AGREEMENT NOT-TO-COMPETENon-Compete Agreement • May 1st, 2008 • Geospatial Holdings, Inc. • Services-direct mail advertising services • Pennsylvania
This Agreement Not-To-Compete (the “Agreement”) is made and entered into as of December 1, 2007, by and between Geospatial Mapping Systems, Inc., a Delaware corporation (the “Company”) and Richard Nieman (the “Employee”). Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Employment Agreement dated as of even date herewith between the Company and the Employee (the “Employment Agreement”).
EMPLOYMENT AGREEMENT BETWEEN MARK A. SMITH AND GEOSPATIAL MAPPING SYSTEMS, INC.Employment Agreement • May 1st, 2008 • Geospatial Holdings, Inc. • Services-direct mail advertising services • Pennsylvania
THIS AGREEMENT (“Agreement”), by and between GEOSPATIAL MAPPING SYSTEMS, INC., a Delaware corporation (the “Company”), and Mark A. Smith (the “Executive”) is entered into as of December 1, 2007 (the “Employment Date”). In consideration of the mutual covenants set forth herein, the Company and the Executive hereby agree as follows:
GEOSPATIAL MAPPING SYSTEMS, INC. NONQUALIFIED STOCK OPTION AGREEMENTNonqualified Stock Option Agreement • May 1st, 2008 • Geospatial Holdings, Inc. • Services-direct mail advertising services • Delaware
This OPTION AWARD AGREEMENT (“Agreement”) is dated effective December 1, 2007 (the “Grant Date”), and is between Geospatial Mapping Systems, Inc., a Delaware corporation (the “Company”), and Linda Ward (the “Participant”).
EXCLUSIVE LICENSE AND DISTRIBUTION AGREEMENTExclusive License and Distribution Agreement • May 1st, 2008 • Geospatial Holdings, Inc. • Services-direct mail advertising services
THIS EXCLUSIVE LICENSE AND DISTRIBUTION AGREEMENT (the “Agreement”) is made as of the 3rd day of August, 2006, by and between REDUCT NV (further called “Company”), a company organised and existing under the laws of Belgium with registered office at Satenrozen la, Box 2, 2550 Kontich, Belgium, and GEOSPAT1AL MAPPING SYSTEMS, INC., a company incorporated under the laws of the state of Delaware, with registered office at 229 Howes Run Road, Sarver, Pennsylvania, USA 16055 (further called “Geospatial”), the Company and Geospatial agree as follows:
AGREEMENTEmployment Agreement • May 1st, 2008 • Geospatial Holdings, Inc. • Services-direct mail advertising services • Pennsylvania
This Employment Agreement is entered into this 8 day of JANUARY, 2007, by and between Geospatial Mapping Systems Inc. having a place of business at 229 Howes Run Road, Sarver, Pennsylvania 16055 (“Geospatial”) and LINDA M. WARD (“EMPLOYEE”).
LEASE AGREEMENTLease Agreement • May 1st, 2008 • Geospatial Holdings, Inc. • Services-direct mail advertising services • Pennsylvania
This lease agreement entered into on May 1st, 2006 between Mark A. Smith residing at 1001 Carlisle Street, Natrona Heights, PA 15065 (hereinafter “Lessor”) and Geospatial Mapping Systems, Inc. a Delaware Corporation, having its principal place of business at 229 Howes Run Road, Sarver, PA 16055, (hereinafter “Lessee”).
AGREEMENTReverse Merger Agreement • May 1st, 2008 • Geospatial Holdings, Inc. • Services-direct mail advertising services
This Agreement is made as of the 6th day of June, 2007 by and between REDUCT NV (further called “Company”), a company organised and existing under the laws of Belgium with registered office at 42 Molenberglei, 2627 Schelle, Belgium, and GEOSPATIAL MAPPING SYSTEMS, INC., a company incorporated under the laws of the state of Delaware, with registered office at 229 Howes Run Road, Sarver, Pennsylvania, USA 16055 (further called “Geospatial”). The Company and Geospatial agree as follows:
TO WHOM IT MAY CONCERNExclusive License and Distribution Agreement • May 1st, 2008 • Geospatial Holdings, Inc. • Services-direct mail advertising services
To clarify our understanding of the Exclusive License and Distribution Agreement (the “Agreement”) dated August 3, 2006 between Reduct NV and Geospatial Mapping Systems, Inc. (“Geospatial”) and the two successive addenda dated December 21st, 2007 and March 21st, 2008, we confirm that should Geospatial fail to pay Exclusivity fees as defined in Schedule 3.1 of the Agreement other than payments already agreed, or should Geospatial fail to achieve at least 70% of its Intercompany Sales as defined in Schedule 3.1 of the Agreement, Geospatial will be able to use the systems in its possession freely and Reduct will continue to service those systems under normal commercial conditions. In case Reduct appoints a new or additional US distributor, we expect that Geospatial will be able to, directly or indirectly, purchase further Reduct systems.
AMENDMENT No. 2 TO EXCLUSIVE LICENSE AND DISTRIBUTION AGREEMENTExclusive License and Distribution Agreement • May 1st, 2008 • Geospatial Holdings, Inc. • Services-direct mail advertising services
This Amendment No. 2 (“Amendment”) to that Exclusive License and Distribution Agreement (the “License Agreement”) entered into as of the 3rd day of August, 2006, by and between REDUCT NV, a company organized and existing under the laws of Belgium, with registered office at Molenberglei 42, 2627 Schelle, Belgium (the “Company”), and GEOSPATIAL MAPPING SYSTEMS, INC., a corporation incorporated under the laws of the State of Delaware, USA, with registered office at 229 Howes Run Road, Sarver, Pennsylvania USA 16055 (“Geospatial”), as modified and extended by that Agreement entered into as of the 6th day June, 2007, by and among the Company, Geospatial and, for the limited purposes set forth therein, DELTA NETWORKS LIMITED SA, and a company incorporated under the laws of Luxembourg and the owner of the outstanding capital stock of the Company (“Delta Networks”), (the “Extension Agreement” and together with the License Agreement, the “Agreement”), and as modified by amendment No 1 entered i
AMENDMENT No. 1 TO EXCLUSIVE LICENSE AND DISTRIBUTION AGREEMENTExclusive License and Distribution Agreement • May 1st, 2008 • Geospatial Holdings, Inc. • Services-direct mail advertising services
This Amendment No. 1 (“Amendment”) to that Exclusive License and Distribution Agreement (the “License Agreement”) entered into as of the 3rd day of August, 2006, by and between REDUCT NV, a company organized and existing under the laws of Belgium, with registered office at Satenrozen la, Box 2, 2550 Kontich, Belgium (the “Company”), and GEOSPATIAL MAPPING SYSTEMS, INC., a corporation incorporated under the laws of the State of Delaware, USA, with registered office at 229 Howes Run Road, Sarver, Pennsylvania USA 16055 (“Geospatial”) as modified and extended by that Agreement entered into as of the 6th day June, 2007, by and among the Company, Geospatial and, for the limited purposes set forth therein, and Mark A. Smith (“Smith”) (the “Extension Agreement” and together with the License Agreement, the “Agreement”), is entered as of December 21, 2007 (the “Effective Date”) by and among Company, Geospatial and, for the limited purposes described herein, Delta Networks and Smith. Any capital
DISTRIBUTION AGREEMENT FOR GEOSPATIAL MAPPING SYSTEMS, INC. Geospatial Smart Probe Pipeline Mapping TechnologyDistribution Agreement • May 1st, 2008 • Geospatial Holdings, Inc. • Services-direct mail advertising services
THIS AGREEMENT is made this 19th day of December 2007 by and between Geospatial Mapping Systems, Inc. , a company duly organized under the laws of the State of Delaware, whose registered office is at 229 Howes Run Road, Sarver, PA 16055, its designees, successors, affiliates or assignees (“Geospatial”) and HMIM, Inc., a company duly organized under the laws of Louisiana whose principal office is located at 200 Mariner’s Blvd. – Suite 203 Mandeville, LA 70448. (“Distributor”) .
