EXHIBIT 2.1
UNIT EXCHANGE AGREEMENT
This Unit Exchange Agreement dated as of November ___, 1997, (the
"Agreement") is by and among ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇▇▇▇ ▇.
▇▇▇▇▇▇▇ (in his individual capacity and as natural tutor of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
▇▇▇▇▇▇▇ and of Kaylee ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇), ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇▇ ▇. ▇▇▇▇▇▇,
▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇. ▇▇▇▇▇▇, Advantage Capital Partners II Limited
Partnership, Advantage Capital Partners III Limited Partnership, Advantage
Capital Partners IV Limited Partnership, Advantage Capital Partners V Limited
Partnership, Advantage Capital Partners Limited Partnership and American
Aviation Incorporated (each a "Common Unit Holder" and collectively, the "Common
Unit Holders"); ▇▇▇▇▇ ▇. ▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇ and ▇▇▇▇
▇▇▇▇▇▇▇▇ (each as "Option Holder" and collectively, the "Option Holders");
American Capital Management Corporation ("ACMC") and OMNI Energy Services Corp.
("Omni Energy").
WITNESSETH:
WHEREAS, the Common Unit Holders are the owners of all 113,476 issued and
outstanding common units (the "Common Units") of OMNI Geophysical, L.L.C., a
Louisiana limited liability company ("Omni") and the Option Holders are the
owners of the 1,116 outstanding options to purchase additional Common Units (the
"Common Unit Options"), the ownership of each as represented on Exhibit A
hereto;
WHEREAS, Omni Energy desires to issue 12,000,000 shares of its common stock
("Common Stock") and 118,018 options to purchase common stock at an exercise
price of $2.28 per share ("Common Stock Options"), in exchange for the 113,476
Common Units and for the corresponding 1,116 outstanding Common Unit Options.
NOW THEREFORE, in consideration of the mutual promises, covenants and
agreements set forth herein and in reliance upon the undertakings,
representations and warranties contained herein, the parties hereby agree as
follows:
ARTICLE 1
EXCHANGE OF UNITS AND OPTIONS; CANCELLATION OF SHARES
Section 1.1 Exchange of Units and Options. Subject to the terms and
conditions stated herein, the Common Unit Holders hereby exchange with full
title the 113,476 Common Units and the Option Holders hereby exchange with full
title the 1,116 Common Unit Options, for which Omni Energy hereby exchanges
12,000,000 shares of Common Stock and 118,018 Common Stock Options (the
"Exchange"), respectively.
Section 1.2 Cancellation of Shares. Upon the consummation of the
transactions set forth in Section 1.1 above, the 1,000 shares of Common Stock
previously issued by Omni Energy to ACMC shall be cancelled and no consideration
shall be given for such shares. ACMC hereby agrees and consents to the
cancellation of such shares.
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ARTICLE 2
CONSENTS
Section 2.1 Amendment to Schedule A Operating Agreement. The Common Unit
Holders hereby agree to amend and do hereby amend Schedule A of the Amended
and Restated Operating Agreement (the "Operating Agreement") of Omni to reflect
the Exchange of Common Units by the Common Unit Holders. The revised Schedule A
is attached as Exhibit B to this Agreement.
Section 2.2 Consent to Exchange. The Common Unit Holders, representing
all of the members of Omni ("Members") consent to : (a) the Exchange pursuant to
this Agreement; (b) the transfer of each of the Common Unit Holder's interests
to Omni Energy as set forth in Exhibit A; (c) the admission of Omni Energy as a
substitute Member for each Common Unit Holder; and (d) the Amendment to Schedule
A of the Operating Agreement as set forth in Exhibit B. The Option Holders
consent to the exchange of their 1,116 Common Unit Options for 118,018 options
to purchase Omni Energy Common Stock.
ARTICLE 3
REPRESENTATIONS AND WARRANTIES OF
COMMON UNIT HOLDERS AND OPTION HOLDERS
The Common Unit Holders and Option Holders represent and warrants to Omni
Energy as of the date hereof as follows:
Section 3.1 Ownership. The Common Unit Holders and Option Holders are
the sole record and beneficial owners of the Common Units and Common Unit
Options, respectively. The Common Unit Holders have good and marketable title
to the Common Units and the right to deliver the Common Units in accordance with
the terms of this Agreement. The Option Holders have good and marketable title
to the Common Unit Options and the right to deliver the Common Unit Options in
accordance with the terms of this Agreement. The transfers of Common Units and
Common Unit Options to Omni Energy in accordance with the terms of this
Agreement transfer good and marketable title to the Common Units and Common Unit
Options to Omni Energy free and clear of all liens, restrictions, rights,
options and claims of every kind.
Section 3.2 Authority; Enforceability. The Common Unit Holders and the
Option Holders have the full legal right, power and authority to execute,
deliver and perform this Agreement and to consummate the transactions
contemplated hereby. This Agreement has been duly executed and delivered by the
Common Unit Holders and the Option Holders and constitutes a valid and legally
binding obligation of the Common Unit Holders and the Option Holders enforceable
against them in accordance with their respective terms, except as (a)
enforceability may be limited by applicable bankruptcy, insolvency, fraudulent
transfer, moratorium or similar laws from time to time in effect affecting
creditors' rights generally and (b) the availability of equitable remedies may
be limited by equitable principles of general applicability.
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Section 3.3 No Conflict. Neither the execution and the delivery of this
Agreement by the Common Unit Holders and the Option Holders, nor the
consummation of the transactions contemplated hereby: (a) violate, conflict
with, or result in a breach of any provisions of; (b) constitute a default (or
an event which, with notice or lapse of time or both, would constitute a
default) under; (c) result in the termination of or accelerate the performance
required by; (d) result in the creation of any Lien upon the Common Units or
Common Unit Options under any of the terms, conditions or provisions of the
Articles of Organization or the Operating Agreement of Omni, or to any material
extent, under the terms and conditions of any note, bond, mortgage, indenture,
deed of trust, lease, license, loan agreement or other instrument or obligation
to or by which Omni, the Common Unit Holders or Option Holders or any of their
respective assets are bound; or (e) to any material extent, violate any
Applicable Law binding upon Omni, the Common Unit Holders or Option Holders or
any of their respective assets.
Section 3.4 No Other Representations or Warranties. Except as set forth
above in this Section 3, no other representations or warranties, express or
implied, are made in this Agreement by the Common Unit Holders or the Option
Holders to Omni Energy.
ARTICLE 4
REPRESENTATIONS AND WARRANTIES OF OMNI ENERGY
Omni Energy represents and warrants to the Common Unit Holders and the
Option Holders as of the date hereof as follows:
Section 4.1 Organization. Omni Energy is a corporation duly organized,
validly existing and in good standing under the laws of Louisiana and has all
requisite corporate power and authority to own its properties and carry on its
business as now being conducted.
Section 4.2 Capitalization. As of the date of this Agreement, the
authorized capital stock of Omni Energy consists of 45,000,000 Common Shares,
$0.01 par value per share; and 5,000,000 shares of preferred stock, $0.01 par
value per share, issuable in series.
Section 4.3 Authority; Enforceability. Omni Energy has the requisite
corporate power and authority to execute and deliver this Agreement and to carry
out its obligations hereunder. The execution, delivery and performance of this
Agreement and the consummation of the transactions contemplated hereby have been
duly authorized by all necessary corporate action on the part of Omni Energy
and no other corporate proceedings on the part of Omni Energy are necessary to
authorize this Agreement or to consummate the transactions so contemplated.
This Agreement has been duly executed and delivered by Omni Energy and
constitutes a valid and binding obligation of Omni Energy, enforceable against
Omni Energy in accordance with its terms, except as (a) enforceability may be
limited by applicable bankruptcy, insolvency, fraudulent transfer, moratorium or
similar laws from time to time in effect affecting creditors' rights generally
and (b) the availability of equitable remedies may be limited by equitable
principles of general applicability.
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Section 4.4 No Conflict. Neither the execution and delivery of this
Agreement by Omni Energy, nor the consummation of the transactions contemplated
hereby, do or will: (a) violate, conflict with, or result in a breach of any
provisions of; (b) constitute a default (or an event which, with notice or lapse
of time or both, would constitute a default) under; (c) result in the
termination of or accelerate the performance required by; (d) result in the
creation of a Lien upon the Omni Energy shares of common stock or common stock
options under any of the terms, conditions or provisions of the Articles of
Incorporation or Bylaws of Omni Energy or any note, bond, mortgage, indenture,
deed of trust, lease, license, loan agreement or other instrument or obligation
to or by which Omni Energy or any of its assets are bound; or (e) violate any
Applicable Law binding upon Omni Energy and on any of its assets.
Section 4.5 Shares to be Exchanged. When issued in accordance with the
terms of this Agreement, the shares of Common Stock to be exchanged for the
Common Units will be duly authorized, validly issued and non-assessable shares
of the Common Stock. The Common Stock to be issued upon exercise of the Common
Stock Options, if and when exercised, will be duly authorized, validly issued
and non-assessable shares of Common Stock.
Section 4.6 No Other Representations or Warranties. Except as set forth
above in this Section 4, no other representations or warranties, express or
implied, are made in this Agreement by Omni Energy to the Common Unit Holders or
Option Holders.
ARTICLE 5
INDEMNIFICATION; REMEDIES
Section 5.1 Indemnification by Common Unit Holders. Except as otherwise
expressly provided in this Article 5, the Common Unit Holders, as their sole
obligation and the exclusive remedy of Omni Energy, shall jointly and severally
defend, indemnify and hold harmless Omni Energy, and shall reimburse Omni
Energy, for, from and against, each and every demand, claim, action, loss,
liability, judgment, damage, cost and expense (including, without limitation,
interest, penalties, costs of preparation and investigation, and the reasonable
fees, disbursements and expenses of attorneys, accountants and other
professional advisors) (collectively, "Losses") imposed on or incurred by Omni
Energy, directly or indirectly, relating to, resulting from or arising out of:
(a) any inaccuracy in any representation or warranty of the Common Unit Holders
in this Agreement, whether or not Omni Energy relied thereon or had knowledge
thereof, or (b) any breach or nonperformance of any covenant, agreement or other
obligation of the Common Unit Holders under this Agreement or any certificate,
document or other instrument delivered or to be delivered pursuant hereto.
Section 5.2 Indemnification by Options Holders. Except as otherwise
expressly provided in this Article 5, the Option Holders, as their sole
obligation and the exclusive remedy of Omni Energy, shall jointly and severally
defend, indemnify and hold harmless Omni Energy, and shall reimburse Omni
Energy, for, from and against, each and every demand, claim, action, loss,
liability, judgment, damage, cost and expense (including, without limitation,
interest, penalties, costs of
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preparation and investigation, and the reasonable fees, disbursements and
expenses of attorneys, accountants and other professional advisors)
(collectively, "Losses") imposed on or incurred by Omni Energy, directly or
indirectly, relating to, resulting from or arising out of: (a) any inaccuracy in
any representation or warranty of the Option Holders in this Agreement, whether
or not Omni Energy relied thereon or had knowledge thereof, or (b) any breach or
nonperformance of any covenant, agreement or other obligation of the Option
Holders under this Agreement or any certificate, document or other instrument
delivered or to be delivered pursuant hereto.
Section 5.3 Indemnification by Omni Energy. Except as otherwise expressly
provided in this Article 5, Omni Energy, as its sole obligation and the
exclusive remedy of the Common Unit Holders and Option Holders, shall defend,
indemnify and hold harmless the Common Unit Holders and Option Holders, and
shall reimburse them, for, from and against all Losses imposed on or incurred by
the Common Unit Holders and Option Holders, directly or indirectly, relating to,
resulting from or arising out of: (a) any inaccuracy in any representation or
warranty of Omni Energy in this Agreement, whether or not the Common Unit
Holders or Option Holders relied thereon or had knowledge thereof, or (b) any
breach or nonperformance of any covenant, agreement or other obligation of Omni
Energy under this Agreement or any certificate, document or other instrument
delivered or to be delivered pursuant hereto.
Section 5.4 Notice and Defense of Third Party Claims. If any third party
demand, claim, action or proceeding shall be brought or asserted under this
Article 5 against an indemnified party or any successor thereto (the
"Indemnified Person") in respect of which indemnity may be sought under this
Article 5 from an indemnifying person or any successor thereto (the
"Indemnifying Person"), the Indemnified Person shall give prompt written notice
thereof to the Indemnifying Person who shall have the right to assume its
defense, including the hiring of counsel reasonably satisfactory to the
Indemnified Person and the payment of all expenses; except that any delay or
failure to so notify the Indemnifying Person shall relieve the Indemnifying
Person of its obligations under this Article 5 only to the extent, if at all,
that it is prejudiced by reason of such delay or failure. The Indemnified Person
shall have the right to employ separate counsel in any of the foregoing actions,
claims or proceedings and to participate in the defense thereof, but the fees
and expenses of such counsel shall be at the expense of the Indemnified Person
unless both the Indemnified Person and the Indemnifying Person are named as
parties and the Indemnifying Person and the Indemnified Person shall in good
faith agree that representation by the same counsel is inappropriate. In the
event that the Indemnifying Person, within ten days after notice of any such
action or claim, does not assume the defense thereof, the Indemnified Person
shall have the right to undertake the defense, compromise or settlement of such
action, claim or proceeding for the account of the Indemnifying Person, subject
to the right of the Indemnifying Person to assume the defense of such action,
claim or proceeding with counsel reasonably satisfactory to the Indemnified
Person at any time prior to the settlement, compromise or final determination
thereof. Anything in this Article 5 to the contrary notwithstanding, the
Indemnifying Person shall not, without the Indemnified Person's prior consent,
settle or compromise any action or claim or consent to the entry of any judgment
with respect to any action, claim or proceeding for anything other than money
damages paid by the Indemnifying Person. The Indemnifying Person may, without
the Indemnified Person's prior consent, settle or compromise any such action,
claim or proceeding or consent to entry of any judgment with respect
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to any such action or claim that requires solely the payment of money damages by
the Indemnifying Person and that includes as an unconditional term thereof the
release by the claimant or the plaintiff of the Indemnified Person from all
liability in respect of such action, claim or proceeding.
ARTICLE 6
DEFINED TERMS
Definitions. In addition to the other defined terms used herein, as used
in this Agreement, the following terms when capitalized have the meanings
indicated.
"Applicable Law" shall mean any statute, law, rule or regulation or any
judgment, order, writ, injunction or decree of any Governmental Entity to which
a specified person or its property is subject.
"Governmental Entity" shall mean any court or tribunal in any jurisdiction
or any public, governmental or regulatory body, agency, department, commission,
board, bureau or other authority or instrumentality.
"Liens" shall mean pledges, liens, defects, leases, licenses, equities,
options, rights to buy, conditional sales contracts, charges, claims,
encumbrances, security interests, easements, restrictions, chattel mortgages,
mortgages or deeds of trust, of any kind or nature whatsoever.
ARTICLE 7
MISCELLANEOUS
Section 7.1 Survival of Representations, Warranties and Agreements. The
representations, warranties, covenants and agreements in this Agreement or in
any instrument delivered pursuant to this Agreement shall survive the Exchange
and shall not be limited or affected by any investigation by or on behalf of any
party hereto.
Section 7.2 Notices. All notices hereunder must be in writing and shall
be deemed to have been given upon receipt of delivery by: (a) personal delivery
to the designated individual; (b) certified or registered mail, postage prepaid,
return receipt requested; (c) a nationally recognized overnight courier service
(against a receipt therefor); or (d) facsimile transmission with confirmation of
receipt. All such notices must be addressed to the address at which any party
hereto may have notified the other in writing.
Section 7.3 Headings; Gender. When a reference is made in this Agreement
to a section, exhibit or schedule, such reference shall be to a section, exhibit
or schedule of this Agreement unless otherwise indicated. The headings
contained in this Agreement are for reference purposes only and shall not affect
in any way the meaning or interpretation of this Agreement. All personal
pronouns used in this Agreement shall include the other genders, whether used in
the masculine, feminine or
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neuter gender, and the singular shall include the plural and vice versa,
whenever and as often as may be appropriate.
Section 7.4 Entire Agreement; No Third Party Beneficiaries. This
Agreement (including the documents, exhibits and instruments referred to herein)
(a) constitutes the entire agreement and supersedes all prior agreements, and
understandings and communications, both written and oral, among the parties with
respect to the subject matter hereof, and (b) is not intended to confer upon any
person other than the parties hereto any rights or remedies hereunder.
Section 7.5 Governing Law. This Agreement shall be governed and construed
in accordance with the laws of the State of Louisiana without regard to any
applicable principles of conflicts of law.
Section 7.6 Assignment. 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 party.
Section 7.7 Severability. If any term or other provision of this
Agreement is invalid, illegal or incapable of being enforced by reason of any
rule of law or public policy, all other conditions and provisions of this
Agreement shall nevertheless remain in full force and effect so long as the
economic or legal substance of the transactions contemplated hereby is not
affected in any adverse manner to either party. Upon such determination that
any term or other provision is invalid, illegal or incapable of being enforced,
the parties hereto shall negotiate in good faith to modify this Agreement so as
to effect the original intent of the parties as closely as possible in an
acceptable manner to the end that the transactions contemplated hereby are
fulfilled to the extent possible, and in any case such term or provision shall
be deemed amended to the extent necessary to make it no longer invalid, illegal
or unenforceable.
Section 7.8 Counterparts. This Agreement may be executed in multiple
counterparts, each of which shall be deemed an original and all of which taken
together shall constitute one and the same document.
Section 7.9 Amendment and Modification. This Agreement may not be amended
or modified except by an instrument in writing signed by each of the parties
hereto.
Section 7.10 Limitation of Liability. Notwithstanding any other
provision of this Agreement, in no event shall any party hereto be liable to any
other party hereto with respect to breach or violation of any provision in this
Agreement, whether based on contract, tort (including negligence), strict
liability or other theory of law or equity, for loss of anticipated profits or
consequential loss or damage of any nature arising at any time or from any cause
whatsoever.
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
signed themselves or by their respective duly authorized officers as of the date
first written above.
"COMMON UNIT HOLDERS"
ADVANTAGE CAPITAL PARTNERS
LIMITED PARTNERSHIP
By: Advantage Capital Corporation,
General Partner
By:
----------------------------------
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: President
ADVANTAGE CAPITAL PARTNERS II
LIMITED PARTNERSHIP
By: Advantage Capital Corporation,
General Partner
By:
----------------------------------
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: President
ADVANTAGE CAPITAL PARTNERS III
LIMITED PARTNERSHIP
By: Advantage Capital Management
Corporation, General Partner
By:
----------------------------------
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: President
ADVANTAGE CAPITAL PARTNERS IV
LIMITED PARTNERSHIP
By: Advantage Capital Financial
Company, L.L.C., General Partner
By:
-----------------------------------
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: President
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ADVANTAGE CAPITAL PARTNERS V
LIMITED PARTNERSHIP
By: Advantage Capital Advisors, L.L.C.,
General Partner
By:
------------------------------------
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: President
AMERICAN AVIATION, INCORPORATED
By:
------------------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
Title: President and Chief Executive
Officer
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▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
----------------------------------------
▇▇▇▇▇ ▇. ▇▇▇▇▇▇
▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
By:
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▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇,
Natural Tutor
Kaylee ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
By:
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▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇,
Natural Tutor
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▇▇▇ ▇. ▇▇▇▇▇▇
----------------------------------------
▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
-----------------------------------------
▇▇▇▇ ▇. ▇▇▇▇▇▇
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▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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▇▇▇▇▇▇▇ ▇▇▇▇▇▇
"OMNI OPTION HOLDERS"
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▇▇▇▇▇ ▇. ▇▇▇▇▇
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▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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▇▇▇▇▇ ▇▇▇▇▇
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▇▇▇▇ ▇▇▇▇▇▇▇▇
ADVANTAGE CAPITAL MANAGEMENT
CORPORATION
By:
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Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: President
OMNI ENERGY SERVICES CORP.
By:
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Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: President
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EXHIBIT A
---------
OMNI GEOPHYSICAL, L.L.C. COMMON UNIT HOLDERS
MEMBERS AND ADDRESS TOTAL NUMBER COMMON UNIT TOTAL NUMBER
OF SHARE PERCENTAGE OMNI ENERGY
OMNI COMMON COMMON SHARES
UNITS
------------------------------------------------------------------------------------------------
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ 12,164 10.719% 1,286,333
▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇, ▇▇▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
------------------------------------------------------------------------------------------------
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, Natural Tutor 500 0.441% 52,875
of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
------------------------------------------------------------------------------------------------
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, Natural Tutor 500 0.441% 52,875
of Kaylee ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
------------------------------------------------------------------------------------------------
▇▇▇▇▇ ▇. ▇▇▇▇▇▇ 10,664 9.398% 1,127,708
▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇, ▇▇▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
------------------------------------------------------------------------------------------------
▇▇▇ ▇. ▇▇▇▇▇▇ 500 0.441% 52,875
▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
------------------------------------------------------------------------------------------------
▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ 500 0.441% 52,875
▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
-----------------------------------------------------------------------------------------------
▇▇▇▇ ▇. ▇▇▇▇▇▇ 500 0.441% 52,8725
▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
-----------------------------------------------------------------------------------------------
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ 2,836 2.499% 299,905
P. O. ▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
-----------------------------------------------------------------------------------------------
American Aviation Incorporated 10,213 9.000% 1,080,017
P. O. ▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
-----------------------------------------------------------------------------------------------
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MEMBERS AND ADDRESS TOTAL NUMBER COMMON UNIT TOTAL NUMBER
OF SHARE PERCENTAGE OMNI ENERGY
OMNI COMMON COMMON SHARES
UNITS
------------------------------------------------------------------------------------------------
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ 1,461 1.287% 154,500
▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
------------------------------------------------------------------------------------------------
Advantage Capital Partners 2,780 2.450% 293,983
Limited Partnership
▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇
▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
------------------------------------------------------------------------------------------------
Advantage Capital Partners II 9,398 8.282% 993,831
Limited Partnership
▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇
▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
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Advantage Capital Partners III 15,282 13.467% 1,616,060
Limited Partnership
▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇
▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
-----------------------------------------------------------------------------------------------
Advantage Capital Partners IV 28,612 25.214% 3,025,697
Limited Partnership
▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇
▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
-----------------------------------------------------------------------------------------------
Advantage Capital Partners V 17,566 15.480% 1,857,591
Limited Partnership
▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇
▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
-----------------------------------------------------------------------------------------------
TOTAL 113,476 100.000% 12,000,000
===============================================================================================
-12-
OMNI GEOPHYSICAL, L.L.C. HOLDERS OF
OPTIONS TO PURCHASE COMMON UNITS
OPTION HOLDER OMNI COMMON OMNI ENERGY
UNIT OPTIONS COMMON STOCK
OPTIONS
---------------------------------------------------
▇▇▇▇▇ ▇. ▇▇▇▇▇ 516 54,567
---------------------------------------------------
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ 250 26,438
---------------------------------------------------
▇▇▇▇▇ ▇▇▇▇▇ 250 26,438
---------------------------------------------------
▇▇▇▇ ▇▇▇▇▇▇▇▇ 100 10,575
---------------------------------------------------
-13-
EXHIBIT B
---------
SCHEDULE A
OMNI GEOPHYSICAL, L.L.C.
MEMBERS, CAPITAL CONTRIBUTIONS, UNITS AND SHARING PERCENTAGES
MEMBER CAPITAL TOTAL NUMBER COMMON UNIT
CONTRIBUTION COMMON UNITS SHARE PERCENTAGE
------------------------------------------------------------------------------
Omni Energy Services Corp. 12,000,000 Omni 113,476 100%
▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Corporation
Common Shares
------------------------------------------------------------------------------
-14-