Exhibit
4.4


 


CERTIFICATE
OF DESIGNATION,

POWERS, PREFERENCES AND RIGHTS

OF

SERIES A PREFERRED STOCK

OF

ION GEOPHYSICAL CORPORATION


 


(Pursuant
to Section 151 of the General Corporation Law of the State of Delaware)


 


ION
Geophysical Corporation, a Delaware corporation (the “Corporation”), pursuant to the provisions of Section
151 of the General Corporation Law of the State of Delaware, hereby certifies that, pursuant to the authority expressly vested
in the Corporation’s board of directors (the “Board of Directors”) by the Corporation’s Restated
Certificate of Incorporation, as amended through February 4, 2016 (as may be further amended from time to time, the “Certificate
of Incorporation”), the Board of Directors, by a unanimous vote of the members of the Board of Directors present at
a meeting held on the 17th day of December, 2020, duly approved creating one series of preferred stock. Capitalized terms used
herein and not defined herein shall have the meanings ascribed to such terms in the Indenture, dated as of April 20, 2021, by
and between the Corporation, the Guarantors (as defined therein), and UMB Bank, National Association as Trustee (the “Indenture
Trustee”) and Collateral Agent (the “New Second Lien Indenture”).


 


WHEREAS,
the Board of Directors is authorized within the limitations and restrictions stated in the Certificate of Incorporation to provide
by resolution or resolutions for the issuance of up to five million (5,000,000) shares of Preferred Stock, par value $0.01 per
share, of the Corporation, in such series and with such designations, preferences and relative, participating, optional or other
special rights and qualifications, limitations or restrictions as the Board of Directors shall fix by resolution or resolutions
providing for the issuance thereof duly adopted by the Board of Directors;


 


WHEREAS,
the Board of Directors desires, pursuant to such authority, to authorize and fix the terms of a new series of the Corporation’s
Preferred Stock and the number of shares constituting such series; and


 


RESOLVED,
that as of the Effective Date there shall be and hereby is created and authorized one series of authorized preferred stock, par
value $0.01 per share, of the Corporation, with the following powers (including voting powers), designations, preferences, and
relative, participating, optional or other rights, and the following qualifications, limitations and restrictions:


 


Section
1.          Designation of Name
and Amount.


 


Such
series of preferred stock shall be designated the “Series A Preferred Stock” and the authorized number of shares constituting
the Series A Preferred Stock shall be one (1), which shall not be subject to increase.





     


     


    



Section
2.          Rank.


 


The
Series A Preferred Stock shall, upon liquidation, dissolution or winding up of the affairs of the Corporation, voluntarily or
involuntarily (a “Liquidation”), (i) rank senior to the common stock, par value $0.01 per share, of the Corporation
(the “Common Stock”) and each other class or series of Equity Securities authorized and issued in the future
that does not by its terms expressly provide that it ranks pari passu with, or senior to, the Series A Preferred Stock
as to Liquidation (all of such Equity Securities are collectively referred to herein as the “Junior Securities”),
(ii) rank pari passu with each class or series of Equity Securities issued in the future that by its terms ranks pari
passu with the Series A Preferred Stock as to Liquidation (all of such Equity Securities are collectively referred to herein
as the “Parity Securities”) and (iii) rank junior to each class or series of Equity Securities issued
in the future that by its terms ranks senior to the Series A Preferred Stock as to Liquidation (all of such Equity Securities
are collectively referred to herein as the “Senior Securities”). The respective definitions of Parity Securities,
Junior Securities and Senior Securities shall also include any securities, rights or options exercisable or exchangeable for or
convertible into any of the Parity Securities, Junior Securities or Senior Securities, as the case may be. At the time of the
issuance of the Series A Preferred Stock, there will be no Senior Securities outstanding, no Junior Securities outstanding (other
than the Common Stock) and no Parity Securities outstanding.


 


Section
3.          Dividends.


 


The
Series A Preferred Stock shall not be entitled to receive any dividends or other distributions from the Corporation.


 


Section
4.          Conversion.


 


The
Series A Preferred Stock shall not be convertible into any other class of equity or other securities of the Corporation.


 


Section
5.          Liquidation Preference.


 


In
the event of a Liquidation, the Series A Preferred Stock shall be entitled to receive $1.00 (the “Liquidation Preference”)
before any payment or distribution of the assets of the Corporation (whether capital or surplus) shall be made to or set apart
for the holders of Junior Securities.


 


Section
6.          Redemption.


 


The
Series A Preferred Stock may be redeemed by the Corporation (a “Redemption”) upon the conversion of, in the
aggregate, 75% or more of the Notes issued on the Issue Date in accordance with the terms of the New Second Lien Indenture, in
exchange for an aggregate redemption price equal to the Liquidation Preference.


 


Section
7.          Voting Rights and
Power.


 


(a)          Except as otherwise provided herein or as otherwise required by the DGCL, the Series A Preferred Stock shall have no voting rights.





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(b)          Notwithstanding the foregoing:


 


(i)        at all times when the Common Stock is entitled to vote thereon, the Series A Preferred Stock shall be entitled to vote with the
Common Stock of the Company, voting together as a single class on an “as-converted” basis, with the Series A Preferred
Stock having a number of votes equal to the number of votes that the shares of Common Stock issuable upon the conversion of all
of the Notes in accordance with the terms of the New Second Lien Indenture would be entitled to on any of the following matters:
(x) modifying, amending, supplementing or waiving any provision of the Organizational Documents; and (y) entering into any merger,
consolidation, sale of all or substantially all of the assets of the Company, or other business combination transaction; and


 


(ii)       Following the occurrence of a Default or Event of Default under the New Second Lien Indenture, the Series A Preferred Stock shall
be entitled to vote with the Common Stock of the Company on any matters submitted to the holders of Common Stock, voting together
as a single class on an “as-converted” basis, with the Series A Preferred Stock having a number of votes equal to
the number of votes that the shares of Common Stock issuable upon the conversion of all of the Notes in accordance with the terms
of the New Second Lien Indenture would be entitled to on any such matters.


 


(c)           Series A Directors


 


(i)        The Series A Holder shall have the exclusive right to elect two of the members of the Board of Directors (such directors are referred
to as “Series A Directors”). If at the time the Series A Holder exercises their right to elect one or more
Series A Directors there are not sufficient vacancies on the Board of Directors to permit such election, the size of the Board
of Directors shall immediately and automatically be increased in order to permit that election. Failure by the Series A Holder
at any time or from time to time to appoint any or all of the Series A Directors which the Series A Holder is entitled to elect
as set forth above shall not act as a waiver of the Series A Holder’s right to elect the Series A Directors. Each Series
A Director shall qualify as an independent director.


 


(ii)       A Series A Director may only be removed by the Series A Holder. If for any reason a Series A Director shall resign, be unable
to perform his or her duties or otherwise be removed from Board of Directors, then his or her replacement shall be an individual
selected by the Series A Holder who qualifies as an independent director. If for any reason, all Series A Directors shall have
resigned or all simultaneously be unable to perform their respective duties or otherwise be removed from the Board of Directors,
then Series A Director replacements shall be elected by the Series A Holder.


 


Section
8.          Transfer Restrictions.


 


(a)           The Series A Holder may at any time Transfer its Series A Preferred Stock to the extent permitted by this Section 8. Subject to
the restrictions on Transfer set forth in this Section 8 or in any other agreement between the Corporation and the record holder
of the Series A Preferred Stock related to the transferability of the Series A Preferred Stock, Series A Preferred Stock shall
be Transferred only on the books and records of the Corporation by the holder in person or by an attorney upon surrender to the
Corporation or its transfer agent or registrar of the certificate, if any, therefor properly endorsed or, if sought to be Transferred
by attorney, accompanied by a written assignment or power of attorney properly executed, with transfer stamps (if necessary) affixed,
and with such proof of the authenticity of signatures as the Corporation or its transfer agent or registrar may reasonably require.




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(b)           The holder of the Series A Preferred Stock shall not be permitted to Transfer any of the Series A Preferred Stock, except to any
Person who replaces or succeeds to the rights and obligations of the Indenture Trustee in accordance with the terms of the New
Second Lien Indenture. Any purported Transfer that, if effective, would result in a violation of the restriction contained in
the immediately preceding sentence shall be void ab initio as to the Transfer of those Shares that would cause such violation,
and the intended Transferee shall acquire no rights in such shares.


 


Section
9.          Certain Definitions.


 


The
following terms shall have the following respective meanings herein:


 


“Affiliate”
means, with respect to any Person, any other Person that, directly or indirectly through one or more intermediaries, controls,
or is controlled by, or is under common control with, such Person, and the term “control” (including the terms “controlled
by” and “under common control with”) means the possession, directly or indirectly, of the power to direct or
cause the direction of the management and policies of such Person, whether through ownership of voting securities, by contract
or otherwise: provided, that notwithstanding the foregoing, neither the Series A Holder nor its Affiliates (solely by reason
of the Series A Holder being the record owner of the Series A Preferred Stock) nor the holders of the Notes or any of their respective
Affiliates shall be deemed to be Affiliates of the Corporation.


 


“Applicable
Law” means any federal state, local or foreign law, statute, code, ordinance, rule or regulation (including rules and
regulations of self-regulatory organizations).


 


“Board
of Directors” has the meaning assigned to it in the introductory paragraph.


 


”Business Day”
means any day that is not a Saturday or Sunday or a day on which banking institutions in New York City are authorized or required
by Applicable Law or regulation to be closed.


 


“By-Laws”
means the Bylaws of the Corporation adopted by the Corporation on September 21, 2007, as may be amended, modified or supplemented
from time to time.


 


“Certificate
of Designation” means this certificate of the designations, powers, preferences and rights of the Series A Preferred
Stock.


 


“Certificate
of Incorporation” has the meaning assigned to it in the introductory paragraph.


 


“Common
Stock” has the meaning assigned to it in Section 2 hereof.





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“Corporation”
has the meaning assigned to it in the introductory paragraph.


 


“DGCL”
means the Delaware General Corporation Law.


 


“Effective
Date” shall mean the date of the New Second Lien Indenture.


 


“Equity
Securities” means all of the Corporation’s capital stock and any other equity interest of the Company except for
the Series A Preferred Stock.


 


”Governmental Authority”
means the government of the United States or any other nation, or of any political subdivision thereof, whether state or local,
and any agency, authority, instrumentality, regulatory body, court or arbitrator, central bank or other entity exercising executive,
legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government (including any
supra national bodies such as the European Union or the European Central Bank and whether public or private).


 


“Junior
Securities” has the meaning assigned to it in Section 2 hereof.


 


“Liquidation”
has the meaning assigned to it in Section 2 hereof.


 


“Organizational
Documents” means the Certificate of Incorporation, the By-Laws, this Certificate of Designation, the charter for each
committee of the Board of Directors and any other charter, by-laws, limited liability company agreements or other governing documents
or corporate governance documents of the Corporation or any of the Subsidiaries, as applicable.


 


“Parity
Securities” has the meaning assigned to it in Section 2 hereof.


 


“Person”
means any individual, corporation, limited liability company, partnership, firm, joint venture, association, joint-stock company,
trust, unincorporated organization, Governmental Authority or other entity.


 


“Senior
Securities” has the meaning assigned to it in Section 2 hereof.


 


“Series
A Directors” has the meaning assigned to it in Section 7(d)(i) hereof.


 


“Series
A Holder” means the Person in whose name the Series A Preferred Stock is recorded in the Corporation’s stock books
as the owner thereof.


 


“Series
A Preferred Stock” has the meaning assigned to it in the introductory paragraph.


 


”Subsidiary”
means any Person of which a majority of the outstanding voting securities or other voting equity interests are owned, directly
or indirectly, by the Corporation.


 


“Transfer”
(as a noun) means, with respect to any Series A Preferred Stock, a direct or indirect transfer, sale, exchange, assignment, mortgage,
pledge, hypothecation or other encumbrance or other disposition of such Series A Preferred Stock, including the grant of an option
or other right, whether directly or indirectly, whether voluntarily, involuntarily or by operation of law. “Transfer”
(as a verb) shall have the correlative meaning.





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“Transferee”
has a correlative meaning to the term Transfer.


 


[Execution
Page Follows]






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IN
WITNESS WHEREOF, the Corporation has caused this Certificate of Designation to be signed by Mike Morrison, its Executive Vice
President and Chief Financial Officer, this 20th day April, 2021.


 





	 	By:	 /s/ Mike Morrison
	 	 	Name: Mike Morrison
	 	 	Title: Executive Vice President and Chief Financial Officer




 





[Signature Page to Series A Certificate
of Designation]