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

Except as set forth below in this Item 2(e)
none of the Reporting Persons have, during the last five years been a party to a civil proceeding of a judicial or administrative
body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining
future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation
with respect to such laws.

In April 2014, WA received a confidential information
inquiry from the Securities and Exchange Commission (the “SEC”) in connection with the purchase of shares in a secondary
public offering which occurred in 2012.  WA fully cooperated with the SEC and voluntarily reviewed historical trading activity
to identify any other potential instances of inadvertent violations of Rule 105 of Regulation M under the Exchange Act (“Rule
105”).  Based on this review, WA identified four additional instances in 2011 and 2012 where WA participated in a secondary
offering during a restricted period.  All of these instances were voluntarily disclosed to the SEC.  The violations allegedly
occurred between January 2011 and June 2012.  Rule 105 generally prohibits purchasing an equity security in a registered follow-on
public offering if the purchaser sold short the same security during the shorter of the period: (1) beginning five business days
before the pricing of the offered securities and ending with such pricing; or (2) beginning with the initial filing of a registration
statement or notification on Form 1-A or Form 1-E and ending with the pricing.

In July 2014, WA voluntarily submitted to an
offer of settlement with respect to the five alleged violations of Rule 105, without admitting or denying the SEC’s allegations.
The SEC accepted the offer of settlement, and imposed a cease-and-desist order from future violations of Rule 105.  The settlement
involved the payment by WA of disgorgement of $788,779, prejudgment interest of $48,553.49 and a civil money penalty of $365,592.83
(for a total of $1,202,925.30) to the U.S. Treasury.

Item
4 is hereby amended and supplemented as follows:

On March 5, 2018, an amendment to the Charter which increased the amount of authorized shares of Common Stock
from 55,000,000 to 200,000,000 and authorized the issuance of a number of shares of Common Stock in an amount up to 92.76% of the
outstanding shares of Common Stock, on a fully diluted basis as of the closing of the 2018 Exchange Offer (approximately 131,292,475
shares) became effective as a result of the required shareholder approval. 

On March 6, 2018, the Issuer issued 4,491,674 shares of Common Stock and on March 8, 2018, the Issuer issued
14,098,370 series D warrants with terms identical to those of the Series C Warrants (the “Series D Warrants”) in connection
with a mandatory conversion of the Series B Preferred Shares. As a result of the mandatory conversion,
the Issuer converted all outstanding shares of the Series B Preferred Shares into shares
of Common Stock and/or Series
D Warrants, upon which each holder of Series B Preferred Shares received, for each share of Series B Preferred Shares being
converted, a number of shares of Common Stock and/or a number of Series D Warrants, in aggregate equal to the conversion rate.
The initial conversion rate for the Series B Preferred Shares is 21.7378 shares of Common Stock, or, if a warrant election is made,
21.7378 Series D Warrants (with shares of Common Stock or Series D Warrants, as applicable, issued in whole integral multiples,
rounded down in lieu of any fractional shares or warrants, as applicable), per share of Series B Preferred Shares. WMP, WCP, WAP
and a certain other WA Private Fund, as holders thereof, elected to receive solely Series D Warrants.