Dawson Geophysical Company (RVS1) Risk Analysis

We have been in discussion with Wilks and certain of its affiliates with respect to one or more transactions involving assets owned by Wilks and/or certain of its affiliates, which may include, among other things, asset contributions or sales, a business combination transaction or other similar transactions. There is no guarantee that we will enter into a definitive agreement with any such parties regarding any such transaction. The terms of any potential agreement between us and Wilks, and/or any of its affiliates, would be contingent on certain conditions, including completion of due diligence and the negotiation of definitive transaction documents. Our Board of Directors has formed a special committee of independent directors (the "Special Committee") to evaluate, negotiate and make recommendation to the Board regarding any such transaction with Wilks and/or its affiliates, including whether to pursue or decline to pursue any proposed transaction. The Special Committee has the authority to retain its own independent legal and financial advisors in connection with its evaluation of any such transaction. The Special Committee is not obligated to recommend any transaction and may determine that no transaction is in the best interests of the Company and its unaffiliated stockholders. There can be no assurance that that such discussions will eventually lead to a binding offer, that the Special Committee or the Company will pursue a definitive transaction with respect to such discussions or any other potential transaction, or that any transaction will eventually be consummated. Even if definitive transaction documents are executed, a transaction may not be completed if pre-closing matters such as regulatory approvals, due diligence and other conditions are not completed satisfactorily or within specified time frames. To the extent the trading price of the Company's common stock reflects a market assumption that a transaction will be completed, the Company's stock price could be adversely impacted if definitive transaction documents are not executed or a transaction does not take place. Uncertainty surrounding the outcome associated with such discussions subjects us to a number of other risks during this time. The Board's and management's attention could be diverted from normal business operations to focus on the potential transaction, or other potential transactions.  Further, we have and may continue to incur significant expenses, including advisory and legal costs, related to such discussions.  Such costs have and may continue to adversely impact our financial results. The potential for a transaction may also interfere with our ability to attract and retain key personnel, who may be uncertain about their future roles. The commencement of litigation regarding such discussions, or any other potential transaction, also would likely have an adverse effect on the market price of our shares of common stock.

Conflicts of interest could arise between us, on the one hand, and Wilks and entities owned by or affiliated with them, on the other hand, concerning among other things, business transactions, competitive business activities or business opportunities. Wilks and these affiliated parties operate in the energy and oilfield services industries. In the normal course of business, we have engaged in transactions with some of these companies. Furthermore, Wilks and such parties  may, directly or indirectly, compete with us for investment or business opportunities. Wilks and such parties may also become aware, from time to time, of certain business opportunities (such as acquisition opportunities) and may direct such opportunities to other businesses in which they have invested, in which case we may not become aware of or otherwise have the ability to pursue such opportunities. In addition, Wilks and such parties may dispose of their interests in energy or other oilfield services companies or other assets in the future, without any obligation to offer us the opportunity to purchase any of those interests or assets. We have entered into a revolving credit note with Equify Financial, as lender. Affiliates of Wilks collectively hold controlling interests in both us and Equify.  For more information, see "--We have indebtedness from time to time under a credit facility with Equify Financial, a related party, and certain of our accounts receivable and seismic equipment are pledged as collateral for these obligations. Our ability to borrow may be limited if our accounts receivable decreases or if Equify Financial is unable or unwilling to extend us credit." In any of these matters, the interests of Wilks and their affiliates and other businesses owned by or affiliated with them may differ or conflict with the interests of our other shareholders. Any actual or perceived conflicts of interest with respect to the foregoing could have an adverse impact on the market price of our common stock.