13D Filing: Blue Mountain Capital and Saexploration Holdings Inc. (SAEX)

Registration Rights
Agreement

On January 29, 2018, the
Issuer entered into a registration rights agreement (the “Registration Rights Agreement”) with the BlueMountain Funds
and certain other stockholders. The Registration Rights Agreement provides that the Issuer shall prepare a registration statement
on Form S-3 covering the resale of shares of Common Stock held by the BlueMountain Funds and the other stockholders party thereto
and file the registration statement with the SEC within 60 days. The Registration Rights Agreement also provides the BlueMountain
Funds and the other stockholders party thereto with the right to request that the Issuer perform its obligations under the Registration
Rights Agreement in the form of a firm commitment underwritten public offering, provided that the gross proceeds from such public
offering are expected to be at least $25.0 million. In connection with the registrations described above, the Issuer will indemnify
any selling stockholders, and the Issuer will bear all reasonable expenses (except underwriting commissions and discounts).

The foregoing summary of
the Registration Rights Agreement does not purport to be complete and is subject to, and qualified in its entirety by, the full
text of the Registration Rights Agreement a copy of which is being incorporated by reference as Exhibit 14 in Item 7 of this Schedule
13D and is incorporated herein by reference.

Item 7.     Material to be Filed
as Exhibits.

11.  Certificate of Designations
for the Series A Preferred Stock (incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K filed by the
Issuer on February 1, 2018)

12.  Certificate of Designations for
the Series B Preferred Stock (incorporated by reference to Exhibit 3.2 to the Current Report on Form 8-K filed by the Issuer
on February 1, 2018)

13.  Warrant Agreement for the Series C Warrants
(incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K filed by the Issuer on February 1, 2018)

14.  Registration Rights Agreement (incorporated
by reference to Exhibit 10.1 to the Current Report on Form 8-K filed by the Issuer on February 1, 2018)

15.  Joint Filing Agreement, dated as of December
22, 2017 (incorporated by reference to Exhibit 7 to Amendment No. 2 to Schedule 13D, filed with the Securities and Exchange Commission
on December 26, 2017).