**TABLE OF CONTENTS**       **Page** Section 1.  Certain Definitions  1      Section 2.  Demand Registration  4      Section 3.  Piggyback Registrations  5      Section 4.  S-3 Shelf Registration  6      Section 5.  Suspension Periods   7      Section 6.  Holdback Agreements  8      Section 7.  Registration Procedures  8      Section 8.  Registration Expenses  11      Section 9.  Indemnification  12      Section 10. Securities Act Restrictions  13      Section 11. Transfers of Rights  13      Section 12. Miscellaneous  14 
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          **This Registration Rights Agreement** (this “Agreement”), is made and enteredinto as of October 23, 2009, by and between ION Geophysical Corporation., a corporation organizedunder the laws of the State of Delaware (the “Company”), and BGP Inc., China NationalPetroleum Corporation, a company organized under the People’s Republic of China (the“Investor”).          WHEREAS, the Company and the Investor are parties to a Warrant Issuance Agreement, datedOctober 23, 2009 (the “Warrant Issuance Agreement”) pursuant to which the Investor isissued a warrant (the “Warrant”) to purchase a certain number of shares of the Company’scommon stock, par value $0.01 per share (the “Common Stock”);          WHEREAS, pursuant to certain arrangements between the Investor and Bank of China, New YorkBranch (the “New Lender”), the Investor may receive a certain number of shares of theCommon Stock resulting from the conversion of certain indebtedness of the Company held by the NewLender; and          WHEREAS, in connection with the consummation of the transactions contemplated in connectionwith the Warrant Issuance Agreement and the provision of financing by the New Lender to the Companythrough certain arrangements made by the Investor (the “Bridge Funding”), the partiesdesire to enter into this Agreement in order to create certain registration rights for the Investoras set forth below.          NOW, THEREFORE, in consideration of the mutual covenants and agreements herein contained andother good and valid consideration, the receipt and sufficiency of which are hereby acknowledged,the parties to this Agreement hereby agree as follows:          Section 1. Certain Definitions.          In addition to the terms defined elsewhere in this Agreement, the following terms shall havethe following meanings:          “Affiliate” of any Person means any other Person which directly, or indirectly throughone or more intermediaries, controls, or is controlled by, or is under common control with, suchPerson. The term “control” (including the terms “controlling,” “controlled” and “under commoncontrol with”) as used with respect to any Person means the possession, direct or indirect, of thepower to direct or cause the direction of the management and policies of such Person, whetherthrough the ownership of voting securities, by contract or otherwise.          “Agreement” means this Registration Rights Agreement, including all amendments,modifications and supplements and any exhibits or schedules to any of the foregoing, and shallrefer to this Registration Rights Agreement as the same may be in effect at the time such referencebecomes operative.          “beneficially own” means, with respect to any Person, securities of which such Personor any of such Person’s Affiliates, directly or indirectly, has “beneficial ownership” asdetermined pursuant to Rule 13d-3 and Rule 13d-5 of the Exchange Act, including securitiesbeneficially owned by others with whom such Person or any of its Affiliates has agreed to acttogether for the purpose of acquiring, holding, voting or disposing of such securities; *provided*that a Person shall not be deemed to “beneficially own” (i) securities tendered pursuant to atender or exchange offer made by such Person or any of such Person’s Affiliates until such tenderedsecurities are accepted for payment, purchase or exchange, (ii) any security as a result of an oralor written agreement, arrangement or understanding to vote such security if such agreement,arrangement or understanding: (a) arises solely from a revocable proxy given in response to apublic proxy or consent solicitation made pursuant to, and in accordance with, the applicableprovisions of the Exchange Act, and (b) is not also then reportable by such Person on Schedule 13Dunder the Exchange Act (or any comparable or successor report). Without limiting the foregoing, aPerson shall be deemed to be the beneficial owner of all Registrable Shares owned of record by anymajority-owned subsidiary of such Person.          “Bridge Funding” has the meaning set forth in the second Recital hereto.          “Common Stock” has the meaning set forth in the first Recital hereto.
 

 
          “Company” has the meaning set forth in the introductory paragraph.          “Demand Registration” has the meaning set forth in Section 2(a).          “Demand Registration Statement” has the meaning set forth in Section 2(a).          “Exchange Act” means the Securities Exchange Act of 1934.          “Exercise Shares” means Shares acquired by the Investor upon (i) the exercise of theWarrant or (i) the conversion of any outstanding amount under the Bridge Funding into Shares.          “Form S-3” means a registration statement on Form S-3 under the Securities Act or suchsuccessor forms thereto permitting registration of securities under the Securities Act.          “Governmental Entity” means any national, federal, state, municipal, local,territorial, foreign or other government or any department, commission, board, bureau, agency,regulatory authority or instrumentality thereof, or any court, judicial, administrative or arbitralbody or public or private tribunal.          “Holdback Agreement” has the meaning set forth in Section 6.          “Holdback Period” has the meaning set forth in Section 6.          “Investor” means the Person named as such in the first paragraph of this Agreement.References herein to the Investor shall apply to Permitted Transferees who become Investorspursuant to Section 11, provided that for purposes of all thresholds and limitations herein, theactions of the Permitted Transferees shall be aggregated.          “Minimum Amount” means US$8,000,000.          “Person” means any individual, sole proprietorship, partnership, limited liabilitycompany, joint venture, trust, incorporated organization, association, corporation, institution,public benefit corporation, Governmental Entity or any other entity.          “Permitted Transferee” means any direct or indirect subsidiary of the Investor wherethe Investor beneficially owns at least 80% of the equity interests (measured by both voting rightsand value) of such subsidiary.          “Piggyback Registration” has the meaning set forth in Section 3(a).          “Prospectus” means the prospectus or prospectuses (whether preliminary or final)included in any Registration Statement and relating to Registrable Shares, as amended orsupplemented and including all material incorporated by reference in such prospectus orprospectuses.          “Registrable Shares” means, at any time, (i) the Exercise Shares, and (ii) anysecurities issued by the Company after the date hereof in respect of the Exercise Shares by way ofa share dividend or share split or in connection with a combination of shares, recapitalization,merger, consolidation or other reorganization, but excluding (iii) any and all Exercise Shares andother securities referred to in clauses (i) and (ii) that at any time after the date hereof (a)have been sold pursuant to an effective registration statement or Rule 144 under the SecuritiesAct, (b) have been sold in a transaction where a subsequent public distribution of such securitieswould not require registration under the Securities Act, (c) are eligible for sale pursuant to Rule144 under the Securities Act without limitation thereunder on volume or manner of sale, (d) are notoutstanding or (e) have been transferred to a Person that does not become an Investor pursuant toSection 11 hereof (or any combination of clauses (a), (b), (c), (d) and (e)). It is understood andagreed that, once a security of the kind described in clause (i) or (ii) above becomes a securityof the kind described in clause (iii) above, such security shall cease to be a Registrable Sharefor all purposes of this Agreement and the Company’s obligations regarding Registrable Shareshereunder shall cease to apply with respect to such security.
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          “Registration Expenses” has the meaning set forth in Section 8(a).          “Registration Statement” means any registration statement of the Company which coversany of the Registrable Shares pursuant to the provisions of this Agreement, including theProspectus, amendments and supplements to such Registration Statement, including post-effectiveamendments, all exhibits and all documents incorporated by reference in such RegistrationStatement.          “S-3 Shelf Registration” has the meaning set forth in Section 4(a).          “S-3 Shelf Registration Statement” has the meaning set forth in Section 4(a).          “SEC” means the Securities and Exchange Commission or any successor agency.          “Securities Act” means the Securities Act of 1933.          “Shares” means any shares of the Common Stock. If at any time Registrable Sharesinclude securities of the Company other than Common Stock, then, when referring to Shares otherthan Registrable Shares, “Shares” shall include the class or classes of such other securities ofthe Company.          “Shelf Takedown” has the meaning set forth in Section 4(b).          “Suspension Period” has the meaning set forth in Section 5.          “Termination Date” means the first date on which there are no Registrable Shares orthere is no Investor.          “Third Party Holdback Period” means any Holdback Period imposed on the Investorpursuant to Section 6 in respect of an underwritten offering of Shares in which (i) the Investorelected not to participate or (ii) the Investor’s participation was reduced or eliminated pursuantto Section 3(b) or 3(c).          “underwritten offering” means a registered offering in which securities of the Companyare sold to one or more underwriters on a firm-commitment basis for reoffering to the public, and“underwritten Shelf Takedown” means an underwritten offering effected pursuant to an S-3Shelf Registration.          “Warrant” has the meaning set forth in the first Recital hereto.          In addition to the above definitions, unless the context requires otherwise:     (i) any reference to any statute, regulation, rule or form as of any time shallmean such statute, regulation, rule or form as amended or modified and shall alsoinclude any successor statute, regulation, rule or form from time to time;     (ii) “including” shall be construed as inclusive without limitation, in eachcase notwithstanding the absence of any express statement to such effect, or thepresence of such express statement in some contexts and not in others;     (iii) references to “Section” are references to Sections of this Agreement;     (iv) words such as “herein”, “hereof”, “hereinafter” and “hereby” when used inthis Agreement refer to this Agreement as a whole;     (v) references to “business day” mean any day except Saturday, Sunday and anyday which shall be a legal holiday or a day on which banking institutions in theState of New York generally are authorized or required by law or other governmentalaction to close; and
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     (vi) references to “dollars” and “$” mean U.S. dollars.          “Warrant Issuance Agreement” has the meaning set forth in the first Recital hereto.          Section 2. Demand Registration.          (a) Right to Request Registration. Subject to the provisions hereof, until theTermination Date, the Investor may at any time request registration for resale under the SecuritiesAct of all or part of the Registrable Shares separate from an S-3 Shelf Registration (a “DemandRegistration”); provided that (based on the then-current market prices) the number ofRegistrable Shares included in the Demand Registration would, if fully sold, yield gross proceedsto the Investor of at least the Minimum Amount. Subject to Section 2(d) and Sections 5 and 7below, the Company shall (i) file a Registration Statement registering for resale such number ofRegistrable Shares as requested to be so registered pursuant to this Section 2(a) (a “DemandRegistration Statement”) within twenty (20) business days after the Investor’s request thereforand (ii) if necessary, use best efforts to cause such Demand Registration Statement to be declaredeffective by the SEC as soon as practicable thereafter and in any event within sixty (60) calendardays of the Investor’s request for Demand Registration. If permitted under the Securities Act,such Registration Statement shall be one that is automatically effective upon filing.          (b) Number of Demand Registrations. Subject to the limitations of Sections 2(a), 2(d)and 4(a), the Investor shall be entitled to request up to three (3) Demand Registrations in theaggregate under this Agreement (regardless of the number of Permitted Transferees who may become anInvestor pursuant to Section 11). A Registration Statement shall not count as a permitted DemandRegistration unless and until it has become effective.          (c) Priority on Demand Registrations. The Company may include Shares other thanRegistrable Shares in a Demand Registration for any accounts (including for the account of theCompany) on the terms provided below; and if such Demand Registration is an underwritten offering,such Shares may be included only with the consent of the managing underwriters of such offering.If the managing underwriters of the requested Demand Registration advise the Company and theInvestor requesting such Demand Registration that in their opinion the number of Shares proposed tobe included in the Demand Registration exceeds the number of Shares which can be sold in suchunderwritten offering without materially delaying or jeopardizing the success of the offering(including the price per share of the Shares proposed to be sold in such underwritten offering),the Company shall include in such Demand Registration (i) first, the number of Registrable Sharesthat the Investor proposes to sell, and (ii) second, the number of Shares proposed to be includedtherein by any other Persons (including Shares to be sold for the account of the Company) allocatedamong such Persons in such manner as the Company may determine. If the number of Shares which canbe sold is less than the number of Shares proposed to be registered pursuant to clause (i) above bythe Investor, the amount of Shares to be sold shall be allocated to the Investor.          (d) Restrictions on Demand Registrations. The Investor shall not be entitled torequest a Demand Registration (i) within three months after the Investor has sold Shares in aDemand Registration or an underwritten Shelf Takedown requested pursuant to Section 4(b) or (ii) atany time when the Company is diligently pursuing a primary or secondary underwritten offeringpursuant to a Piggyback Registration. Notwithstanding the foregoing, the Company shall not beobligated to proceed with a Demand Registration if the offering to be effected pursuant to suchregistration can be effected pursuant to an S-3 Shelf Registration and the Company, in accordancewith Section 4, effects or has effected an S-3 Shelf Registration pursuant to which such offeringcan be effected.          (e) Underwritten Offerings. The Investor shall be entitled to request an underwrittenoffering pursuant to a Demand Registration, but only if the number of Registrable Shares to be soldin the offering would reasonably be expected to yield gross proceeds to the Investor of at leastthe Minimum Amount (based on then-current market prices) and only if the request is not made withinthree months after the Investor has sold Shares in an underwritten offering pursuant to (i) aDemand Registration or (ii) an S-3 Shelf Registration. If any of the Registrable Shares covered bya Demand Registration are to be sold in an underwritten offering, the Company shall have the rightto select the managing underwriter or underwriters to lead the offering.          (f) Effective Period of Demand Registrations. Upon the date of effectiveness of anyDemand Registration for an underwritten offering and if such offering is priced promptly on orafter such date, the Company
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shall use reasonable best efforts to keep such Demand Registration Statement effective for aperiod equal to sixty (60) days from such date or such shorter period which shall terminate whenall of the Registrable Shares covered by such Demand Registration have been sold by the Investor.If the Company shall withdraw any Demand Registration pursuant to Section 5 before such sixty (60)days end and before all of the Registrable Shares covered by such Demand Registration have beensold pursuant thereto, the Investor shall be entitled to a replacement Demand Registration whichshall be subject to all of the provisions of this Agreement. A Demand Registration shall not countagainst the limit on the number of such registrations set forth in Section 2(b) if (i) after theapplicable Registration Statement has become effective, such Registration Statement or the relatedoffer, sale or distribution of Registrable Shares thereunder becomes the subject of any stop order,injunction or other order or restriction imposed by the SEC or any other governmental agency orcourt for any reason not attributable to the Investor or its Affiliates (other than the Company andits controlled Affiliates) and such interference is not thereafter eliminated so as to permit thecompletion of the contemplated distribution of Registrable Shares or (ii) in the case of anunderwritten offering, the conditions specified in the related underwriting agreement, if any, arenot satisfied or waived for any reason not attributable to the Investor or its Affiliates (otherthan the Company and its controlled Affiliates), and as a result of any such circumstancesdescribed in clause (i) or (ii), less than 75% of the Registrable Shares covered by theRegistration Statement are sold by the Investor pursuant to such Registration Statement.          Section 3. Piggyback Registrations.          (a) Right to Piggyback.          Whenever prior to the Termination Date the Company proposes to register any Shares under theSecurities Act (other than on a registration statement on Form S-8, F-8, S-4 or F-4), whether forits own account or for the account of one or more holders of Shares (other than the Investor), andthe form of registration statement to be used may be used for any registration of RegistrableShares (a “Piggyback Registration”), the Company shall give written notice to the Investorof its intention to effect such a registration and, subject to Sections 3(b) and 3(c), shallinclude in such registration statement and in any offering of Shares to be made pursuant to thatregistration statement all Registrable Shares with respect to which the Company has received awritten request for inclusion therein from the Investor within ten (10) business days after theInvestor’s receipt of the Company’s notice or, in the case of a primary offering, such shorter timeas is reasonably specified by the Company in light of the circumstances (provided that onlyRegistrable Shares of the same class or classes as the Shares being registered may be included).The Company shall have no obligation to proceed with any Piggyback Registration and may abandon,terminate and/or withdraw such registration for any reason at any time prior to the pricingthereof. If the Company or any other Person other than the Investor proposes to sell Shares in anunderwritten offering pursuant to a registration statement on Form S-3 under the Securities Act,such offering shall be treated as a primary or secondary underwritten offering pursuant to aPiggyback Registration.          (b) Priority on Primary Piggyback Registrations. If a Piggyback Registration isinitiated as a primary underwritten offering on behalf of the Company and the managing underwritersadvise the Company and the Investor (if the Investor has elected to include Registrable Shares insuch Piggyback Registration) that in their opinion the number of Shares proposed to be included insuch offering exceeds the number of Shares (of any class) which can be sold in such offeringwithout materially delaying or jeopardizing the success of the offering (including the price pershare of the Shares proposed to be sold in such offering), the Company shall include in suchregistration and offering (i) first, the number of Shares that the Company proposes to sell, and(ii) second, the number of Shares requested to be included therein by holders of Shares, includingthe Investor (if the Investor has elected to include Registrable Shares in such PiggybackRegistration), pro rata among all such holders on the basis of the number of Shares requested to beincluded therein by all such holders or as such holders and the Company may otherwise agree (withsuch allocations among different classes of Shares, if more than one are involved, to be determinedby the Company).          (c) Priority on Secondary Piggyback Registrations. If a Piggyback Registration isinitiated as an underwritten registration on behalf of a holder of Shares other than the Investor,and the managing underwriters advise the Company that in their opinion the number of Sharesproposed to be included in such registration exceeds the number of Shares (of any class) which canbe sold in such offering without materially delaying or jeopardizing the success of the offering(including the price per share of the Shares to be sold in such offering), then the Company shallinclude in such registration (i) first, the number of Shares requested to be included therein bythe holder(s) requesting
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such registration, (ii) second, the number of Shares requested to be included therein by otherholders of Shares including the Investor (if the Investor has elected to include Registrable Sharesin such Piggyback Registration) and (iii) third, the number of Shares that the Company proposes tosell, pro rata among such holders on the basis of the number of Shares requested to be includedtherein by such holders or as such holders and the Company may otherwise agree (with allocationsamong different classes of Shares, if more than one are involved, to be determined by the Company).          (d) Selection of Underwriters. If any Piggyback Registration is a primary orsecondary underwritten offering, the Company shall have the right to select the managingunderwriter or underwriters to administer any such offering.          (e) Basis of Participations. The Investor may not sell Registrable Shares in anyoffering pursuant to a Piggyback Registration unless it (a) agrees to sell such Shares on the samebasis provided in the underwriting or other distribution arrangements approved by the Company andthat apply to the Company and/or any other holders involved in such Piggyback Registration and (b)completes and executes all questionnaires, powers of attorney, indemnities, underwritingagreements, lockups and other documents required under the terms of such arrangements.          Section 4. S-3 Shelf Registration.          (a) Right to Request Registration. Subject to the provisions hereof, at any time whenthe Company is eligible to use Form S-3 prior to the Termination Date, the Investor shall beentitled to request on two (2) occasions that the Company file a Registration Statement on Form S-3(or an amendment or supplement to an existing registration statement on Form S-3) for a publicoffering of all or such portion of the Registrable Shares designated by the Investor pursuant toRule 415 promulgated under the Securities Act or otherwise (an “S-3 Shelf Registration”).A request for an S-3 Shelf Registration may not be made within three months after the Investor hassold Shares in a Demand Registration or at any time when an S-3 Shelf Registration is in effect orthe Company is diligently pursuing a primary or secondary underwritten offering pursuant to aregistration statement. Upon such request, and subject to Section 5, the Company shall (i) file aRegistration Statement (or any amendment or supplement thereto) covering the number of shares ofRegistrable Shares specified in such request under the Securities Act on Form S-3 (an “S-3Shelf Registration Statement”) for public sale in accordance with the method of dispositionspecified in such request within twenty (20) business days after the Investor’s written requesttherefor and (ii) use best efforts, if necessary, to cause such S-3 Shelf Registration Statement tobecome effective as soon as practicable thereafter and in any event within sixty (60) calendar daysof the Investor’s written request for such S-3 Shelf Registration. If permitted under theSecurities Act (and the rules and regulations thereunder), such Registration Statement shall be onethat becomes automatically effective upon filing. The right to request an S-3 Shelf Registrationmay be exercised no more than twice in the aggregate, regardless of the number of PermittedTransferees who may become an Investor pursuant to Section 11. If the Investor has used its rightto a S-3 Shelf Registration pursuant to this Section 4 and has exercised fewer than three DemandRegistrations, the Investor may elect a third S-3 Shelf Registration and, upon such election, thenumber of Demand Registrations available to the Investor shall be reduced by one.          (b) Right to Effect Shelf Takedowns. The Investor shall be entitled, at any time andfrom time to time when an S-3 Shelf Registration Statement is effective and until the TerminationDate, to sell such Registrable Shares as are then registered pursuant to such S-3 RegistrationStatement (each, a “Shelf Takedown”), but only upon not less than three (3) business days’prior written notice to the Company (if such takedown is to be underwritten). The Investor shallbe entitled to request that a Shelf Takedown shall be an underwritten offering; providedthat (based on the then-current market prices) the number of Registrable Shares included in eachsuch underwritten Shelf Takedown would reasonably be expected to yield gross proceeds to theInvestor of at least the Minimum Amount; provided further that the Investor shall not beentitled to request any underwritten Shelf Takedown (i) within three months after the Investor hassold Shares in an underwritten offering effected pursuant to a (x) Demand Registration or (y) S-3Shelf Registration or (ii) at any time when the Company is diligently pursuing a primary orsecondary underwritten offering of Shares pursuant to a registration statement. The Investor shallgive the Company prompt written notice of the consummation of each Shelf Takedown (whether or notunderwritten).
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          (c) Priority on Underwritten Shelf Takedowns. The Company may include Shares otherthan Registrable Shares in an underwritten Shelf Takedown for any accounts on the terms providedbelow, but only withthe consent of the managing underwriters of such offering and the Investor (such consent notto be unreasonably withheld). If the managing underwriters of the requested underwritten ShelfTakedown advise the Company and the Investor that in their opinion the number of Shares proposed tobe included in the underwritten Shelf Takedown exceeds the number of Shares which can be sold insuch offering without materially delaying or jeopardizing the success of the offering (includingthe price per share of the Shares proposed to be sold in such offering), the Company shall includein such underwritten Shelf Takedown (i) first, the number of Shares that the Investor proposes tosell, and (ii) second, the number of Shares proposed to be included therein by any other Persons(including Shares to be sold for the account of the Company) allocated among such Persons in suchmanner as the Company may determine. If the number of Shares which can be sold is less than thenumber of Registrable Shares proposed to be included in the underwritten Shelf Takedown pursuant toclause (i) above, the amount of Shares to be so sold shall be allocated to the Investor. Theprovisions of this paragraph (c) apply only to a Shelf Takedown that the Investor has requested bean underwritten offering.          (d) Selection of Underwriters. If any of the Registrable Shares are to be sold in anunderwritten Shelf Takedown initiated by the Investor, the Company shall have the right to selectthe managing underwriter or underwriters to lead the offering.          (e) Effective Period of S-3 Shelf Registrations. The Company shall use best effortsto keep any S-3 Shelf Registration Statement effective for a period of 90 days after the later ofthe following dates (i) the effective date of such registration statement and (ii) the date onwhich the applicable holding period for restricted securities held by an affiliate of the Companypursuant to Rule 144 under the Securities Act shall have lapsed; provided that such periodshall be extended by the number of days in any Suspension Period commenced pursuant to Section 5during such period (as it may be so extended) and by the number of days in any Third Party HoldbackPeriod commenced during such period (as it may be so extended). Notwithstanding the foregoing, theCompany shall not be obligated to keep any such registration statement effective, or to permitRegistrable Shares to be registered, offered or sold thereunder, at any time on or after theTermination Date.          Section 5. Suspension Periods.          (a) Suspension Periods. The Company may (i) delay the filing or effectiveness of aRegistration Statement in conjunction with a Demand Registration or an S-3 Shelf Registration or(ii) prior to the pricing of any underwritten offering or other offering of Registrable Sharespursuant to a Demand Registration or an S-3 Shelf Registration, delay such underwritten or otheroffering (and, if it so chooses, withdraw any registration statement that has been filed), but ineach case described in clauses (i) and (ii) only if the Company reasonably determines (x) thatproceeding with such an offering would require the Company to disclose material information thatwould not otherwise be required to be disclosed at that time and that the disclosure of suchinformation at that time would not be in the Company’s best interests, or (y) that the registrationor offering to be delayed would, if not delayed, materially adversely affect the Company and itssubsidiaries taken as a whole or materially interfere with, or jeopardize the success of, anypending or proposed material transaction, including any debt or equity financing, any acquisitionor disposition, any recapitalization or reorganization or any other material transaction, whetherdue to commercial reasons, a desire to avoid premature disclosure of information or any otherreason. Any period during which the Company has delayed a filing, an effective date or an offeringpursuant to this Section 5 is herein called a “Suspension Period”. If pursuant to thisSection 5 the Company delays or withdraws a Demand Registration or S-3 Shelf Registration requestedby the Investor, the Investor shall be entitled to withdraw such request and, if it does so, suchrequest shall not count against the limitation on the number of such registrations set forth inSection 2 or Section 4. The Company shall provide prompt written notice to the Investor of thecommencement and termination of any Suspension Period (and any withdrawal of a registrationstatement pursuant to this Section 5), but shall not be obligated under this Agreement to disclosethe reasons therefor. The Investor shall keep the existence of each Suspension Period confidentialand refrain from making offers and sales of Registrable Shares (and direct any other Persons makingsuch offers and sales to refrain from doing so) during each Suspension Period. In no event (i) maythe Company deliver notice of a Suspension Period to the Investor more than three (3) times in anycalendar year and (ii) shall a Suspension Period or Suspension Periods be in effect for anaggregate of one hundred and eighty (180) days or more in any calendar year.
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          (b) Other Lockups. Notwithstanding any other provision of this Agreement, the Companyshall not be obligated to take any action hereunder that would violate any lockup or similarrestriction binding on the Company in connection with a prior or pending registration orunderwritten offering.          (c) Warrant Issuance Agreement Restrictions. Nothing in this Agreement shall affectthe restrictions on transfers of Shares in Section 4.3 of the Warrant Issuance Agreement, whichshall apply independently hereof in accordance with the terms thereof.          Section 6. Holdback Agreements.          The restrictions in this Section 6 shall apply for as long as the Investor is the beneficialowner of any Registrable Shares. If the Company sells Shares or other securities convertible intoor exchangeable for (or otherwise representing a right to acquire) Shares in a primary underwrittenoffering pursuant to any registration statement under the Securities Act (but only if the Investoris provided its piggyback rights, if any, in accordance with Sections 3(a) and 3(b)), or if anyother Person sells Shares in a secondary underwritten offering pursuant to a Piggyback Registrationin accordance with Sections 3(a) and 3(b), and if the managing underwriters for such offeringadvise the Company (in which case the Company promptly shall notify the Investor) that a publicsale or distribution of Shares outside such offering would materially adversely affect suchoffering, then, if requested by the Company, the Investor shall agree, as contemplated in thisSection 6, not to (and to cause its majority-controlled Affiliates not to) sell, transfer, pledge,issue, grant or otherwise dispose of, directly or indirectly (including by means of any shortsale), or request the registration of, any Registrable Shares (or any securities of any Person thatare convertible into or exchangeable for, or otherwise represent a right to acquire, anyRegistrable Shares) for a period (each such period, a “Holdback Period”) beginning on thetenth (10th)day before the pricing date for the underwritten offering and extendingthrough the earlier of (i) the ninetieth (90th)day after such pricing date (subject tocustomary automatic extension in the event of the release of earnings results of or material newsrelating to the Company) and (ii) such earlier day (if any) as may be designated for this purposeby the managing underwriters for such offering (each such agreement of the Investor, a“Holdback Agreement”). Each Holdback Agreement shall be in writing in form and substancesatisfactory to the Company and the managing underwriters. Notwithstanding the foregoing, theInvestor shall not be obligated to make a Holdback Agreement unless the Company and each sellingshareholder in such offering also execute agreements substantially similar to such HoldbackAgreement. A Holdback Agreement shall not apply to (i) the exercise of any warrants or options topurchase shares of the Company (provided that such restrictions shall apply with respect tothe securities issuable upon such exercise) or (ii) any Shares included in the underwrittenoffering giving rise to the application of this Section 6.          Section 7. Registration Procedures.          (a) Whenever the Investor requests that any Registrable Shares be registered pursuant to thisAgreement, the Company shall use reasonable best efforts to effect, as soon as practicable asprovided herein, the registration and the sale of such Registrable Shares in accordance with theintended methods of disposition thereof, and, pursuant thereto, the Company shall, as soon aspracticable as provided herein:          (i) subject to the other provisions of this Agreement, prepare and file with the SEC aRegistration Statement with respect to such Registrable Shares and use best efforts to causesuch Registration Statement to become effective (unless it becomes automatically effectiveupon filing);          (ii) prepare and file with the SEC such amendments and supplements to such RegistrationStatement and the Prospectus used in connection therewith as may be necessary to comply withthe applicable requirements of the Securities Act and use best efforts to keep suchRegistration Statement effective for the relevant period required hereunder, but no longerthan is necessary to complete the distribution of the Shares covered by such RegistrationStatement, and to comply with the applicable requirements of the Securities Act with respectto the disposition of all the Shares covered by such Registration Statement during suchperiod in accordance with the intended methods of disposition set forth in such RegistrationStatement;
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          (iii) use reasonable best efforts to obtain the withdrawal of any order suspending theeffectiveness of any Registration Statement, or the lifting of any suspension of thequalification or exemption from qualification of any Registrable Shares for sale in anyjurisdiction in the United States;          (iv) deliver, without charge, such number of copies of the preliminary and finalProspectus and any supplement thereto as the Investor may reasonably request in order tofacilitate the disposition of the Registrable Shares of the Investor covered by suchRegistration Statement in conformity with the requirements of the Securities Act;          (v) use reasonable best efforts to register or qualify such Registrable Shares undersuch other securities or blue sky laws of such U.S. jurisdictions as the Investor reasonablyrequests and continue such registration or qualification in effect in such jurisdictions foras long as the applicable Registration Statement may be required to be kept effective underthis Agreement (provided that the Company will not be required to (I) qualifygenerally to transact business in any jurisdiction where it would not otherwise be requiredto qualify but for this subparagraph (v), (II) subject itself to taxation in any suchjurisdiction or (III) consent to general service of process in any such jurisdiction);          (vi) notify the Investor and each distributor of such Registrable Shares identified bythe Investor, at any time when a Prospectus relating thereto would be required under theSecurities Act to be delivered by such distributor, of the occurrence of any event as aresult of which the Prospectus included in such Registration Statement contains an untruestatement of a material fact or omits a material fact necessary to make the statementstherein, in light of the circumstances under which they were made, not misleading, and, atthe request of the Investor, the Company shall use reasonable best efforts to prepare, assoon as practicable, a supplement or amendment to such Prospectus so that, as thereafterdelivered to any prospective purchasers of such Registrable Shares, such Prospectus shallnot contain an untrue statement of a material fact or omit to state any material factnecessary to make the statements therein, in light of the circumstances under which theywere made, not misleading;          (vii) in the case of an underwritten offering in which the Investor participatespursuant to a Demand Registration, a Piggyback Registration or an S-3 Shelf Registration,enter into an underwriting agreement, containing such provisions (including provisions forindemnification, lockups, opinions of counsel and comfort letters), and take all such othercustomary and reasonable actions as the managing underwriters of such offering may requestin order to facilitate the disposition of such Registrable Shares (including, making membersof senior management of the Company available at reasonable times and places to participatein “road-shows” that the managing underwriter determines are necessary to effect theoffering);          (viii) in the case of an underwritten offering in which the Investor participatespursuant to a Demand Registration, a Piggyback Registration or an S-3 Shelf Registration,and to the extent not prohibited by applicable law, (A) make reasonably available, forinspection by the managing underwriters of such offering and one attorney and accountantacting for such managing underwriters, pertinent corporate documents and financial and otherrecords of the Company and its subsidiaries and controlled Affiliates, (B) cause theCompany’s officers and employees to supply information reasonably requested by such managingunderwriters or attorney in connection with such offering, (C) make the Company’sindependent accountants available for any such managing underwriters’ due diligence and havethem provide customary comfort letters to such underwriters in connection therewith; and (D)cause the Company’s counsel to furnish customary legal opinions to such underwriters inconnection therewith; provided however that such records and other information shallbe subject to such confidential treatment as is customary for underwriters’ due diligencereviews;          (ix) prior to the issuance of such Registrable Shares, cause all such RegistrableShares to be listed on each primary securities exchange (if any) on which securities of thesame class issued by the Company are then listed, subject only to the official notice ofissuance of such Registrable Shares;
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          (x) provide a transfer agent and registrar for all such Registrable Shares not laterthan the effective date of such Registration Statement and, a reasonable time before anyproposed sale of Registrable Shares pursuant to a Registration Statement, provide thetransfer agent with printed certificates for the Registrable Shares to be sold, subject tothe provisions of Section 11;          (xi) make generally available to its shareholders a consolidated earnings statement(which need not be audited) for a period of twelve (12) months beginning after the effectivedate of the Registration Statement as soon as reasonably practicable after the end of suchperiod, which earnings statement shall satisfy the requirements of an earning statementunder Section 11(a) of the Securities Act and Rule 158 thereunder; and          (xii) promptly notify the Investor and the managing underwriters of any underwrittenoffering, if any:     (1) when the Registration Statement, any pre-effective amendment, theProspectus or any Prospectus supplement or any post-effective amendment tothe Registration Statement has been filed and, with respect to theRegistration Statement or any post-effective amendment, when the same hasbecome effective;     (2) of any request by the SEC for amendments or supplements to theRegistration Statement or the Prospectus or for any additional informationregarding the Investor;     (3) of the notification to the Company by the SEC of its initiation ofany proceeding with respect to the issuance by the SEC of any stop ordersuspending the effectiveness of the Registration Statement; and     (4) of the receipt by the Company of any notification with respect tothe suspension of the qualification of any Registrable Shares for sale underthe applicable securities or blue sky laws of any jurisdiction.          For the avoidance of doubt, the provisions of clauses (vii), (viii), (xi) and (xii) of thisSection 7(a) shall apply only in respect of an underwritten offering and only if (based on marketprices at the time the offering is requested by the Investor) the number of Registrable Shares tobe sold in the offering would reasonably be expected to yield gross proceeds to the Investor of atleast the Minimum Amount.          (b) No Registration Statement (including any amendments thereto) shall contain any untruestatement of a material fact or omit to state a material fact required to be stated therein, ornecessary to make the statements therein not misleading, and no Prospectus (including anysupplements thereto) shall contain any untrue statement of a material fact or omit to state amaterial fact necessary to make the statements therein, in light of the circumstances under whichthey were made, not misleading, in each case, except for any untrue statement or alleged untruestatement of a material fact or omission or alleged omission of a material fact made in reliance onand in conformity with written information furnished to the Company by or on behalf of the Investoror any underwriter or other distributor specifically for use therein.          (c) At all times after the Company has filed a registration statement with the SEC pursuant tothe requirements of the Securities Act and until the Termination Date, the Company shall usereasonable best efforts to continuously maintain in effect the registration statement of CommonStock under Section 12 of the Exchange Act and to use reasonable best efforts to file all reportsrequired to be filed by it under the Securities Act and the Exchange Act and the rules andregulations adopted by the SEC thereunder, all to the extent required to enable the Investor to beeligible to sell Registrable Shares (if any) pursuant to Rule 144 under the Securities Act.          (d) The Company may require the Investor and each distributor of Registrable Shares as towhich any registration is being effected to furnish to the Company information regarding such Person and the
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distribution of such securities as the Company may from time to time reasonablyrequest in connection with such registration.          (e) The Investor agrees by having its Common Stock treated as Registrable Shares hereunderthat, upon being advised in writing by the Company of the occurrence of an event pursuant toSection 7(a)(vi), the Investor will immediately discontinue (and direct any other Persons makingoffers and sales of Registrable Shares to immediately discontinue) offers and sales of RegistrableShares pursuant to any Registration Statement (other than those pursuant to a plan that is ineffect prior to such time and that complies with Rule 10b5-1 of the Exchange Act) until it isadvised in writing by the Company that the use of the Prospectus may be resumed and is furnishedwith a supplemented or amended Prospectus as contemplated by Section 7(a)(vi), and, if so directedby the Company, the Investor will deliver to the Company all copies, other than permanent filecopies then in the Investor’s possession, of the Prospectus covering such Registrable Sharescurrent at the time of receipt of such notice.          (f) The Company may prepare and deliver an issuer free-writing prospectus (as such term isdefined in Rule 405 under the Securities Act) in lieu of any supplement to a prospectus, andreferences herein to any “supplement” to a Prospectus shall include any such issuer free-writingprospectus. Neither the Investor nor any other seller of Registrable Shares may use a free-writingprospectus to offer or sell any such shares without the Company’s prior written consent.          (g) It is understood and agreed that any failure of the Company to file a registrationstatement or any amendment or supplement thereto or to cause any such document to become or remaineffective or usable within or for any particular period of time as provided in Section 2, 4 or 7 orotherwise in this Agreement, due to reasons that are not reasonably within its control, or due toany refusal of the SEC to permit a registration statement or prospectus to become or remaineffective or to be used because of unresolved SEC comments thereon (or on any documentsincorporated therein by reference) despite the Company’s good faith and reasonable best efforts toresolve those comments, shall not be a breach of this Agreement.          (h) It is further understood and agreed that the Company shall not have any obligations underthis Section 7 at any time on or after the Termination Date, unless an underwritten offering inwhich the Investor participates has been priced but not completed prior to the Termination Date, inwhich event the Company’s obligations under this Section 7 shall continue with respect to suchoffering until it is so completed (but not more than 60 days after the commencement of theoffering).          (i) Notwithstanding anything to the contrary in this Agreement, the Company shall not berequired to file a Registration Statement or include Registrable Shares in a Registration Statementunless it has received from the Investor, at least five (5) days prior to the anticipated filingdate of the Registration Statement, all requested information required to be provided by theInvestor for inclusion therein.          Section 8. Registration Expenses.          (a) All expenses incident to the Company’s performance of or compliance with this Agreement,including all registration and filing fees, fees and expenses of compliance with securities or bluesky laws, FINRA fees, listing application fees, printing expenses, transfer agent’s and registrar’sfees, cost of distributing Prospectuses in preliminary and final form as well as any supplementsthereto, and fees and disbursements of counsel for the Company and all independent certified publicaccountants and other Persons retained by the Company (all such expenses being herein called“Registration Expenses”) (but not including any underwriting discounts or commissionsattributable to the sale of Registrable Shares or fees and expenses of counsel and any otheradvisor representing any underwriters or other distributors), shall be borne by the Company. TheInvestor shall bear the cost of all underwriting discounts and commissions associated with any saleof Registrable Shares and shall pay all of its own costs and expenses, including all fees andexpenses of any counsel (and any other advisers) representing the Investor and any stock transfertaxes.          (b) The obligation of the Company to bear the expenses described in Section 8(a) shall applyirrespective of whether a registration, once properly demanded or requested becomes effective or iswithdrawn or suspended; provided however that Registration Expenses for any RegistrationStatement withdrawn solely at the
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request of the Investor (unless withdrawn following commencementof a Suspension Period pursuant to Section 5) shall be borne by the Investor.          Section 9. Indemnification.          (a) The Company shall indemnify, to the fullest extent permitted by law, the Investor and eachPerson who controls the Investor (within the meaning of the Securities Act) against all losses,claims, damages, liabilities, judgments, costs (including reasonable costs of investigation) andexpenses (including reasonable attorneys’ fees) arising out of or based upon any untrue or allegeduntrue statement of a material fact contained in any Registration Statement or Prospectus or anyamendment thereof or supplement thereto or arising out of or based upon any omission or allegedomission of a material fact required to be stated therein or necessary to make the statementstherein not misleading, except insofar as the same are made in reliance and in conformity withinformation furnished in writing to the Company by the Investor expressly for use therein. Inconnection with an underwritten offering in which the Investor participates conducted pursuant to aregistration effected hereunder, the Company shall indemnify each participating underwriter andeach Person who controls such underwriter (within the meaning of the Securities Act) to the sameextent as provided above with respect to the indemnification of the Investor.          (b) In connection with any Registration Statement in which the Investor is participating, theInvestor shall furnish to the Company in writing such information as the Company reasonablyrequests for use in connection with any such Registration Statement or Prospectus, or amendment orsupplement thereto, and shall indemnify, to the fullest extent permitted by law, the Company, itsofficers and directors and each Person who controls the Company (within the meaning of theSecurities Act) against all losses, claims, damages, liabilities, judgments, costs (includingreasonable costs of investigation) and expenses (including reasonable attorneys’ fees) arising outof or based upon any untrue or alleged untrue statement of material fact contained in theRegistration Statement or Prospectus, or any amendment or supplement thereto, or arising out of orbased upon any omission or alleged omission of a material fact required to be stated therein ornecessary to make the statements therein not misleading, but only to the extent that the same aremade in reliance and in conformity with information furnished in writing to the Company by or onbehalf of the Investor expressly for use therein.          (c) Any Person entitled to indemnification hereunder shall (i) give prompt written notice tothe indemnifying Person of any claim with respect to which it seeks indemnification and (ii) permitsuch indemnifying Person to assume the defense of such claim with counsel reasonably satisfactoryto the indemnified Person. Failure so to notify the indemnifying Person shall not relieve it fromany liability that it may have to an indemnified Person except to the extent that the indemnifyingPerson is materially and adversely prejudiced thereby. The indemnifying Person shall not be subjectto any liability for any settlement made by the indemnified Person without its consent (but suchconsent will not be unreasonably withheld). An indemnifying Person who is entitled to, and electsto, assume the defense of a claim shall not be obligated to pay the fees and expenses of more thanone counsel (in addition to one local counsel) for all Persons indemnified (hereunder or otherwise)by such indemnifying Person with respect to such claim (and all other claims arising out of thesame circumstances), unless in the reasonable judgment of any indemnified Person there may be oneor more legal or equitable defenses available to such indemnified Person which are in addition toor may conflict with those available to another indemnified Person with respect to such claim, inwhich case such maximum number of counsel for all indemnified Persons shall be two rather than one.If an indemnifying Person is entitled to, and elects to, assume the defense of a claim, theindemnified Person shall continue to be entitled to participate in the defense thereof, withcounsel of its own choice, but, except as set forth above, the indemnifying Person shall not beobligated to reimburse the indemnified Person for the costs thereof. The indemnifying Person shallnot consent to the entry of any judgment or enter into or agree to any settlement relating to aclaim or action for which any indemnified Person would be entitled to indemnification by anyindemnified Person hereunder unless such judgment or settlement imposes no ongoing obligations onany such indemnified Person and includes as an unconditional term the giving, by all relevantclaimants and plaintiffs to such indemnified Person, a release, satisfactory in form and substanceto such indemnified Person, from all liabilities in respect of such claim or action for which suchindemnified Person would be entitled to such indemnification. The indemnifying Person shall not beliable hereunder for any amount paid or payable or incurred pursuant to or in connection with anyjudgment entered or settlement effected with the consent of an indemnified Person unless theindemnifying Person has also consented to such judgment or settlement.
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          (d) The indemnification provided for under this Agreement shall remain in full force andeffect regardless of any investigation made by or on behalf of the indemnified Person or anyofficer, director or controlling Person of such indemnified Person and shall survive the transferof securities and the Termination Date but only withrespect to offers and sales of Registrable Shares made before the Termination Date or duringthe period following the Termination Date referred to in Section 7(h).          (e) If the indemnification provided for in or pursuant to this Section 9 is due in accordancewith the terms hereof, but is held by a court to be unavailable or unenforceable in respect of anylosses, claims, damages, liabilities or expenses referred to herein, then each applicableindemnifying Person, in lieu of indemnifying such indemnified Person, shall contribute to theamount paid or payable by such indemnified Person as a result of such losses, claims, damages,liabilities or expenses in such proportion as is appropriate to reflect the relative fault of theindemnifying Person on the one hand and of the indemnified Person on the other in connection withthe statements or omissions which result in such losses, claims, damages, liabilities or expensesas well as any other relevant equitable considerations. The relative fault of the indemnifyingPerson on the one hand and of the indemnified Person on the other shall be determined by referenceto, among other things, whether the untrue or alleged untrue statement of a material fact or theomission or alleged omission to state a material fact relates to information supplied by theindemnifying Person or by the indemnified Person, and by such Person’s relative intent, knowledge,access to information and opportunity to correct or prevent such statement or omission. In noevent shall the liability of the indemnifying Person be greater in amount than the amount for whichsuch indemnifying Person would have been obligated to pay by way of indemnification if theindemnification provided for under Section 9(a) or 9(b) hereof had been available under thecircumstances.          Section 10. Securities Act Restrictions.          The Registrable Shares are restricted securities under the Securities Act and may not beoffered or sold except pursuant to an effective registration statement or an available exemptionfrom registration under the Securities Act. Accordingly, the Investor shall not, directly orthrough others, offer or sell any Registrable Shares except pursuant to a Registration Statement ascontemplated herein or pursuant to Rule 144 or another exemption from registration under theSecurities Act, if available. The Company may impose stop-transfer instructions with respect toany Registrable Shares that are to be transferred in contravention of this Agreement. Anycertificates representing the Registrable Shares may bear a legend (and the Company’s shareregistry may bear a notation) referencing the restrictions on transfer contained in this Agreement(and the Warrant Issuance Agreement), until such time as such securities have ceased to be (or areto be transferred in a manner that results in their ceasing to be) Registrable Shares. Subject tothe provisions of this Section 10, the Company will replace any such legended certificates withunlegended certificates promptly upon surrender of the legended certificates to the Company or itsdesignee, in order to facilitate a lawful transfer or at any time after such shares cease to beRegistrable Shares.          Section 11. Transfers of Rights.          (a) If the Investor transfers any rights to a Permitted Transferee in accordance with theWarrant Issuance Agreement, such Permitted Transferee shall, together with all other such PermittedTransferees and the Investor, also have the rights of the Investor under this Agreement, but onlyif the Permitted Transferee signs and delivers to the Company a written acknowledgment (in form andsubstance satisfactory to the Company) that it has joined with the Investor and the other PermittedTransferees as a party to this Agreement and has assumed the rights and obligations of the Investorhereunder with respect to the rights transferred to it by the Investor. Each such transfer shallbe effective when (but only when) the Permitted Transferee has signed and delivered the writtenacknowledgment to the Company. Upon any such effective transfer, the Permitted Transferee shallautomatically have the rights so transferred, and the Investor’s obligations under this Agreement,and the rights not so transferred, shall continue; provided that so long as the originalInvestor (not including any Permitted Transferee) has any remaining Registrable Shares, the rightto request Demand Registrations and Shelf Registrations shall be held only by the original Investor(and not any Permitted Transferees) and under no circumstances shall the Company be required toprovide (i) more than three (3) Demand Registrations and (ii) more than two (2) Shelf Registration(or three (3) in the event the Investor elects to exchange one of its Demand Rights for a ShelfRegistration). Notwithstanding any other provision of this Agreement, no Person who acquiressecurities transferred in violation of this Agreement or the Warrant Issuance Agreement, or whoacquires securities that are not or upon acquisition cease to be Registrable
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Shares, shall have anyrights under this Agreement with respect to such securities, and such securities shall not have thebenefits afforded hereunder to Registrable Shares.          Section 12. Miscellaneous.          (a) Notices. Any notice, request, instruction or other document to be given hereunderby any party to the other will be in writing and will be deemed to have been duly given (a) on thedate of delivery if delivered personally, or by facsimile, upon confirmation of receipt, or (b) onthe second business day following the date of dispatch if delivered by a recognized next daycourier service. All notices hereunder shall be delivered as set forth below, or pursuant to suchother instructions as may be designated in writing by the party to receive such notice.If to the Company:ION Geophysical Corporation