Exhibit 4.3


 


[Form of Rights Certificate]


 


	RIGHTS CERTIFICATE #:	 	NUMBER OF RIGHTS:




 


THE TERMS AND CONDITIONS OF THE RIGHTS
OFFERING ARE SET FORTH IN THE COMPANY’S PROSPECTUS DATED [●], 2021 (THE “PROSPECTUS”) AND ARE INCORPORATED
HEREIN BY REFERENCE. COPIES OF THE PROSPECTUS ARE AVAILABLE UPON REQUEST FROM [●], THE SUBSCRIPTION AGENT


 


ION Geophysical Corporation


Incorporated under the laws of
the State of Delaware


 


NON-TRANSFERABLE
RIGHTS CERTIFICATE


 


Evidencing Non-Transferable Rights
to Purchase (i) 8.00% Senior Secured Second Priority Notes due 2025, (ii) shares of common stock of ION Geophysical Corporation,
or (iii) some combination thereof.


 


Subscription Price: 100% of principal
amount of Notes or $2.57 per whole of common stock


 


THE RIGHTS
WILL EXPIRE IF NOT EXERCISED ON OR BEFORE 5:00 P.M.,

NEW YORK CITY TIME, ON [●], 2021 UNLESS EXTENDED BY THE COMPANY


 


REGISTERED OWNER:


 


THIS CERTIFIES THAT the registered owner whose name
is subscribed herein is the owner of the number of non-transferable rights (“Rights”) set forth above. Each whole Right
entitles the holder thereof to subscribe for and purchase (i) 8.00% Senior Secured Second Priority Notes due 2025 (the “Notes”),
(ii) shares of common stock (the “Common Stock”) of ION Geophysical Corporation, a Delaware corporation (the “Company”),
in minimum denominations and integral multiples of $100 in the case of the Notes or whole shares in the case of Common Stock pursuant
to a rights offering (the “Rights Offering”), on the terms and subject to the conditions set forth in the Prospectus
and the “Instructions for Use of ION Geophysical Corporation Rights Certificates” accompanying this Rights Certificate.
If any of the principal amount of Notes or shares of Common Stock available for purchase in the Rights Offering are not purchased
by other holders of Rights pursuant to the exercise of the basic subscription Right, any rights holder that exercises its basic
subscription Rights in full may purchase additional principal amount of Notes or Common Stock pursuant to the terms and restrictions
of the Rights Offering (the “Over-Subscription Privilege”). The Rights represented by this Rights Certificate may be
exercised by completing Form 1 and any other appropriate forms on the reverse side hereof and by returning the full payment of
the subscription price for the requested principal amount of Notes or shares of Common Stock in accordance with the “Instructions
for Use of ION Geophysical Corporation Rights Certificates” that accompany this Rights Certificate.


 


This Rights Certificate is not valid unless countersigned
by the Subscription Agent and registered by the registrar.


 


ION GEOPHYSICAL CORPORATION


 


Dated [•], 2021


 


	
        /s/ Christopher
        Usher
	 	
        /s/ Mike
        Morrison

	President and Chief Executive Officer	 	Executive Vice President and Chief Financial Officer



 






     


     


    

 


DELIVERY OPTIONS FOR RIGHTS CERTIFICATE


 


Delivery other than in the manner
or to the address listed below will not constitute valid delivery.


 


If delivering by mail,
hand or overnight courier

[●]

Attn: [●]

[Address]


 


PLEASE PRINT
ALL INFORMATION CLEARLY AND LEGIBLY.


 




FORM 1-EXERCISE OF RIGHTS


 


To subscribe for Notes or Common Stock pursuant to your basic
subscription Right, please complete lines (a) and (c) and sign under Form 3 below. To subscribe for the Over-Subscription Privilege,
please complete lines (b) and (c) below. To the extent you subscribe for a greater principal amount of Notes or shares of Common
Stock than you are entitled under the basic subscription Right or Over-Subscription Privilege, you will be deemed to have elected
to purchase the maximum principal amount of Notes or shares of Common Stock for which you are entitled to subscribe under the Right
or Over-Subscription Privilege, if applicable.


 


(a) EXERCISE OF BASIC SUBSCRIPTION RIGHT:


 


I subscribe for ____ principal amount of Notes = $______ (amount
enclosed).


 


I subscribe for ____ shares of Common Stock = $______ (amount
enclosed).


 


(b) EXERCISE OF OVER-SUBSCRIPTION PRIVILEGE


 


If you exercised your basic subscription Right in full and wish
to purchase additional principal amount of Notes or shares of Common Stock pursuant to your Over-Subscription Privilege:


 


I subscribe for ____ additional principal amount of Notes =
$______ (amount enclosed).


 


I subscribe for ____ additional shares of Common Stock = $______
(amount enclosed).


 


(c) Total Amount of Payment Enclosed = $ ______


 


METHOD OF PAYMENT (CHECK ONE)


 


		 ̈	Check or bank draft payable to “[●], as Subscription Agent”



 


		 ̈	Wire transfer of immediately
available funds directly to the account maintained by [●], as Subscription Agent for purposes of accepting subscriptions
in this Rights Offering[●], with reference to the rights holder’s name.



 





 




FORM 2 - DELIVERY TO DIFFERENT ADDRESS


 


If you wish for the Notes or Common Stock underlying your rights
to be delivered to an address different from that shown on the face of this Rights Certificate, please enter the alternate address
below, sign under Form 3 and have your signature guaranteed under Form 4.


 


FORM 3-SIGNATURE


 


TO SUBSCRIBE: I acknowledge that I have received the Prospectus
for this Rights Offering and I hereby irrevocably subscribe for the principal amount of Notes or shares of Common Stock indicated
above on the terms and conditions specified in the Prospectus.


 


Signature(s):


 


IMPORTANT: The signature(s) must correspond with the name(s)
as printed on the reverse of this Rights Certificate in every particular, without alteration or enlargement, or any other change
whatsoever.


 


FORM 4-SIGNATURE GUARANTEE


 


This form must be completed if you have completed any portion
of Form 2 or if you otherwise elect to proceed under the Guaranteed Signature procedures.


 


	Signature
    Guaranteed:	                                      
	 	Name
    of Bank or Firm)



 


	By: 	                                                                                                                     
	 	Signature
    of Officer




 


IMPORTANT: The signature(s) should be guaranteed by an eligible
guarantor institution (bank, stock broker, savings & loan association or credit union) with membership in an approved signature
guarantee medallion program pursuant to Securities and Exchange Commission Rule 17Ad-15.





 





 


FOR INSTRUCTIONS ON THE USE OF ION GEOPHYSICAL CORPORATION RIGHTS
CERTIFICATES. CONSULT [●], THE SUBSCRIPTION AGENT, AT [●] (toll-free) or [●] (for banks and brokers).