Exhibit 99.5
FORM OF NOTICE OF GUARANTEED DELIVERY
ION geophysical corporation
NOTICE OF GUARANTEED DELIVERY
RELATING TO NOTES or common stock SUBSCRIBED FOR PURSUANT
TO THE SUBSCRIPTION RIGHT AND OVER-SUBSCRIPTION PRIVILEGE
As set forth in ION Geophysical Corporation’s (the “Company’s”) Prospectus, dated [●], 2021, under “The Rights Offering—Guaranteed Delivery Procedures,” this form (or one substantially equivalent hereto) may be used as a means of effecting the subscription and payment for (i) the principal amount of 8.00% of the Senior Secured Second Priority Notes due 2025 (the “Notes”) or (ii) whole shares of common stock (the “Common Stock”) of the Company subscribed for pursuant to the subscription Rights and the Over-Subscription Privilege. Such form may be delivered or sent by overnight delivery or first class mail to the Subscription Agent and must be received prior to 5:00 p.m., New York City time, on [●], 2021, the expiration date, unless extended by the Company (as it may be extended, the “Expiration Date”).
The Subscription Agent is:
[●]
Attention: ION Geophysical Corporation Rights Offering
By Regular Mail Only (No Overnight/Express Mail):
[●] Attn: [●] [Address] |
By Hand or Overnight Delivery:
[●] Attn: [●] [Address] |
DELIVERY OF THIS INSTRUMENT TO AN ADDRESS OTHER THAN AS SET FORTH ABOVE DOES NOT CONSTITUTE A VALID DELIVERY.
The Eligible Guarantor Institution (as that term is defined in Rule 17Ad-15 of the Securities Exchange Act of 1934, as amended), which may include (i) a commercial bank or trust company, (ii) a member firm of a domestic stock exchange or (iii) a savings bank or credit union, that completes this form must communicate the guarantee and the principal amount of Notes or shares of Common Stock subscribed for pursuant to both the subscription Rights and the Over-Subscription Privilege to the Subscription Agent and the Subscription Agent must receive this Notice of Guaranteed Delivery at or prior to the Expiration Date, guaranteeing delivery to the Subscription Agent of (a) full payment for all Notes or Common Stock subscribed for pursuant to the subscription Rights and the Over-Privilege and (b) a properly completed and duly executed Rights Certificate. The full payment must be received by the Subscription Agent at or prior to the Expiration Date. The completed Rights Certificate must be received by the Subscription Agent within two (2) business days following the date of submission of this Notice of Guaranteed Delivery. Failure to timely and properly deliver this Notice of Guaranteed Delivery or to make the delivery guaranteed herein will result in a forfeiture of the Rights.
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This Notice of Guaranteed Delivery shall not be used to guarantee signatures. If a signature on the Rights Certificate is required to be guaranteed by an Eligible Guarantor Institution (as that term is defined in Rule 17Ad-15 of the Securities Exchange Act of 1934, as amended) under the instructions to the Rights Certificate, the signature guarantee must appear in the applicable space provided in the signature box on the Rights Certificate.
GUARANTEE
The undersigned, an Eligible Guarantor Institution (as that term is defined in Rule 17Ad-15 of the Securities Exchange Act of 1934, as amended) guarantees delivery to the Subscription Agent at or prior to the Expiration Date (i) a properly completed and duly executed Rights Certificate and (ii )full payment of the subscription price for the aggregate principal amount of Notes subscribed for pursuant to the subscription Right and the Over- Subscription Privilege, if applicable, as subscription for such Notes is indicated herein and on the Rights Certificate.
Broker Assigned Control #
ION GEOPHYSICAL CORPORATION
| 1. Subscription Right | Number of Rights exercised: | __________Rights
|
| Principal amount of Notes subscribed for pursuant to the subscription Right for which you are guaranteeing delivery of the Rights Certificate and full payment: | __________ principal amount of Notes
| |
| Shares of Common Stock subscribed for pursuant to the subscription Right for which you are guaranteeing delivery of the Rights Certificate and full payment: | __________ shares of Common Stock
| |
| Payment to be made in connection with subscription Right (for the Notes): | $__________ (Notes X $3.34, the subscription price)
| |
| Payment to be made in connection with subscription Right (for the Common Stock): | $__________ (Shares X $2.57, the subscription price)
| |
| Total Payment to be made in connection with subscription Right: | $__________
| |
2. Over-Subscription Privilege | Principal amount of Notes subscribed for pursuant to the Over-Subscription Privilege for which you are guaranteeing delivery of the Rights Certificate and full payment (subject to proration):
| __________ principal amount of Notes
|
Shares of Common Stock subscribed for pursuant to the Over-Subscription Privilege for which you are guaranteeing delivery of the Rights Certificate and full payment (subject to proration):
| __________ shares of Common Stock
| |
| Payment to be made in connection with Over-Subscription Privilege: | $__________ (Notes X $3.34, the subscription price) + (Shares of Common Stock x $2.57)
| |
| 3. Totals | Total number of Rights exercised: | __________Rights
|
Total principal amount of Notes subscribed for pursuant to the subscription Right and Over- Subscription Privilege for which you are guaranteeing delivery of the Rights Certificate and full payment:
| __________ principal amount of Notes
| |
Total number of shares of Common Stock subscribed for pursuant to the subscription Right and Over-Subscription Privilege for which you are guaranteeing delivery of the Rights Certificate and full payment:
| __________ shares of Common Stock
| |
| Total payment to be made: | $__________
| |
| 4. Method of Delivery (Check one): |
¨ Through the Depository Trust Company (“DTC”)
¨ Direct to [●], as the Subscription Agent.
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Please assign above a unique control number for each guarantee submitted. This number needs to be referenced on any direct delivery or any delivery through DTC.
| Name of Firm | ||
| Authorized Signature | ||
| Name (Please print or type) | ||
| Title: | ||
| DTC Participant Number | ||
| Contact Name | ||
| Address | ||
| City | State | Zip Code |
| Phone Number | ||
| Date | ||
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