0001387131-14-001058 Sample Contracts

AGREEMENT NOT-TO-COMPETE
Non-Compete Agreement • March 26th, 2014 • Geospatial Corp • Services-engineering, accounting, research, management • Pennsylvania

This Agreement Not-To-Compete (the “Agreement”) is made and entered into as of March 13, 2008, by and between Geospatial Mapping Systems, Inc., a Delaware corporation (the “Company”) and Thomas R. Oxenreiter (the “Employee”).

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EMPLOYMENT AGREEMENT
Employment Agreement • March 26th, 2014 • Geospatial Corp • Services-engineering, accounting, research, management

THIS AGREEMENT (“Agreement”), by and between GEOSPATIAL CORPORATION, a Nevada Corporation (the “Company”), and Thomas R. Oxenreiter (the “Executive”) is entered into as of OCTOBER 18th, 2013 (the “Employment Date”). In consideration of the mutual covenants set forth herein, the Company and the Executive hereby agree as follows:

GEOSPATIAL CORPORATION STOCK APPRECIATION RIGHTS AGREEMENT
Stock Appreciation Rights Agreement • March 26th, 2014 • Geospatial Corp • Services-engineering, accounting, research, management • Nevada

This Stock Appreciation Rights Agreement (this “Agreement”) is made and entered into as of October 18, 2013 by and between GEOSPATIAL CORPORATION, a Nevada corporation (the “Company”) and Troy Taggart (the “Participant”).

GEOSPATIAL MAPPING SYSTEMS, INC. NONQUALIFIED STOCK OPTION AGREEMENT
Nonqualified Stock Option Agreement • March 26th, 2014 • Geospatial Corp • Services-engineering, accounting, research, management • 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 Mark A. Smith (the “Participant”). Any term capitalized but not defined in this Agreement will have the meaning set forth in the Geospatial Mapping Systems, Inc. 2007 Stock Option Plan (the “Plan”).

MUTUAL RELEASE AND SETTLEMENT AGREEMENT
Mutual Release and Settlement Agreement • March 26th, 2014 • Geospatial Corp • Services-engineering, accounting, research, management

THIS MUTUAL RELEASE AND SETTLEMENT AGREEMENT (the “Agreement”) is made and entered into as of May 10th, 2013, by and between GEOSPATIAL HOLDINGS, INC., a Nevada corporation (“Geospatial”), GEOSPATIAL MAPPING SYSTEMS, INC., a Delaware corporation (“GMS”), REDUCT N.V., a company organized and existing under the laws of Belgium (“Reduct”) and DELTA NETWORKS, S.A., a company incorporated under the laws of Luxemburg (“Delta”). Geospatial, GMS, Reduct and Delta are collectively referred to herein as the “Parties”, and are individually referred to herein as a “Party”.

CONVERSION AGREEMENT
Conversion Agreement • March 26th, 2014 • Geospatial Corp • Services-engineering, accounting, research, management • Pennsylvania

This Conversion Agreement (“Agreement”) is made and entered into as of August 20, 2013, by and among Geospatial Holdings, Inc., a Nevada corporation (the “Company”), Geospatial Mapping Systems, Inc., a Delaware corporation and a wholly-owned subsidiary of the Company (“GMS”) and Thomas R. Oxenreiter, Chief Financial Officer of the Company (“Oxenreiter”).

SETTLEMENT AGREEMENT
Settlement Agreement • March 26th, 2014 • Geospatial Corp • Services-engineering, accounting, research, management • Pennsylvania

This SETTLEMENT AGREEMENT (the “Agreement”) is dated this 25th day of May, 2012 and is by and between Joseph Timothy Nippes, an adult individual with an address at 809 Smith Road, Homer City, PA 15748 (“Nippes”), Daniel A. Bradley, Jr.¸ an adult individual with an address at 6934 W Planada Lane, Glendale, Arizona 85310 (“Bradley”), Christina Sherwood, an adult individual with an address at 1227 D Gemini Drive, Annapolis, Maryland 21403 (“Sherwood”), Joseph A Lane, an adult individual with an address at 3099 Winnebago Drive, Sedalia, Colorado 80135 (“Lane”), Ronald Peterson, an adult individual with an address at 1501 Shirkey Avenue, Richmond, Missouri 64085(“Peterson”), Timothy Story, an adult individual with an address at 9155 Bent Tree Drive, Peoria, Arizona 85383(“Story”) and Linda Ward an adult individual with an address at 4113 Tartan Court, Murrysville, Pennsylvania 15668 (“Ward; together with Nippes, Bradley, Sherwood, Lane, Peterson and Story, the “Claimants” and sometimes each

LEASE AGREEMENT
Lease Agreement • March 26th, 2014 • Geospatial Corp • Services-engineering, accounting, research, management • 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”).

MUTUAL TERMINATION AND RELEASE AGREEMENT
Mutual Termination and Release Agreement • March 26th, 2014 • Geospatial Corp • Services-engineering, accounting, research, management

THIS MUTUAL TERMINATIONAND RELEASE AGREEMENT (the "Agreement") is made and entered into effective February 28, 2013, by and between GEOSPATIAL HOLDINGS, INC., a Nevada corporation ("Geospatial"), and TIMOTHY F. SUTHERLAND, THOMAS J. RIDGE, PACE GLOBAL ENERGY SERVICES, LLC, PACE FINANCIAL SERVICES, LLC, and RIDGE GLOBAL, LLC (collectively, the "Pace Group"). Geospatial and the Pace Group are collectively referred to herein as the "Parties", and Geospatial and the Pace Group are individually referred to herein as a "Party".

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