13D Filing: Whitebox Advisors and Saexploration Holdings Inc. (SAEX)

As of the date hereof, WA may be deemed to
be the beneficial owner of 3,337,426 Shares, constituting 9.99% of the Shares of the Issuer, based on 32,679,286 shares of Common
Stock issued and outstanding as of the Expiration Time as reported in the 2017 RSA, which is comprised of 2,609,039 shares of Common
Stock and additional shares of Common Stock issuable upon the exercise of 27,853,256 Series A Preferred Shares (defined below)
and 2,446,026 Series C Warrants (defined below), and deemed outstanding for purposes of calculating the Reporting Person’s beneficial
ownership.

WA has the sole power to vote or direct the
vote of 0 Shares; has the shared power to vote or direct the vote of 3,337,426 Shares; has the sole power to dispose or direct
the disposition of 0 Shares; and has the shared power to dispose or direct the disposition of 3,337,426 Shares.

As of the date hereof, WB GP may be deemed
to be the beneficial owner of 3,337,426 Shares, constituting 9.99% of the Shares of the Issuer, based on 32,679,286 shares of Common
Stock issued and outstanding as of the Expiration Time as reported in the 2017 RSA, which is comprised of 2,609,039 shares of Common
Stock and additional shares of Common Stock issuable upon the exercise of 27,853,256 Series A Preferred Shares and 2,446,026 Series
C Warrants, and deemed outstanding for purposes of calculating the Reporting Person’s beneficial ownership.

WB GP has the sole power to vote or direct
the vote of 0 Shares; has the shared power to vote or direct the vote of 3,337,426 Shares; has the sole power to dispose or direct
the disposition of 0 Shares; and has the shared power to dispose or direct the disposition of 3,337,426 Shares.

As of the date hereof, WMP may be deemed to
be the beneficial owner of 2,310,782 Shares, constituting 6.92% of the Shares of the Issuer, based on 32,679,286 shares of Common
Stock issued and outstanding as of the Expiration Time as reported in the 2017 RSA, which is comprised of 1,582,395 shares of Common
Stock and additional shares of Common Stock issuable upon the exercise of 16,609,229 Series A Preferred Shares and 1,458,434 Series
C Warrants.

WMP has the sole power to vote or direct the
vote of 0 Shares; has the shared power to vote or direct the vote of 2,310,782 Shares; has the sole power to dispose or direct
the disposition of 0 Shares; and has the shared power to dispose or direct the disposition of 2,310,782 Shares.

As of the date hereof, WCP may be deemed to
be the beneficial owner of 1,238,878 Shares, constituting 3.71% of the Shares of the Issuer, based on 32,679,286 shares of Common
Stock issued and outstanding as of the Expiration Time as reported in the 2017 RSA, which is comprised of 510,491 shares of Common
Stock and additional shares of Common Stock issuable upon the exercise of 5,590,934 Series A Preferred Shares and 491,070 Series
C Warrants.

WCP has the sole power to vote or direct the
vote of 0 Shares; has the shared power to vote or direct the vote of 1,238,878 Shares; has the sole power to dispose or direct
the disposition of 0 Shares; and has the shared power to dispose or direct the disposition of 1,238,878 Shares.

(c) The transactions in the Common Stock by
the Reporting Persons in the past 60 days are set forth in Exhibit D.

(d) Certain Shares are beneficially owned by
private investment funds that are managed by WA and/or for which WB GP serves as the general partner. None of these investment
funds individually own more than 5% of the outstanding shares, except for WMP.

(e) As
of the Settlement Date (defined below), WCP no longer owns more than 5% of the total outstanding shares of Common Stock.
Consequently, WCP is no longer considered a Reporting Person for purposes of this Schedule 13D.