WARRANT FOR THE PURCHASE OF SHARES OF COMMON STOCK OF GEOSPATIAL HOLDINGS, INC.Geospatial Holdings, Inc. • November 4th, 2009 • Services-engineering, accounting, research, management • Delaware
This certifies that, for value received, subject to the terms and conditions herein set forth. David Vosbein (the “Holder”), is entitled to purchase at any time during the Exercise Period (as defined below) at the Exercise Price (as defined below) a total of 1,590,000 of common stock, par value $.001 per share (the “Common Stock”), of Geospatial Holdings, Inc., a Nevada corporation (the “Company”). The shares of Common Stock issuable upon exercise of this Warrant are referred to herein as the “Warrant Shares.” This Warrant is issued pursuant to that certain Employment Agreement, dated as of March 6, 2009, as amended by the Vosbien Warrant Agreement, dated as of October 30, 2009 by and among the Company and the Holder (the “Vosbien Warrant Agreement”). Capitalized terms not otherwise defined herein have the meanings given to such terms in the Employment Agreement.
NOTE CONVERSION AGREEMENTNote Conversion Agreement • November 4th, 2009 • Geospatial Holdings, Inc. • Services-engineering, accounting, research, management • New York
This Note Conversion Agreement (“Agreement”) is made effective as of October 30, 2009, (the “Effective Date”) by and between Geospatial Holdings, Inc., a Nevada corporation (the “Company”) and Mark A. Smith, Chairman and Chief Executive Officer of the Company (“Smith”).
NOTENote • November 4th, 2009 • Geospatial Holdings, Inc. • Services-engineering, accounting, research, management • New York
THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). NO SALE OR DISPOSITION OF THIS PROMISSORY NOTE MAY BE EFFECTED EXCEPT IN COMPLIANCE WITH RULE 144 UNDER THE SECURITIES ACT OR AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR AN EXEMPTION FROM REGISTRATION IS AVAILABLE SO THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT.
VOSBEIN WARRANT AGREEMENTVosbein Warrant Agreement • November 4th, 2009 • Geospatial Holdings, Inc. • Services-engineering, accounting, research, management
This Vosbein Warrant Agreement is entered into this 30th day of October, 2009, by and between Geospatial Holdings, Inc., a Nevada Corporation (the ”Company”) and David C. Vosbein (the “Executive”).
