracies in the representations and warranties made to such party contained herein or in any document delivered pursuant hereto and (c) waive in whole or in part compliance with any of the agreements or conditions for the benefit of such party contained herein. Any agreement on the part of a party hereto to any such extension or waiver shall be valid only if set forth in an instrument in writing signed on behalf of such party. Except as provided in this Agreement, no action taken pursuant to this Agreement, including any investigation by or on behalf of any party, or delay or omission in the exercise of any right, power or remedy accruing to any party as a result of any breach or default hereunder by any other party, shall be deemed to impair any such right, power or remedy, nor will it be deemed to constitute a waiver by the party taking such action of compliance with any representations, warranties, covenants or agreements contained in this Agreement. The waiver by any party hereto of a breach of any provision hereunder shall not operate or be construed as a waiver of any prior or subsequent breach of the same or any other provision hereunder.


ARTICLE X.

GENERAL PROVISIONS

        Section 10.1    Nonsurvival of Representations, Warranties and Agreements.     All representations, warranties and agreements in this Agreement or in any instrument delivered pursuant to this Agreement shall not survive the Merger; provided, however, that the agreements contained in Article IV and in Sections 3.1, Section 3.2, Section 7.10, Section 7.11, Section 7.14 and this Article X shall survive the Merger. After a representation and warranty has terminated and expired, no claim for damages or other relief may be made or prosecuted through a Proceeding or otherwise by any Person who would have been entitled to that relief on the basis of that representation and warranty prior to its termination and expiration.


        Section 10.2
    Notices.     Except as otherwise provided herein, any notice required to be given hereunder shall be sufficient if in writing, and sent by facsimile transmission or by courier service (with proof of service), hand delivery or certified or registered mail (return receipt requested and first-class postage prepaid), addressed as follows:

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or to such other address as any party shall specify by written notice so given, and such notice shall be deemed to have been delivered as of the date so telecommunicated, personally delivered or mailed.


        Section 10.3
    Assignment; Binding Effect; Benefit.     Neither this Agreement nor any of the rights, interests or obligations hereunder shall be assigned by any of the parties hereto (whether by operation of law or otherwise) without the prior written consent of the other parties, except that Merger Sub may assign, in its sole discretion, all or any of its rights, interests and obligations hereunder to Parent or to any direct or indirect wholly-owned Subsidiary of Parent. Subject to the preceding sentence, this Agreement shall be binding upon and shall inure to the benefit of and be enforceable by the parties hereto and their respective successors and assigns. Notwithstanding anything contained in this Agreement to the contrary, except for (a) the provisions of Section 7.11 and (b) the right of the Company's shareholders to receive the consideration provided for herein after the Closing (a claim with respect to which may not be made unless and until the Closing shall have occurred), nothing in this Agreement, expressed or implied, shall or is intended to confer on any Person other than the parties hereto or their respective heirs, successors, executors, administrators and assigns any rights, remedies, obligations or liabilities under or by reason of this Agreement.


        Section 10.4
    Entire Agreement.     This Agreement, the exhibits to this Agreement, the Company Disclosure Letter, the Parent Disclosure Letter, the Confidentiality Agreement and any documents delivered by the parties in connection herewith constitute the entire agreement among the parties with respect to the subject matter hereof and supersede all prior agreements and understandings, both written and oral, among the parties with respect thereto, except that the Confidentiality Agreement shall continue in effect.


        Section 10.5
    Amendments.     This Agreement may be amended by the parties hereto, by action taken or authorized by their Boards of Directors, at any time before or after approval of matters presented in connection with the Merger by the shareholders of the Company or Parent, but after any such shareholder approval, no amendment shall be made which by Applicable Law requires the further approval of shareholders without obtaining such further approval. To be effective, any amendment or modification hereto must be in a written document each party has executed and delivered to the other parties.


        Section 10.6
    Governing Law.     This Agreement and the rights and obligations of the parties hereto shall be governed by and construed and enforced in accordance with the substantive laws of the State of Texas, without regard to the conflicts of law provisions thereof that would cause the laws of any other jurisdiction to apply.


        Section 10.7
    Headings.     Headings of the Articles and Sections of this Agreement are for the convenience of the parties only and shall be given no substantive or interpretative effect whatsoever.


        Section 10.8
    Definitions and Interpretation.     In this Agreement:

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        Section 10.9    Severability.     If any provision of this Agreement is invalid, illegal or unenforceable in any jurisdiction, that provision will, as to that jurisdiction, to the extent possible, be modified in such a manner as to be valid, legal and enforceable but so as to retain most nearly the intent of the parties as expressed herein. If such a modification is not possible, that provision will be severed from this Agreement, and in either case the validity, legality and enforceability of the remaining provisions of this Agreement will not in any way be affected or impaired thereby. If any provision of this Agreement is so broad as to be unenforceable, the provision shall be interpreted to be only so broad as is enforceable.

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        Section 10.10
    Enforcement of Agreement.     The parties hereto agree that irreparable damage would occur in the event that any of the provisions of this Agreement were not performed in accordance with its specific terms or were otherwise breached. It is accordingly agreed that the parties shall be entitled to specific performance of the terms of this Agreement in addition to any other remedy at law or equity. The parties accordingly agree that the parties will be entitled to an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement, this being in addition to any other remedy to which they are entitled at law or in equity or under this Agreement.


        Section 10.11
    Consent to Jurisdiction and Venue; Appointment of Agent for Service of Process.     Each of the parties hereto irrevocably and unconditionally confirms and agrees that it shall be subject to the jurisdiction of any state or federal court located in the State of Texas. Each party hereto hereby irrevocably and unconditionally acknowledges and agrees that any controversy which may arise under this Agreement is likely to involve complicated and difficult issues, and therefore each such party hereby irrevocably and unconditionally waives any right such party may have to a trial by jury in respect of any litigation directly or indirectly arising or relating to this Agreement or the transactions contemplated by this Agreement.


        Section 10.12
    No Recourse.     This Agreement may only be enforced against, and any Proceedings that may be based upon, arise out of or relate to this Agreement, or the negotiation, execution or performance of this Agreement may only be made against the Persons that are expressly identified as parties hereto and no past, present or future Affiliate, director, officer, employee, incorporator, member, manager, partner, shareholder, agent, attorney or Representative of any party hereto shall have any liability for any obligations or liabilities of the parties to this Agreement or for any Proceeding based on, in respect of, or by reason of, the transactions contemplated hereby.


        Section 10.13
    Counterparts.     This Agreement may be executed by the parties hereto in separate counterparts, each of which when so executed and delivered shall be an original, but all such counterparts shall together constitute one and the same instrument. Each counterpart may consist of a number of copies hereof each signed by less than all, but together signed by all of the parties hereto.

[signature page follows]

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        The parties have caused this Agreement to be signed by their respective officers thereunto duly authorized as of the date first written above.

    DAWSON GEOPHYSICAL COMPANY

 

 

By:

 

/s/ STEPHEN C. JUMPER

        Name:   Stephen C. Jumper
        Title:   President and Chief Executive Officer

 

 

TGC INDUSTRIES, INC.

 

 

By:

 

/s/ WAYNE A. WHITENER

        Name:   Wayne A. Whitener
        Title:   President and Chief Executive Officer

 

 

RIPTIDE ACQUISITION CORP.

 

 

By:

 

/s/ WAYNE A. WHITENER

        Name:   Wayne A. Whitener
        Title:   President

[Signature page to Agreement and Plan of Merger]


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Annex B

LOGO

October 8, 2014

Board of Directors
Dawson Geophysical Company
508 West Wall, Suite 800
Midland, Texas 79701

Members of the Board of Directors:

        We understand that TGC Industries, Inc. ("TGC") and Dawson Geophysical Company (the "Company"), propose to enter into the Agreement (defined below) pursuant to which, among other things, (i) a wholly owned subsidiary of TGC ("Merger Sub") will merge with and into the Company, with the Company continuing as the surviving entity, and (ii) each issued and outstanding share of common stock, par value $0.33 1/3 per share, of the Company ("Company Common Stock"), shall be converted into the right to receive 1.760 shares of common stock, par value $0.01 per share, of TGC (the "Exchange Ratio"). The Board of Directors of the Company (the "Board") has requested that Raymond James & Associates, Inc. ("Raymond James") provide an opinion (the "Opinion") to the Board as to fairness, from a financial point of view, of the Exchange Ratio to the holders of the Company Common Stock, other than the Company or TGC or their respective subsidiaries (the "Shareholders").

        In connection with our review of the proposed Transaction and the preparation of this Opinion, we have, among other things:

   

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        With your consent, we have assumed and relied upon the accuracy and completeness of all information supplied by or on behalf of the Company and TGC or otherwise reviewed by or discussed with us, and we have undertaken no duty or responsibility to, nor did we, independently verify any of such information. We have not made or obtained an independent appraisal of the assets or liabilities (contingent or otherwise) of the Company or TGC. With respect to the Projections and any other information and data provided to or otherwise reviewed by or discussed with us, we have, with your consent, assumed that the Projections and such other information and data have been reasonably prepared in good faith on bases reflecting the best currently available estimates and judgments of management of the Company and TGC, and we have relied upon the Company and TGC to advise us promptly if any information previously provided became inaccurate or was required to be updated during the period of our review. We express no opinion with respect to the Projections or the assumptions on which they are based. We have assumed that the final form of the Agreement will be substantially similar to the draft reviewed by us, and that the Transaction will be consummated in accordance with the terms of the Agreement without waiver or amendment of any conditions thereto. Furthermore, we have assumed, in all respects material to our analysis, that the representations and warranties of each party contained in the Agreement are true and correct and that each such party will perform all of the covenants and agreements required to be performed by it under the Agreement without being waived. We have relied upon and assumed, without independent verification, that (i) the Transaction will be consummated in a manner that complies in all respects with all applicable international, federal and state statutes, rules and regulations, and (ii) all governmental, regulatory, and other consents and approvals necessary for the consummation of the Transaction will be obtained and that no delay, limitations, restrictions or conditions will be imposed or amendments, modifications or waivers made that would have an effect on the Transaction or the Company that would be material to our analyses or this Opinion.

        Our opinion is based upon market, economic, financial and other circumstances and conditions existing and disclosed to us as of October 7, 2014 and any material change in such circumstances and conditions would require a reevaluation of this Opinion, which we are under no obligation to undertake. We have relied upon and assumed, without independent verification, that there has been no change in the business, assets, liabilities, financial condition, results of operations, cash flows or prospects of the Company and TGC since the respective dates of the most recent financial statements and other information, financial or otherwise, provided to us that would be material to our analyses or this Opinion, and that there is no information or any facts that would make any of the information reviewed by us incomplete or misleading in any material respect.

        We express no opinion as to the underlying business decision to effect the Transaction, the structure or tax consequences of the Transaction or the availability or advisability of any alternatives to the Transaction. We provided advice to the Company and the Board with respect to the proposed Transaction. We did not, however, recommend any specific Exchange Ratio or that any specific consideration constituted the only appropriate consideration for the Transaction. This letter does not express any opinion as to the likely trading range of TGC stock following the Transaction, which may vary depending on numerous factors that generally impact the price of securities or on the financial condition of TGC at that time. Our opinion is limited to the fairness, from a financial point of view, of the Exchange Ratio on the TGC Common Share Transaction Consideration to be received by the holders of the Common Shares of the Company.

        We express no opinion with respect to any other reasons, legal, business, or otherwise, that may support the decision of the Board of Directors to approve or consummate the Transaction. Furthermore, no opinion, counsel or interpretation is intended by Raymond James on matters that require legal, accounting or tax advice. It is assumed that such opinions, counsel or interpretations have been or will be obtained from the appropriate professional sources. Furthermore, we have relied, with the consent of the Board, on the fact that the Company has been assisted by legal, accounting and tax

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advisors and we have, with the consent of the Board, relied upon and assumed the accuracy and completeness of the assessments by the Company and its advisors as to all legal, accounting and tax matters with respect to the Company and the Transaction.

        In formulating our opinion, we have considered only what we understand to be the shares to be received by the holders of the Company Common Stock pursuant to the Exchange Ratio as is described above and we did not consider and we express no opinion on the fairness of the amount or nature of any compensation to be paid or payable to any of the Company's officers, directors or employees, or class of such persons, whether relative to the compensation received by the holders of the Company Common Stock or otherwise. We have not been requested to opine as to, and this Opinion does not express an opinion as to or otherwise address, among other things: (1) the fairness of the Transaction to the holders of any class of securities, creditors, or other constituencies of the Company, or to any other party, except and only to the extent expressly set forth in the last sentence of this Opinion or (2) the fairness of the Transaction to any one class or group of the Company's or any other party's security holders or other constituencies vis-à-vis any other class or group of the Company's or such other party's security holders or other constituents (including, without limitation, the allocation of any consideration to be received in the Transaction amongst or within such classes or groups of security holders or other constituents). We are not expressing any opinion as to the impact of the Transaction on the solvency or viability of the Company or TGC or the ability of the Company or TGC to pay their respective obligations when they come due.

        The delivery of this opinion was approved by an opinion committee of Raymond James.

        Raymond James has been engaged to render financial advisory services to the Company in connection with the proposed Transaction and will receive a fee for such services, a substantial portion of which is contingent upon consummation of the Transaction. Raymond James will also receive a fee upon the delivery of this Opinion, which is not contingent upon the successful completion of the Transaction or on the conclusion reached herein. In addition, the Company has agreed to reimburse certain of our expenses and to indemnify us against certain liabilities arising out of our engagement.

        In the ordinary course of our business, Raymond James may trade in the securities of the Company and TGC for our own account or for the accounts of our customers and, accordingly, may at any time hold a long or short position in such securities. Furthermore, Raymond James may provide investment banking, financial advisory and other financial services to the Company and/or TGC or other participants in the Transaction in the future, for which Raymond James may receive compensation.

        It is understood that this letter is for the information of the Board of Directors of the Company (solely in each director's capacity as such) in evaluating the proposed Transaction and does not constitute a recommendation to any shareholder of the Company regarding how said shareholder should vote on the proposed Transaction. Furthermore, this letter should not be construed as creating any fiduciary duty on the part of Raymond James to any such party. This Opinion may not be reproduced or used for any other purpose without our prior written consent, except that this Opinion may be disclosed in and filed with a proxy statement used in connection with the Transaction that is required to be filed with the Securities and Exchange Commission, provided that this Opinion is quoted in full in such proxy statement.

        Based upon and subject to the foregoing, it is our opinion that, as of October 8, 2014, the Exchange Ratio is fair, from a financial point of view, to the Shareholders.

Very truly yours,

LOGO

RAYMOND JAMES & ASSOCIATES, INC.

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Annex C

LOGO

October 8, 2014

Board of Directors
TGC Industries Inc.
101 East Park Boulevard
Suite 955
Plano, TX 75074

Lady and Gentlemen:

        We have acted as your financial advisor in connection with the business combination (the "Transaction") of TGC Industries Inc. ("TGC" or the "Company"), a Texas corporation, and Dawson Geophysical Company ("Dawson"), a Texas corporation. The terms and conditions of the Transaction are set forth in the Agreement and Plan of Merger, dated as of October 8, 2014 (the "Agreement") by and between the Company and Dawson.

        We understand that subject to the terms and conditions in the Agreement, (1) immediately prior to the consummation of the Transaction, the Company will effect a reverse stock split with respect to TGC common stock on a 1 for 3 ratio, (2) a wholly-owned subsidiary of the Company ("Merger Sub") will merge with and into Dawson, with Dawson continuing as the surviving entity, and (3) upon consummation of the merger, each issued and outstanding share of Dawson common stock, par value $0.33 1/3 per share, (other than any Dawson common stock owned by TGC, Merger Sub or Dawson), shall be converted into the right to receive, on a post-reverse stock split basis, 1.76 shares of TGC common stock, par value $0.01 per share, (the "Exchange Ratio"). Pursuant to the Agreement, the Company will pay cash in lieu of issuing fractional shares of TGC common stock in exchange for shares of Dawson common stock. The terms and conditions of the Transaction are more fully set forth in the Agreement. You have requested our opinion as to whether the Exchange Ratio in the Transaction is fair to the Company from a financial point of view.

        In connection with rendering our opinion we have:


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        We have relied on the accuracy and completeness of the information and financial data provided to us by the Company and Dawson and of the other information reviewed by us in connection with the preparation of our opinion, and our opinion is based upon such information. We have not assumed any responsibility for independent verification of the accuracy or completeness of any of such information or financial data. The management of the Company has assured us that they are not aware of any relevant information that has been omitted or remains undisclosed to us. We have not assumed any responsibility for making or undertaking an independent evaluation or appraisal of any of the assets or liabilities of the Company, and we have not been furnished with any such evaluations or appraisals; nor have we evaluated the solvency or fair value of the Company or any other participant in the Transaction under any laws relating to bankruptcy, insolvency or similar matters. We have not assumed any obligation to conduct any physical inspection of the properties or facilities of the Company or of Dawson. With respect to the financial forecasts prepared by the management of the Company, we have assumed that such financial forecasts have been reasonably prepared and reflect the best currently available estimates and judgments of the management of the Company as to the future financial performance of the Company and that the financial results reflected by such projections will be realized as predicted. We have also assumed that the representations and warranties contained in the Agreement and all related documents are true, correct and complete in all material respects.

        As part of our investment banking business, we regularly issue fairness opinions and are continually engaged in the valuation of companies and their securities in connection with business reorganizations, private placements, negotiated underwritings, mergers and acquisitions and valuations for estate, corporate and other purposes. We serve as financial adviser to the Board of Directors of the Company in connection with the Transaction, and we are entitled to receive from the Company a fee for our services as financial adviser to the Company, a portion of which is contingent upon the consummation of the Transaction. We are also entitled to receive a fee from the Company for providing our fairness opinion to the Company, which fee is not contingent upon consummation of the Transaction. The Company has also agreed to indemnify us for certain liabilities arising out of our engagement, including certain liabilities that could arise out of our providing this opinion letter. Stephens expects to pursue future investment banking services assignments from participants in this Transaction. In the ordinary course of business, Stephens Inc. and its affiliates at any time may hold long or short positions, and may trade or otherwise effect transactions as principal or for the accounts of customers, in debt or equity securities or options on securities of the Company or of any other participant in the Transaction.

        We are not legal, accounting, regulatory or tax experts and have relied solely, and without independent verification, on the assessments of the Company and its other advisors with respect to such matters. We have assumed, with your consent, that the Transaction will not result in any materially adverse legal, regulatory, accounting or tax consequences for the Company.

        Our opinion is necessarily based upon market, economic and other conditions as they exist and can be evaluated on, and on the information made available to us as of, the date hereof. It should be understood that subsequent developments may affect this opinion and that we do not have any obligation to update, revise or reaffirm this opinion. We have assumed that the Transaction will be consummated on the terms of the latest draft of the Agreement provided to us, without material waiver or modification. We have assumed that in the course of obtaining the necessary regulatory, lending or other consents or approvals (contractual or otherwise) for the Transaction, no restrictions, including any divestiture requirements or amendments or modifications, will be imposed that would have a material adverse effect on the contemplated benefits of the Transaction to the Company. We are not expressing any opinion herein as to the price at which the Common Shares or any other securities of the Company will trade following the announcement of the Transaction.

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        This opinion is for the use and benefit of the Board of Directors of the Company for the purposes of its evaluation of the Transaction. This opinion is not intended to confer any rights or remedies upon any other person. Our opinion does not address the merits of the underlying decision by the Company to engage in the Transaction, the merits of the Transaction as compared to other alternatives potentially available to the Company or the relative effects of any alternative transaction in which the Company might engage, nor is it intended to be a recommendation to any person as to how to vote in connection with the Transaction. In addition, except as explicitly set forth in this letter, you have not asked us to address, and this opinion does not address, the fairness to, or any other consideration of, the holders of any class of securities, creditors or other constituencies of the Company. We have not been asked to express any opinion, and do not express any opinion, as to the fairness of the amount or nature of the compensation to any of the Company's officers, directors or employees, or to any group of such officers, directors or employees, relative to the compensation to other shareholders of the Company. Our fairness opinion committee has approved the opinion set forth in this letter. Neither this opinion nor its substance may be disclosed by you to anyone other than your advisors without our written permission, except that this opinion and a summary discussion of our underlying analyses and role as financial adviser to the Company may be included in communications to shareholders of the Company and in any materials required to be filed by the Company with the U.S. Securities and Exchange Commission, provided that this opinion letter is attached thereto in its entirety and that we approve of the content of such disclosures prior to any filing, distribution or publication of such shareholder communications or other materials.

        Based on the foregoing and our general experience as investment bankers, and subject to the assumptions and qualifications stated herein, we are of the opinion on the date hereof that the Exchange Ratio in the Transaction is fair to the Company from a financial point of view.

Very truly yours,

/S/

STEPHENS INC.

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Annex D

VOTING AGREEMENT

        THIS VOTING AGREEMENT (this "Agreement"), dated as of October 8, 2014, is by and between Dawson Geophysical Company, a Texas corporation (the "Company"), and                        (the "Voting Shareholder").


RECITALS

        A.    Concurrently with the execution and delivery of this Agreement, TGC Industries, Inc., a Texas corporation (the "Parent"), the Company and Riptide Acquisition Corp., a Texas corporation and a direct wholly owned subsidiary of Parent ("Merger Sub"), are entering into an Agreement and Plan of Merger, dated as of the date hereof (as the same may be amended from time to time, the "Merger Agreement"), which provides, among other things, for (i) Merger Sub to be merged with and into the Company, with the Company continuing as the surviving entity (the "Merger"), and (ii) each issued and outstanding share of common stock, par value $0.33-1/3 per share, of the Company ("Company Common Stock") (other than any Company Common Stock owned by Parent, Merger Sub or the Company or any wholly owned Subsidiary of the Company), to be converted into the right to receive the shares of common stock, par value $0.01 per share, of Parent ("Parent Common Stock").

        B.    As of the date hereof, the Voting Shareholder is the Beneficial Owner (as defined below) of the shares of Parent Common Stock set forth opposite the Voting Shareholder's name on Schedule A hereto (all such shares set forth on Schedule A, together with any shares of Parent Common Stock that are hereafter issued to or otherwise acquired or owned by the Voting Shareholder prior to the termination of this Agreement being referred to herein as the "Subject Shares"), which Subject Shares represent [    ]% of the outstanding shares of Parent Common Stock and voting power of the outstanding capital stock of the Parent.

        C.    As a condition to its willingness to enter into the Merger Agreement, the Company has required that the Voting Shareholder, and in order to induce the Company to enter into the Merger Agreement the Voting Shareholder (in the Voting Shareholder's capacity as a holder of the Subject Shares) has agreed to, enter into this Agreement.

        NOW, THEREFORE, in consideration of premises and the representations, warranties and agreements contained herein, the benefits to be derived by each party hereunder and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:


        Section 1.
    Certain Definitions.     Capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed to such terms in the Merger Agreement. In addition, for purposes of this Agreement:


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        Section 2.
    No Disposition or Solicitation.     


        Section 3.
    Voting of Subject Shares.     The Voting Shareholder undertakes that (a) at such time as Parent conducts a meeting of, or otherwise seeks a vote or consent of, its shareholders, the Voting Shareholder shall, or shall cause (or, with respect to any Subject Shares that the Voting Shareholder cannot direct the vote, use reasonable efforts to cause) the holder of record on any applicable record date to, vote the Subject Shares Beneficially Owned by the Voting Shareholder in favor of, or provide a consent with respect to, (i) approval of the issuance of shares of Parent Common Stock in the Merger, (ii) approval of the amendments to the Parent Certificate of Formation to effect the Reverse Stock Split and the Name Change, (iii) approval of any proposal to adjourn or postpone any shareholder meeting to a later date if there are not sufficient votes for the approval of the issuance of shares of Parent Common Stock in the Merger or approval of the amendments to the Parent Certificate of Formation on the date on which such meeting is held, and (iv) any other matter necessary for consummation of the transactions contemplated by the Merger Agreement which is considered at any such meeting or is the subject of any such consent solicitation, and (b) at each meeting of shareholders of Parent and in connection with each consent solicitation, the Voting Shareholder shall, or shall cause the holder of record on any applicable record date to, vote the Subject Shares Beneficially Owned by the Voting Shareholder against, and not provide consents with respect to, (i) any agreement or arrangement related to or in furtherance of any Acquisition Proposal, (ii) any liquidation, dissolution, recapitalization, extraordinary dividend or other significant corporate reorganization of Parent or any of its Subsidiaries, (iii) any action, proposal, transaction or agreement that would delay, prevent, frustrate, impede or interfere with the Merger or the other transactions contemplated by the Merger Agreement or result in the failure of any condition set forth in ARTICLE VIII of the Merger Agreement to be satisfied, and (iv) any action, proposal, transaction or agreement that would result in a breach of any covenant, representation or warranty or other obligation or agreement of Parent under the Merger Agreement or of the Voting Shareholder under this Agreement.

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        Section 4.
    Reasonable Efforts to Cooperate.     The Voting Shareholder hereby consents to the publication and disclosure in the Proxy Statement/Prospectus (and, as and to the extent otherwise required by securities laws or the SEC or any other securities authorities, any other documents or communications provided by the Company, Parent or Merger Sub to any Governmental Authority or to securityholders of the Company) of the Voting Shareholder's identity and Beneficial Ownership of Subject Shares and the nature of the Voting Shareholder's commitments, arrangements and understandings under and relating to this Agreement and, if deemed appropriate by the Company or Parent, a copy of this Agreement. The Voting Shareholder will promptly provide any information reasonably requested by the Company, Parent or Merger Sub for any regulatory application or filing made or approval sought in connection with the Merger or the other transactions contemplated by the Merger Agreement (including filings with the SEC).


        Section 5.
    Irrevocable Proxy.     In furtherance of the agreements contained in Section 3 of this Agreement, the Voting Shareholder hereby irrevocably grants to and appoints the Company and each of the executive officers of the Company, in their respective capacities as officers of the Company, as the case may be, and any individual who shall hereafter succeed to any such office of the Company, and each of them individually, the Voting Shareholder's proxy and attorney-in-fact (with full power of substitution), for and in the name, place and stead of the Voting Shareholder, to vote all Subject Shares Beneficially Owned by the Voting Shareholder that are outstanding from time to time and that the Voting Shareholder has the power to vote, to grant or withhold a consent or approval in respect of such Subject Shares and to execute and deliver a proxy to vote such Subject Shares, in each case solely to the extent and in the manner specified in Section 3 of this Agreement. The Voting Shareholder represents and warrants to the Company that all proxies heretofore given in respect of the Subject Shares that the Voting Shareholder has the power to vote are not irrevocable and that all such proxies have been properly revoked or are no longer in effect as of the date hereof. The Voting Shareholder hereby affirms that the irrevocable proxy set forth in this Section 5 is given by the Voting Shareholder in connection with, and in consideration of, the execution of the Merger Agreement by the Company and that the irrevocable proxy set forth in this Section 5 is coupled with an interest and, except as set forth in Section 8 hereof, may under no circumstances be revoked. The irrevocable proxy set forth in this Section 5 is executed and intended to be irrevocable in accordance with the provisions of Section 21.369 of the TBOC, subject, however, to automatic termination on the Expiration Date.


        Section 6.
    Further Action.     If any further action is necessary or desirable to carry out the purposes of this Agreement, the Voting Shareholder shall take all such action reasonably requested by the Company.


        Section 7.
    Representations and Warranties of the Voting Shareholder.     The Voting Shareholder represents and warrants to the Company as follows:

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        Section 8.
    Termination.     This Agreement shall terminate automatically, without any notice or other action by any Person, on the Expiration Date; provided, however, nothing set forth in this Section 8 or elsewhere in this Agreement shall relieve any party hereto from liability, or otherwise limit the liability of any party hereto, for any material breach of this Agreement.

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        Section 9.
    Shareholder Capacity.     Notwithstanding anything herein to the contrary, nothing set forth herein shall restrict any officer or director of the Company in the exercise of his or her fiduciary duties as an officer or director of the Company, but such officer or director shall take no action that would cause the Company to breach the Merger Agreement or any agreements contemplated thereby.


        Section 10.
    Miscellaneous.     

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        The parties hereto have executed this Voting Agreement as of the date first written above.

    DAWSON GEOPHYSICAL COMPANY

 

 

By:

 

 

        Name:    
        Title:    

 

    [SHAREHOLDER]

 

 

By:

 

 

        Name:    
        Address:    

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Schedule A

Name
  Number of Shares  

              

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Annex E

VOTING AGREEMENT

        THIS VOTING AGREEMENT (this "Agreement"), dated as of October 8, 2014, is by and among TGC Industries, Inc., a Texas corporation ("Parent"), and each of the individuals or entities listed on a signature page hereto (each, a "Voting Shareholder" and collectively, the "Voting Shareholders").


RECITALS

        A.    Concurrently with the execution and delivery of this Agreement, Parent, Dawson Geophysical Company, a Texas corporation (the "Company"), and Riptide Acquisition Corp., a Texas corporation and a direct wholly owned subsidiary of Parent ("Merger Sub"), are entering into an Agreement and Plan of Merger, dated as of the date hereof (as the same may be amended from time to time, the "Merger Agreement"), which provides, among other things, for (i) Merger Sub to be merged with and into the Company, with the Company continuing as the surviving entity (the "Merger"), and (ii) each issued and outstanding share of common stock, par value $0.33-1/3 per share, of the Company ("Company Common Stock") (other than any Company Common Stock owned by Parent, Merger Sub or the Company or any wholly owned Subsidiary of the Company), to be converted into the right to receive the shares of common stock, par value $0.01 per share, of Parent ("Parent Common Stock").

        B.    As of the date hereof, each Voting Shareholder is the Beneficial Owner (as defined below) of the shares of Company Common Stock set forth opposite such Voting Shareholder's name on Schedule A hereto (all such shares set forth on Schedule A, together with any shares of Company Common Stock that are hereafter issued to or otherwise acquired or owned by any Voting Shareholder prior to the termination of this Agreement being referred to herein as the "Subject Shares"), which Subject Shares represent 2.40% of the outstanding shares of Company Common Stock and voting power of the outstanding capital stock of Parent.

        C.    As a condition to its willingness to enter into the Merger Agreement, Parent has required that each Voting Shareholder, and in order to induce Parent to enter into the Merger Agreement each Voting Shareholder (in such Voting Shareholder's capacity as a holder of the Subject Shares) has agreed to, enter into this Agreement.

        NOW, THEREFORE, in consideration of premises and the representations, warranties and agreements contained herein, the benefits to be derived by each party hereunder and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:


        Section 1.
    Certain Definitions.     Capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed to such terms in the Merger Agreement. In addition, for purposes of this Agreement:


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        Section 2.
    No Disposition or Solicitation.     


        Section 3.
    Voting of Subject Shares.     Each Voting Shareholder undertakes that (a) at such time as the Company conducts a meeting of, or otherwise seeks a vote or consent of, its shareholders, each Voting Shareholder shall, or shall cause (or, with respect to any Subject Shares that the Voting Shareholder cannot direct the vote, use reasonable efforts to cause) the holder of record on any applicable record date to, vote the Subject Shares Beneficially Owned by such Voting Shareholder in favor of, or provide a consent with respect to, (i) approval and adoption of the Merger Agreement and each of the other transactions contemplated by the Merger Agreement, (ii) approval of any proposal to adjourn or postpone any shareholder meeting to a later date if there are not sufficient votes for the approval and adoption of the Merger Agreement on the date on which such meeting is held, and (iii) any other matter necessary for consummation of the transactions contemplated by the Merger Agreement which is considered at any such meeting or is the subject of any such consent solicitation, and (b) at each meeting of shareholders of the Company and in connection with each consent solicitation, such Voting Shareholder shall, or shall cause the holder of record on any applicable record date to, vote the Subject Shares Beneficially Owned by such Voting Shareholder against, and not provide consents with respect to, (i) any agreement or arrangement related to or in furtherance of any Acquisition Proposal, (ii) any liquidation, dissolution, recapitalization, extraordinary dividend or other significant corporate reorganization of the Company or any of its Subsidiaries, (iii) any action, proposal, transaction or agreement that would delay, prevent, frustrate, impede or interfere with the Merger or the other transactions contemplated by the Merger Agreement or result in the failure of any condition set forth in ARTICLE VIII of the Merger Agreement to be satisfied, and (iv) any action, proposal, transaction or agreement that would result in a breach of any covenant, representation or warranty or other obligation or agreement of the Company under the Merger Agreement or of such Voting Shareholder under this Agreement.

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        Section 4.
    Reasonable Efforts to Cooperate.     Each Voting Shareholder hereby consents to the publication and disclosure in the Proxy Statement/Prospectus (and, as and to the extent otherwise required by securities laws or the SEC or any other securities authorities, any other documents or communications provided by the Company, Parent or Merger Sub to any Governmental Authority or to securityholders of Parent) of such Voting Shareholder's identity and Beneficial Ownership of Subject Shares and the nature of such Voting Shareholder's commitments, arrangements and understandings under and relating to this Agreement and, if deemed appropriate by the Company or Parent, a copy of this Agreement. Each Voting Shareholder will promptly provide any information reasonably requested by the Company, Parent or Merger Sub for any regulatory application or filing made or approval sought in connection with the Merger or the other transactions contemplated by the Merger Agreement (including filings with the SEC).


        Section 5.
    Irrevocable Proxy.     In furtherance of the agreements contained in Section 3 of this Agreement, each Voting Shareholder hereby irrevocably grants to and appoints Parent and each of the executive officers of Parent, in their respective capacities as officers of Parent, as the case may be, and any individual who shall hereafter succeed to any such office of Parent, and each of them individually, such Voting Shareholder's proxy and attorney-in-fact (with full power of substitution), for and in the name, place and stead of such Voting Shareholder, to vote all Subject Shares Beneficially Owned by such Voting Shareholder that are outstanding from time to time and that the Voting Shareholder has the power to vote, to grant or withhold a consent or approval in respect of such Subject Shares and to execute and deliver a proxy to vote such Subject Shares, in each case solely to the extent and in the manner specified in Section 3 of this Agreement. Each Voting Shareholder represents and warrants to Parent that all proxies heretofore given in respect of the Subject Shares that the Voting Shareholder has the power to vote are not irrevocable and that all such proxies have been properly revoked or are no longer in effect as of the date hereof. Each Voting Shareholder hereby affirms that the irrevocable proxy set forth in this Section 5 is given by such Voting Shareholder in connection with, and in consideration of, the execution of the Merger Agreement by Parent and that the irrevocable proxy set forth in this Section 5 is coupled with an interest and, except as set forth in Section 8 hereof, may under no circumstances be revoked. The irrevocable proxy set forth in this Section 5 is executed and intended to be irrevocable in accordance with the provisions of Section 21.369 of the TBOC, subject, however, to automatic termination on the Expiration Date.


        Section 6.
    Further Action.     If any further action is necessary or desirable to carry out the purposes of this Agreement, each Voting Shareholder shall take all such action reasonably requested by Parent.


        Section 7.
    Representations and Warranties of the Voting Shareholders.     Each Voting Shareholder represents and warrants to Parent as to such Voting Shareholder, severally and not jointly, as follows:

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        Section 8.
    Termination.     This Agreement shall terminate automatically, without any notice or other action by any Person, on the Expiration Date; provided, however, nothing set forth in this

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Section 8 or elsewhere in this Agreement shall relieve any party hereto from liability, or otherwise limit the liability of any party hereto, for any material breach of this Agreement.


        Section 9.
    Shareholder Capacity.     Notwithstanding anything herein to the contrary, nothing set forth herein shall restrict any officer or director of Parent in the exercise of his or her fiduciary duties as an officer or director of Parent, but such officer or director shall take no action that would cause Parent to breach the Merger Agreement or any agreements contemplated thereby.


        Section 10.
    Miscellaneous.     

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        The parties hereto have executed this Voting Agreement as of the date first written above.

    TGC INDUSTRIES, INC.

 

 

By:

 

 

        Name:    
        Title:    

[Voting Agreement—Company Signature Page]

[Voting Shareholder Signature Page Begins on Next Page]

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    [SHAREHOLDER]

 

 

By:

 

 

        Name:    
        Address:    

[Voting Agreement—Voting Shareholder Signature Page]

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Schedule A

Name
  Number of Shares  

              

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Annex F

EMPLOYMENT AGREEMENT

        This Employment Agreement (this "Agreement") is by and between TGC Industries, Inc., a Texas corporation (the "Company"), and                                        (the "Executive").The Company and the Executive are hereinafter collectively referred to as the "Parties."

RECITALS

        WHEREAS, this Agreement is being delivered in connection with that certain Agreement and Plan of Merger, dated as of October 8, 2014, among Dawson Geophysical Company, a Texas corporation ("Dawson"), the Company and Riptide Acquisition Corp., a Texas corporation and a wholly-owned subsidiary of the Company ("Merger Sub"), as the same may be amended from time to time pursuant to its terms (the "Merger Agreement").

        WHEREAS, the effective date of this Agreement is the Closing Date (as defined in the Merger Agreement) (the "Effective Date"). If the Closing Date (as defined in the Merger Agreement) shall not occur, this Agreement shall be null and void ab initio and of no further force and effect.

        WHEREAS, the Company desires to employ the Executive on the terms and conditions, and for the consideration, hereinafter set forth, and the Executive desires to be employed by the Company on such terms and conditions and for such consideration;

AGREEMENT

        NOW, THEREFORE, for good and valuable consideration and in further consideration of the mutual covenants and agreements contained herein, the Parties hereby covenant and agree as follows:

1.    Definitions    

        For purposes of this Agreement, the following definitions shall apply:


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2.    Employment    


        (a)
    Employment by the Company.     The Company hereby employs the Executive in the capacity of                                        , and the Executive hereby accepts such employment, upon the terms and conditions of this Agreement.

        (b)    Duties.    The Executive shall devote the Executive's best efforts to the performance of the Executive's duties in accordance with all policies and procedures of the Company. The Executive agrees that, during the Term (as defined below), the Executive shall devote all of the Executive's working time, attention, knowledge and skill to the business and interests of the Company (including its subsidiaries). The Executive will not, without the express written consent of the Board, engage in any employment or business activity other than for the Company (including its subsidiaries), including but not limited to employment or business activity which is competitive with, or would otherwise conflict with, his employment by the Company. The foregoing shall not preclude the Executive from managing private investments, participating in industry and/or trade groups, engaging in volunteer civic, charitable or religious activities, serving on boards of directors of charitable not-for-profit entities or, with the consent of the Board, serving on board of directors of other entities, in each case as long as such activities, individually or in the aggregate, do not materially interfere or conflict with Employee's responsibilities to the Company.


        (c)
    The Executive's Ability to Perform.     The Executive represents and warrants that with respect to the Executive's employment or services for the Company, the Executive is not under any obligation, contractual or otherwise, to any other person or entity which would preclude the Executive from entering into this Agreement or performing the terms hereof or permit any other person or entity to obtain substantial damages in connection with the Executive's employment by the Company.

3.    Term    

4.    Compensation    

        In consideration of the services to be rendered by the Executive pursuant to this Agreement, including without limitation any services that may be rendered by the Executive as an officer, director,

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manager or member of any committee of the Company or any of its subsidiaries or affiliates, the Executive shall receive the following compensation and benefits:


        (a)
    Base Salary.     The Company shall pay the Executive a base salary of $            if annualized (the "Base Salary"), which shall be earned and payable in accordance with the Company's usual payroll practices. The Base Salary may be reviewed annually by the Company, and may be adjusted in the Board's sole discretion.


        (b)
    Bonus.     In addition to the Base Salary, the Executive may be awarded, at the discretion of the Board for any fiscal year ending during the Term, a bonus. Participation in any bonus, profit sharing or other plan measured shall be at the sole discretion of the Board. To the extent the Executive is entitled to receive a cash bonus payment pursuant to the terms of such plan, any such bonus shall be paid in a lump sum payment by March 15 of the year following the year in which the bonus is earned.

5.    Benefits    


        (a)
    Reimbursed Expenses.     Reasonable expenses actually incurred by the Executive in direct conduct of the Company's business shall be reimbursed to the Executive to the extent they are reimbursable under the established policies of the Company. Any such reimbursement of expenses shall be made by the Company in accordance with its established policies (but in any event not later than the close of the Executive's taxable year following the taxable year in which the expense is incurred by the Executive and the Executive's right to reimbursement shall not be subject to liquidation or exchange for another benefit).


        (b)
    Benefits.     During the Term, the Executive and where applicable the Executive's spouse and dependents shall be eligible to participate in the same benefit plans or fringe benefit policies, other than severance programs, such as health, dental, life insurance, vision, and 401(k), as are offered to members of the Company's executive management, subject to applicable eligibility requirements and the terms and conditions of all plans and policies.


        (c)
    Vacation, Holidays and Paid Time Off.     During the Term, the Executive shall be entitled to paid vacation, holidays, sick leave, or other paid time off in accordance with the most favorable plans, policies, programs and practices of the Company then in effect for its executives.


        (d)
    Automobile.     During the Term, the Company shall provide the Executive an automobile commensurate with the Executive's position with the Company and otherwise consistent with past practice. The Company shall for all fuel, insurance, maintenance, repair and all other reasonable costs associated with such automobile. The Executive may use the automobile for personal use.

6.    Termination of Employment    


        (a)
    Termination of Employment.     The Executive's employment with the Company may be terminated as follows (it being understood and agreed that a party's determination not to renew the Term of this Agreement shall not constitute termination under any provision of this Section 6):

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        (b)
    Effect of Termination.     

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7.    Confidentiality    


        (a)
    Provision of Confidential Information; Acknowledgements.     During the Term of this Agreement, in order to assist the Executive with the Executive's duties, the Company agrees to provide the Executive with Confidential Information. The Executive acknowledges and agrees that all Confidential Information is confidential and a valuable, special and unique asset of the Company that gives the Company an advantage over its actual and potential, current and future competitors. The Executive acknowledges and agrees that, as between the Executive and the Company, the Confidential Information is now, and will at all times remain, the exclusive property of the Company, and the Executive has no ownership interest in any Confidential Information.


        (b)
    Non-Disclosure of the Confidential Information.     The Executive covenants and agrees that during the Term and following the termination (for any reason) of this Agreement, the Executive will keep secret and treat confidentially the Confidential Information, and will not disclose any Confidential Information to any person or entity for any purpose other than as directed by the Company in connection with the business and affairs of the Company nor shall the Executive use any Confidential Information for any purpose other than as directed by the Company in connection with the business and affairs of the Company. The Executive will not copy, reproduce, decompile, or reverse engineer, any Confidential Information, or remove or transmit by email or other electronic means Confidential Information from the premises of the Company absent specific consent or as necessary for the Executive to carry out his job duties for the Company. This contractual confidentiality obligation shall be in addition to, and in no way a limitation of, all such confidentiality obligations as may exist at law or in equity.

8.    Restrictive Covenants    


        (a)
    Non-Competition.     During the Term of the Executive's employment and after the termination of the Executive's employment for any reason for the longer of (x) one year after the date of termination or (y) any period of time after the date of termination during which such Executive is receiving severance payments from the Company pursuant to any provision of Section 6(b) of this Agreement, the Executive agrees that the Executive will not, directly or indirectly, acting alone or in conjunction with others, or as an employee, consultant or independent contractor, or as partner, officer, director, shareholder, manager, member or owner of any interest in or security of, any partnership, corporation, limited liability company or other business entity, venture or enterprise, engage or participate, for compensation or without compensation, in any business which is in competition with the Company as conducted at the time of termination of the Executive's employment by the Company, which, includes, but is not limited to, seismic data acquisition and related goods and services in the oil and gas exploration and drilling industry, in the geographic locations where the Company does business; provided, however, that, in the event that clause (y) above is applicable, then, the Executive may shorten the time period required by that clause to only one year from the date of the termination of the Executive's employment by agreeing in a written instrument delivered to the Company providing that the Executive irrevocably forfeits any remaining severance payments that would have been paid by the Company to the Executive during such remaining period of time but for such forfeiture.

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        (b)
    Non-Solicitation of Customers.     During the Term of the Executive's employment and after the termination of the Executive's employment for any reason for the longer of (x) one year after the date of termination or (y) any period of time after the date of termination during which such Executive is receiving severance payments from the Company pursuant to any provision of Section 6(b) of this Agreement, the Executive agrees that the Executive will not, directly or indirectly, solicit any customer of the Company either to purchase products or services (customer defined as any person or entity for which the Company has performed services or sold goods during the Term) or to reduce or cease business with the Company.


        (c)
    Non-Solicitation of Employees.     During the Term of the Executive's employment and after the termination of the Executive's employment for any reason for the longer of (x) one year after the date of termination or (y) any period of time after the date of termination during which such Executive is receiving severance payments from the Company pursuant to any provision of Section 6(b) of this Agreement, the Executive agrees that the Executive will not, directly or indirectly, hire or induce or solicit any current employee of the Company or any person who was an employee of the Company during the final 12 months of the Executive's employment to terminate the employee's employment with the Company or to work for the Executive or any other person or entity.


        (d)
    Non-Disparagement.     


        (e)
    Reasonableness of Scope.     The Executive represents and agrees that the geographic and time scope of the restrictive covenants set forth in this Section 8 are necessary and reasonable in order to protect the Company's business, goodwill, customer relationships, employees and Confidential Information. If one or more of the provisions of this Agreement shall for any reason be held to be excessively broad as to scope, activity or subject matter so as to be unenforceable at law, such provision(s) shall be construed and reformed by the appropriate judicial body by limiting and reducing it (or them), so as to be enforceable to the maximum extent compatible with the applicable law as it shall then appear.

9.    Discoveries and Inventions    


        (a)
    Assignment of Work Product to the Company.     The Executive assigns and agrees to assign to the Company, without additional compensation, all the Executive's right, title, and interest in and to any and all Work Product and any related or associated intellectual property. For clarity, Work Product does not have to be subject to or eligible for federal or state patent, copyright or trademark protection to be subject to this provision. If any such Work Product is created wholly or in part by the Executive during the Executive's hours of actual work for the Company, or with the aid of the Company's materials, equipment, or personnel, or at the premises of the Company, or resulted from or in any way were derived or generated by performance of the Executive's duties under this Agreement, or is in any way related to or derived from the services or products the Company produces or offers, then such creation shall be deemed conclusively to have occurred in the course of the Executive's employment. It is recognized that the Executive will perform the duties assigned to the Executive at times other than the Executive's actual working hours and the Company's rights hereunder shall not be diminished because the Work Product was created at such other time.

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        (b)
    Cooperation; Grant of License.     The Executive agrees to perform all acts necessary or reasonably requested by the Company to enable the Company to learn of, understand, protect, obtain and enforce patent or copyright rights to the Work Product, including but not limited to, making full and immediate disclosure and description to the Company of the Work Product, and assisting in preparation and execution of documents required to transfer and convey the Work Product and to convey to the Company patent, copyright or any other intellectual property protection in the United States and any foreign jurisdiction. In the event the Company is unable to secure the signature of the Executive to any document required to file, prosecute, register or memorialize the assignment of any patent copyright mask work, the Executive irrevocably appoints the Chief Executive Officer of the Company as the Executive's agent and attorney in fact to act for and on behalf of and instead of the Executive to take such actions needed to enforce and obtain the Company's rights hereunder. To the extent any of the Executive's rights, title or interest to the Work Product cannot be assigned to the Company, the Executive grants and will grant an exclusive, worldwide, transferable, irrevocable, royalty-license (with rights to sublicense without consent of the Executive) to the Company to exploit fully such Work Product. These obligations shall continue beyond the termination of this Agreement and shall be binding upon the Executive's assigns, executors, administrators and other legal representatives.

10.    Injunctive Relief    

        The Executive acknowledges that the Company and its affiliates would be irreparably damaged in the event any of the restrictions contained in Sections 7, 8 or 9 were not performed in accordance with their specific terms or were to be otherwise breached. Therefore, the Company shall be entitled to specifically enforce the restrictions in Sections 7, 8 or 9, without the necessity of proving actual damages or posting a bond of any type or size, in addition to any other remedy to which the Company may be entitled, at law or in equity, all of which shall be cumulative and not exclusive.

11.    Arbitration    

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12.    Miscellaneous    


        (a)
    Notification of Restrictions to Third Parties.     The Executive agrees that the Company may notify any person or entity employing or contracting with the Executive or evidencing any intention of employing or contracting with the Executive of the existence and provisions of this Agreement, to the extent such provisions of Agreement are still in effect as of such time. During the 12 month period after termination of the Executive's employment pursuant to Sections 6(a)(i), 6(a)(ii), 6(a)(iii) and 6(a)(iv) (but not any other applicable termination provisions of this Agreement), if the Executive enters into an employment consulting, independent contractor, financial or any other relationship with any third party which is in any way competitive with the Company, the Executive agrees to provide the Company with written notice of the Executive's job or other responsibilities and involvements within five business days of the Executive's acceptance of such employment or other relationship (the "Employment Notice"). The Employment Notice shall include (1) a description of the duties and responsibilities or other involvements of the proposed position or relationships, (2) identity of the employer(s) or contracting entity or other involved parties, and (3) the territory in which the Executive or any other involved parties will be providing services.


        (b)
    Severability.     If any covenant or provision herein is finally adjudicated to be void or unenforceable in whole or in part, it shall be reformed, or if reformation is not possible, deleted from the remaining Agreement and shall not affect or impair the validity of any other covenant or provision of this Agreement. The Executive hereby agrees that all restrictions in this Agreement are reasonable and valid and all defenses to the strict enforcement thereof by the Company are hereby waived by the Executive.


        (c)
    Entire Agreement.     This Agreement contains all of the terms, conditions and agreements of the Parties with respect to the Executive's employment by the Company and cancels, supersedes or amends, as applicable, all prior agreements and understandings between the Parties relating to the Company's employment and compensation of the Executive for any period and in any capacity whatsoever, and the Executive acknowledges and agrees that the Amended and Restated Employment Contract between the Executive and [TGC Industries, Inc.] dated [March 1, 2012] (the "Current Agreement") and all amendments thereto shall be null and void effective as of the Effective Date. If the Merger Agreement is terminated for any reason before the consummation of the Closing (as such term is defined in the Merger Agreement), this Agreement shall automatically and immediately terminate and be of no further force or effect and the Current Agreement will continue pursuant to its terms.


        (d)
    Withholding and other Deductions.     The Company shall have the right to deduct from the Base Salary, other compensation payable to the Executive, and any other payments, including severance payments, that the Company may make to the Executive pursuant to the terms hereof, social security

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taxes and all federal, state, and municipal taxes and charges as may now be in effect or which may hereafter be enacted or required as charges on the compensation of the Executive.


        (e)
    Headings; Interpretation.     The section headings hereof are for convenience only and shall not control or affect the meaning or construction or limit the scope or intent of any of the provisions of this Agreement. Whenever the context may require, any pronoun used in this Agreement shall include the corresponding masculine, feminine or neuter forms, and the singular form of nouns, pronouns and verbs shall include the plural and vice versa. In addition, as used in this Agreement, unless otherwise provided to the contrary, (i) all references to days, months or years shall be deemed references to calendar days, months or years or (ii) any reference to a "Section" shall be deemed to refer to a section of this Agreement.


        (f)
    Notices.     All notices, requests, demands and other communications hereunder shall be in writing and shall be deemed to have been duly given if delivered in person or mailed, first class postage prepaid or delivered by overnight messenger service, to the Executive at either the office of the Company to which the Executive is assigned or to his last known home address, and to the Company addressed to the Secretary of the Company at 508 West Wall, Suite 800, Midland, Texas 79701 (delivery of such copy being a necessary requirement for the notice, request, demand or communication to be effective) or to such other address as the addressee hereunder may designate.


        (g)
    Modification; Waiver.     No modification, amendment or waiver of this Agreement shall be binding upon the Company unless executed in writing on behalf of the Company by a person designated by the Board to sign such modification, amendment or waiver. A waiver by any Party of any breach of this Agreement shall not constitute a waiver of future reoccurrences of such breach, or other breaches. A waiver by any Party of any terms, conditions, rights or obligations under this Agreement shall not constitute a waiver of such term, condition, rights or obligation in the future. No delay or omission by a Party to exercise any right, power or remedy shall impair or waive any such right, power or remedy, or be construed as a waiver of any default. No whole or partial exercise of any right, power or privilege shall preclude any other or further exercise thereof.


        (h)
    Successors and Assigns.     This Agreement shall be binding upon and shall inure to the benefit of the successors and assigns of the Company, but shall not be assignable by the Executive. The Company may, without the Executive's consent, assign this Agreement to any of its affiliates or to a purchaser, or any of its affiliates, of the stock or assets of the Company.


        (i)
    Applicable Law; Venue.     THIS AGREEMENT SHALL BE INTERPRETED AND ENFORCED IN CONFORMITY WITH THE LAW OF THE STATE OF TEXAS, WITHOUT REGARD TO ANY CONFLICTS OF LAW PROVISION THEREOF THAT WOULD RESULT IN THE APPLICATION OF THE LAWS OF ANY OTHER JURISDICTION. VENUE OF ANY LEGAL ACTION ARISING FROM OR RELATING TO THIS AGREEMENT SHALL BE IN MIDLAND COUNTY, TEXAS.


        (j)
    Section 409A.     This Agreement is intended to provide payments that are exempt from, or to the extent not exempt, compliant with the provisions of Section 409A of the Internal Revenue Code (the "Code") and related regulations and Treasury pronouncements ("Section 409A"), and the Agreement shall be interpreted accordingly. A termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of any amounts or benefits upon or following a termination of employment unless such termination is also a "separation from service" within the meaning of Section 409A. For purposes of Section 409A, each payment under Section 6 will be treated as a separate payment. Notwithstanding any provision of this Agreement to the contrary, the Parties agree that any benefit or benefits under this Agreement that the Company determines are subject to the suspension period under Code Section 409A(a)(2)(B) shall not be paid or commence until (i) the first business day following such date that is six months after the Executive's termination date, or if earlier, (ii) the Executive's death. To the extent any benefits provided under this

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Agreement are otherwise taxable to the Executive, such benefits, for purposes of Section 409A shall be provided as separate monthly in-kind payments of those benefits, and to the extent those benefits are subject to and not otherwise excepted from Section 409A, the provisions of the in-kind benefits during one calendar year shall not affect the in-kind benefits to be provided in any other calendar year.


        (k)
    Survival of Obligations.     The Parties expressly agree the provisions of Sections 6(b)(ii), 6(b)(iv), 6(b)(vii) and 7 through 12 shall survive the termination of this Agreement.


        (l)
    Knowledge and Legal Representation.     THE EXECUTIVE ACKNOWLEDGES THAT THE EXECUTIVE HAS CAREFULLY READ THIS AGREEMENT, HAS HAD THE OPPORTUNITY TO CONSULT WITH AN ATTORNEY OF THE EXECUTIVE'S CHOOSING TO THE EXTENT THE EXECUTIVE DESIRES LEGAL ADVICE REGARDING THIS AGREEMENT, AND UNDERSTANDS AND AGREES TO ALL OF THE PROVISIONS IN THIS AGREEMENT.


        (m)
    Counterparts.     This Agreement may be executed in any number of counterparts (including executed counterparts delivered and exchanged by facsimile transmission) with the same effect as if the Parties had originally executed the same document, and all counterparts shall be construed together and shall constitute the same instrument.


        (n)
    Attorneys' Fees.     In the event of any litigation in relation to this Agreement, the prevailing Party, in addition to all other sums to which such Party may be entitled, shall be further entitled to recovery of all costs of such litigation, including reasonable attorneys' fees.

[signature page follows]

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        IN WITNESS WHEREOF, the Parties have hereunto executed this Agreement on the dates indicated below.

    THE EXECUTIVE:

 

 

 

 

 

        Name:  
 

 

 

COMPANY:

 

 

TGC INDUSTRIES, INC.

 

 

By:

 

  

        Name:   Wayne A. Whitener
        Title:   President

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Annex G


RESTATED

CERTIFICATE OF FORMATION

OF

DAWSON GEOPHYSICAL COMPANY

[                        ], 2015

        Dawson Geophysical Company (the "Corporation"), pursuant to the provisions of Section 21.056 of the Texas Business Organizations Code (the "Code"), hereby adopts this Restated Certificate of Formation (this "Restated Certificate of Formation"), which completely supersedes and replaces the Corporation's Second Restated Articles of Incorporation filed with the Texas Secretary of State on May 15, 2006, as restated (the "Certificate of Formation").


ARTICLE ONE

        The name of the corporation is DAWSON OPERATING COMPANY.

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ARTICLE TWO

        The corporation is organized as a for-profit corporation under the Texas Business Organizations Code.


ARTICLE THREE

        The purposes for which this corporation is organized are:

To engage in any lawful activity or business and to promote and conduct any legitimate object of purpose or purposes permitted under the laws of the State of Texas, and to enable the corporation to accomplish such purposes, the corporation shall have and possess and exercise all of the rights, powers and privileges granted to or conferred upon corporations by the Texas Business Organizations Code or by any other law of the State of Texas or by this Restated Certificate of Formation, together with all other rights, powers and privileges incident thereto that shall or may be necessary or convenient to the conduct of such activities and business and the achievement of such purposes.


ARTICLE FOUR

        The total number of shares of stock which the corporation shall have authority to issue is fifty-five million (55,000,000) divided into two classes:

        (a)   One class designated as common stock shall consist of Fifty Million (50,000,000) shares having a par value of Thirty-Three and One/third Cents ($0.331/3) per share; and the other class designated as preferred shares shall consist of Five Million (5,000,000) shares having a par value of One Dollar ($1.00) per share.

        (b)   The preferences, qualifications, limitations, restrictions in the special or relative right in respect to the shares are as follows:

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        Subject to all of the rights of the Preferred Stock or any series thereof, the holders of the Common Stock shall be entitled to receive, when, as and if declared by the Board of Directors, out of funds legally available therefor, dividends payable in cash, stock or otherwise.

        Upon any liquidation, dissolution or winding up of the corporation, whether voluntary or involuntary, and after the holders of the Preferred Stock of each series shall have been paid in full the amounts to which they respectively shall be entitled or a sum sufficient for such payment in full shall have been set aside, the remaining net assets of the corporation shall be distributed pro rata to the holders of the Common Stock in accordance with their respective rights and interests, to the exclusion of the holders of the Preferred Stock.

        (c)   Effective as of May 15, 2006 (referred to as the "Effective Date"), each of the 80,580 shares of common stock of the corporation outstanding prior to the Effective Date, having a par value of Ten Dollars ($10.00) per share, were made equal to and changed into thirty (30) fully paid and nonassessable shares of common stock of the corporation having a par value of Thirty-Three and One/third Cents ($0.331/3) per share (the "Stock Split"), and were authorized to be issued under the Certificate of Formation, as previously amended. Certificates for shares of common stock having a par value of Thirty-Three and One/third Cents ($0.331/3) per share were issued in place and upon surrender of certificates of shares of the previously issued common stock having a par value of $10.00 per share. As of the Effective Date and thereafter, a certificate representing shares of common stock prior to the Stock Split were deemed to represent the number of new shares into which the old shares were convertible.

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        No stockholder of this corporation shall by reason of his holding shares of any class have any pre-emptive or preferential right to purchase or subscribe to any shares of any class of this corporation, now or hereafter to be authorized, or any notes, debentures, bond or other securities convertible into or carrying options or warrants to purchase shares of any class, now or hereafter to be authorized, whether or not the issuance of any such shares, or such notes, debentures, bonds or other securities, would adversely affect the dividend or voting rights of such stockholder, other than such rights, if any, as the Board of Directors, in its discretion from time to time may grant, and at such price as the Board of Directors in its discretion may fix; and the Board of Directors may issue shares of any class of this corporation, or any notes, debentures, bonds or other securities convertible into or carrying options or warrants to purchase shares of any class, without offering any such shares of any class, either in whole or in part, to the existing stockholders of any class.

        A cumulative voting by the stockholders of the corporation at any election for directors is expressly prohibited. The shareholders entitled to vote for directors in such election shall be entitled to cast one vote per directorship for each share held, and no more.


ARTICLE FIVE

        The corporation will not commence business until it has received for issuance of its shares consideration of the value of One Thousand Dollars ($1,000.00), consisting of money, labor done, or property actually received, which sum is not less than One Thousand ($1,000.00).


ARTICLE SIX

        The post office address of its registered agent is 508 W. Wall, Suite 800, Midland, Texas, and the name of its registered agent at such address is Stephen C. Jumper. The Board of Directors consists of six directors. The post office address of each director is 508 W. Wall, Suite 800, Midland, Texas, and the name of the persons serving as directors of the corporation at the time of the filing of this Restated Certificate of Formation and who shall serve until their successors shall be chosen and shall qualify are: Stephen C. Jumper, Craig W. Cooper, Gary M. Hoover, Ph.D., Mark Vander Ploeg, Ted R. North, and Tim C. Thompson.


ARTICLE SEVEN

        A director of the corporation shall not be personally liable to the corporation or its shareholders for monetary damages for an act or omission in such director's capacity as a director, except for liability for (i) a breach of a director's duty of loyalty to the corporation or its shareholders; (ii) an act or omission not in good faith or that involves intentional misconduct or a knowing violation of the law; (iii) a transaction from which a director received an improper benefit, whether or not the benefit resulted from an action taken within the scope of the director's office; (iv) an act or omission for which the liability of a director is expressly provided by statute; or (v) an act related to an unlawful stock repurchase or payment of a dividend. If the laws of the State of Texas are hereafter amended to authorize corporate action further eliminating or limiting the personal liability of a director of the corporation, then the liability of a director of the corporation shall thereupon automatically be eliminated or limited to the fullest extent permitted by such laws. Any repeal or modification of this Article Seven by the shareholders of the corporation shall not adversely affect any right or protection of a director existing at the time of such repeal or modification with respect to events or circumstances occurring or existing prior to such time.

[Signature Page to Follow]

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        This Restated Certificate of Formation becomes effective at [     ].

    DAWSON OPERATING COMPANY

 

 

By:

 



Stephen C. Jumper, President and
Chief Executive Officer

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Annex H

CERTIFICATE OF AMENDMENT

TO THE

AMENDED AND RESTATED CERTIFICATE OF FORMATION

OF

TGC INDUSTRIES, INC.

(a Texas Corporation)

[    •    ], 2015

        This CERTIFICATE OF AMENDMENT (this "Certificate") is being executed and filed pursuant to Sections 3.051, 3.052, 3.053, 3.054 and 21.364 of the Texas Business Organizations Code (the "TBOC"). The undersigned hereby certifies that:

[Signature page follows]


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        IN WITNESS WHEREOF, the Corporation has caused this certificate to be signed this [    •    ] day of [            ], 2015.

  By:     

      Name:   Wayne A. Whitener

      Title:   President

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Annex I

RESTATED INDEMNIFICATION AGREEMENT

        This Restated Indemnification Agreement (this "Agreement") is made and entered into as of [                        ], by and between Dawson Geophysical Company, a Texas corporation (formerly known as TGC Industries,  Inc.) (the "Company"), and                        (the "Indemnitee").

        WHEREAS, qualified persons are reluctant to serve organizations as directors or officers or in other capacities unless they are provided with adequate protection against risks of claims and actions against them arising out of their service to and activities on behalf of such organizations;

        WHEREAS, the parties hereto recognize that the legal risks and potential liabilities, and the threat thereof, associated with lawsuits filed against persons serving the Company and/or its subsidiaries, and the resultant substantial time, expense and anxiety spent and endured in defending lawsuits bears no reasonable relationship to the compensation received by such persons, and thus poses a significant deterrent and increased reluctance on the part of experienced and capable individuals to serve the Company and/or its subsidiaries;

        WHEREAS, the uncertainties related to obtaining adequate insurance and indemnification have increased the difficulty of attracting and retaining such persons;

        WHEREAS, Chapter 8 of the Texas Business Organizations Code (the "TBOC") of the State of Texas, under which law the Company is organized, empowers a corporation organized in Texas to indemnify persons who serve as directors and/or officers of the corporation, or persons who serve at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise;

        WHEREAS, the Bylaws of the Company permit indemnification to the fullest extent permitted by applicable law;

        WHEREAS, it is reasonable, prudent and necessary for the Company to contractually agree to indemnify such persons to the fullest extent permitted by law, so that such persons will serve or continue to serve the Company and/or its subsidiaries free from undue concern that they will not be adequately indemnified; and

        WHEREAS, the Indemnitee is willing to serve, continue to serve and to take on additional service for and on behalf of the Company on the condition that the Indemnitee is indemnified according to the terms of this Agreement;

        WHEREAS, this Agreement shall supersede and replace any prior agreement between the Indemnitee and the Company or its predecessors with respect to indemnification and the other matters contained herein, including, but not limited to, that certain Indemnification Agreement dated as of                    between the Indemnitee and [Dawson Geophysical Company/TGC Industries, Inc.];

        NOW, THEREFORE, in consideration of the premises and of the Indemnitee's agreement to provide services to the Company and/or its subsidiaries and intending to be legally bound hereby, the parties hereto agree as follows:


        1.
    Certain Definitions.     For purposes of this Agreement:


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        2.
    Indemnification Arrangement.     In the event the Indemnitee was, is or becomes a party to or witness or other participant in, or is threatened to be made a party to or witness or other participant in, a Proceeding by reason of (or arising in part out of) an Indemnifiable Event, to the fullest extent permitted by the TBOC or other applicable law as the same may exist or be hereinafter amended (by statute or judicial decision) (but in the case of any such amendment, with respect to matters occurring before such amendment, only to the extent that such amendment permits the Company to provide broader indemnification rights than said law permitted the Company to provide prior to such amendment), the Company shall, subject to and in accordance with the provisions of Section 6, indemnify and hold harmless the Indemnitee against any and all Expenses of such Proceeding as soon as practicable but in any event no later than (a) in the case of an initial written request for indemnification in connection with a Proceeding, five days after a determination has been made, or is deemed to have been made, that the Indemnitee is entitled to indemnification and (b) in the case of a written request for indemnification made pursuant to Section 5 in connection with a Proceeding for which a determination has been made that the Indemnitee is entitled to indemnification in connection with such Proceeding, five days after such written request.


        3.
    Advancement or Reimbursement of Expenses.     The rights of the Indemnitee provided under Section 2 shall include, but not be limited to, the right to be indemnified and to have all Expenses advanced (including the payment of Expenses before final disposition of a Proceeding) in all Proceedings to the fullest extent permitted, or not prohibited, by the TBOC or other applicable law. In addition, to the extent the Indemnitee is, by reason of (or arising in part out of) an Indemnifiable Event, a witness or otherwise participates in any Proceeding at a time when he is not named a defendant or respondent in the Proceeding, he shall be indemnified against all Expenses actually and reasonably incurred by him or on his behalf in connection therewith. The Indemnitee shall be advanced Expenses, within five days after any request for such advancement, to the fullest extent permitted, or not prohibited, by Chapter 8 of the TBOC; provided that the Indemnitee has provided to the Company all affirmations, acknowledgments, representations and undertakings that may be required of the Indemnitee by Chapter 8 of the TBOC.


        4.
    No Settlement without Consent.     The Company shall not be liable to indemnify the Indemnitee under this Agreement for any amounts paid in settlement of any Proceeding effected without its written consent. The Company shall not settle any action or claim in any manner which would impose any penalty or limitation on the Indemnitee without the Indemnitee's written consent. Neither the Company nor the Indemnitee will unreasonably withhold or delay their consent to any proposed settlement.


        5.
    Request for Indemnification.     To obtain indemnification as herein provided, the Indemnitee shall submit to the Secretary of the Company a written claim or request. Such written claim or request shall contain sufficient information to reasonably inform the Company about the nature and extent of the indemnification or advance sought by the Indemnitee. The Secretary of the Company shall promptly advise the Board of such request.


        6.
    Determination of Request.     

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        7.
    Effect of Certain Proceedings.     The termination of any Proceeding or of any matter therein, by judgment, order, settlement or conviction, or upon a plea of nolo contendere or its equivalent, shall not (except as otherwise expressly provided in this Agreement) of itself adversely affect the right of the Indemnitee to indemnification or create a presumption that (a) the Indemnitee did not conduct himself in good faith and in a manner which he reasonably believed, in the case of conduct in his official capacity, to be in the best interests of the Company, or, in all other cases, that at least his conduct was not opposed to the Company's best interests, or (b) with respect to any criminal Proceeding, that the Indemnitee had reasonable cause to believe that his conduct was unlawful.


        8.
    Expenses of Enforcement of Agreement.     The Indemnitee shall be entitled to seek an adjudication to enforce his rights under, or to recover damages for breach of rights created under or pursuant to, this Agreement either, at the Indemnitee's option, in (a) an appropriate court of the State of Texas or any other court of competent jurisdiction, or (b) an arbitration to be conducted by a single arbitrator, selected by mutual agreement of the Company and the Indemnitee (or, failing such agreement by the then sitting Chief Judge of the United States District Court for the appropriate jurisdiction), pursuant to the commercial arbitration rules of the American Arbitration Association. In the event that the Indemnitee seeks any such judicial adjudication or arbitration award to enforce his rights under, or to recover damages for breach of rights created under or pursuant to, this Agreement, the Indemnitee shall be entitled to recover from the Company, and shall be indemnified by the Company against, any and all Expenses actually and reasonably incurred by him in such judicial adjudication but only if he prevails therein. If it shall be determined in said judicial adjudication that the Indemnitee is entitled to receive part but not all of the indemnification or advancement of Expenses sought, the Expenses incurred by the Indemnitee in connection with such judicial adjudication shall be reasonably prorated in good faith by counsel for the Indemnitee. Notwithstanding the foregoing, if a Change in Control shall have occurred, the Indemnitee shall be entitled to indemnification under this Section 8 regardless of whether the Indemnitee ultimately prevails in such judicial adjudication.


        9.
    Common Attorney.     Notwithstanding the obligation of the Company to indemnify the Indemnitee against Expenses pursuant to Section 2, in the event there is a Proceeding by reason of (or arising in part out of) an Indemnifiable Event against several persons, including the Indemnitee, who have a right of indemnification against the Company with respect to Expenses relating to such Proceeding and who have totally common interests such that their goals are identical and there are no conflicts-of-interest among them, then such group of persons shall, by majority vote of such persons, select a single attorney or law firm to serve as the sole and exclusive legal counsel for all of the members of such group (including the Indemnitee). In the event the Indemnitee acts independently by retaining the legal services of any other attorney or law firm to additionally or separately represent him, all Expenses relating to such independently retained attorney or law firm shall be the sole responsibility of the Indemnitee.


        10.
    Nonexclusive Rights; Subsequent Change in Law.     The rights of indemnification and to receive advancement of Expenses as provided by this Agreement shall not be deemed exclusive of any other rights to which the Indemnitee may at any time be entitled under applicable law, the articles of incorporation of the Company, the Bylaws of the Company, agreement, insurance, arrangement, a vote of shareholders or a resolution of directors, or otherwise. To the extent that a change in the TBOC or other applicable law (whether by statute or judicial decision) permits greater indemnification by

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agreement than would be afforded currently under the Company's articles of incorporation or bylaws and this Agreement, it is the intent of the parties hereto that the Indemnitee shall enjoy by this Agreement the greater benefits so afforded by such change.


        11.
    D&O Liability Insurance.     The Company shall from time to time make a good faith determination whether or not it is practicable for the Company to obtain and maintain a policy or policies of insurance with reputable insurance companies providing the directors and officers of the Company or its subsidiaries or affiliates, with coverage for losses incurred in connection with their services to the Company or its subsidiaries or affiliates or to ensure the Company's performance of its indemnification obligations under this Agreement. Among other considerations, the Company will weigh the costs of obtaining such insurance coverage against the protection afforded by such coverage. To the extent the Company maintains an insurance policy or policies providing directors' and/or officers' liability insurance, the Indemnitee shall be covered by such policy or policies, in accordance with its or their terms, to the maximum extent of the coverage available for any of the Company's directors and/or officers. The Company shall not be liable under this Agreement to make any payment of amounts otherwise indemnifiable hereunder if and to the extent that the Indemnitee has otherwise actually received such payment under any bylaws, insurance policy, contract, agreement or otherwise.


        12.
    No Employment Rights.     Nothing in this Agreement is intended to create in the Indemnitee any right to continued service as a director and/or officer with the Company.


        13.
    Amendments; Waiver.     No supplement, modification or amendment of this Agreement shall be binding unless executed in writing by both of the parties hereto. No waiver of any of the provisions of this Agreement shall be deemed or shall constitute a waiver of any other provisions hereof (whether or not similar) nor shall such waiver constitute a continuing waiver.


        14.
    Subrogation.     In the event of payment under this Agreement, the Company shall be subrogated to the extent of such payment to all of the rights of recovery of the Indemnitee, who shall execute all papers required and shall do everything that may be necessary to secure such rights, including the execution of such documents necessary to enable the Company effectively to bring suit to enforce such rights.


        15.
    Term.     This Agreement shall be effective from and after the date hereof, and shall continue until and terminate upon the later of: (a) the sixth anniversary after the Indemnitee has ceased to be a member of the Board and/or an officer of the Company or otherwise hold a position that could give rise to an Indemnifiable Event or (b) the final termination or resolution of all Proceedings with respect to which the Company is indemnifying the Indemnitee against any and all Expenses relating to such Proceeding pursuant to the terms of this Agreement that are commenced prior to such six-year anniversary.


        16.
    Notification and Defense of Claims.     The Indemnitee agrees to notify the Company promptly in writing upon being served with any summons, citation, subpoena, complaint, indictment, information, or other document relating to any matter which may be subject to indemnification hereunder, whether civil, criminal, or investigative; provided. however, that the failure of the Indemnitee to give such notice to the Company shall not adversely affect the Indemnitee's rights under this Agreement except to the extent the Company has been materially prejudiced as a direct result of such failure. Nothing in this Agreement shall constitute a waiver of the Company's right to seek participation at its own expense in any Proceeding which may give rise to indemnification hereunder.


        17.
    Binding Effect.     This Agreement shall be binding upon and inure to the benefit of and be enforceable by the parties hereto and their respective successors or assigns (including any direct or indirect successor by purchase, merger, consolidation or otherwise to all or substantially all of the business and/or assets of the Company), spouses, heirs, executors and personal or legal representatives.

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This Agreement shall continue in effect regardless of whether the Indemnitee continues to serve as a director and/or officer of the Company.


        18.
    Severability.     The provisions of this Agreement shall be severable in the event that any of the provisions hereof (including any provision within a single section, paragraph or sentence) is held by a court of competent jurisdiction to be invalid, void or otherwise unenforceable in any respect, and the validity and enforceability of any such provision in every other respect and of the remaining provisions hereof shall not be in any way impaired and shall remain enforceable to the fullest extent permitted by law. To the fullest extent possible, the provisions of this Agreement shall be construed so as to give effect to the intent manifested by the provision held invalid, illegal or unenforceable.


        19.
    Governing Law.     This Agreement and all acts and transactions pursuant hereto and the rights and obligations of the parties hereto shall be governed, construed and interpreted in accordance with the laws of the State of Texas, without giving effect to conflicts of law provisions thereof.


        20.
    Notice.     All notices, demands and other communications required or permitted under this Agreement shall be made in writing and shall be deemed to have been duly received upon actual receipt if delivered by hand, against receipt, or mailed, postage prepaid, certified or registered mail, return receipt requested, and addressed to the Company at:

and to Indemnitee at the address set forth on the signature page attached hereto.

[Signature page follows]

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        IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date set forth above.

    DAWSON GEOPHYSICAL COMPANY

 

 

By:    
        Name:   Stephen C. Jumper
        Title:   President and Chief Executive Officer

    INDEMNITEE

 

 


 
    Name:  
 
    Address:  
 

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