GSPH / Geospatial Corporation - SEC-arkiveringar, Årsredovisning, Fullmaktsutlåtande

Geospatial Corporation
US ˙ OTCPK

Grundläggande statistik
CIK 1011395
SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis. These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to Geospatial Corporation
SEC Filings (Chronological Order)
Denna sida innehåller en komplett, kronologisk lista över SEC-arkiveringar, exklusive ägande-arkiveringar som vi tillhandahåller på andra ställen.
May 14, 2020 15-12G

- FORM 15

Form 15 MB APPROVAL OMB Number: 3235-0167 Expires: May 31, 2021 Estimated average burden hours per response 1.

March 30, 2020 8-K

Other Events

8-K 1 gs8k.htm CURRENT EVENT REPORT - FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 30, 2020 GEOSPATIAL CORPORATION (Exact name of registrant as specified in charter) Nevada 000-55937 87-0554463 (State or other jur

January 14, 2020 CORRESP

GSPH / Geospatial Corporation CORRESP - -

SEC Correspondence January 14, 2020 BY EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance Office of Trade & Services 100 F Street, N.E. Washington, D.C. 20549 Re: Geospatial Corp. Amendment No. 1 to Form 10-K for Fiscal Year Ended December 31, 2018 Filed January 6, 2020 File No. 000-55937 Gentlemen: On behalf of Geospatial Corp., a Nevada corporation (the “Company”), we

January 14, 2020 10-K/A

Annual Report - FORM 10-K/A - AMENDMENT

Form 10-K/A - Amendment UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.

January 6, 2020 10-K/A

Annual Report - FORM 10-K/A - AMENDMENT

Form 10-K/A - Amendment UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.

January 6, 2020 CORRESP

GSPH / Geospatial Corporation CORRESP - -

CORRESP 1 filename1.htm January 6, 2020 BY EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance Office of Trade & Services 100 F Street, N.E. Washington, D.C. 20549 Re: Geospatial Corp. Form 10-K for Fiscal Year Ended December 31, 2018 Filed April 16, 2019 File No. 000-55937 Gentlemen: On behalf of Geospatial Corp., a Nevada corporation (the “Company”), we are herewith fil

November 18, 2019 10-Q

Quarterly Report - GEOSPATIAL CORPORATION - FORM 10-Q SEC FILING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED: September 30, 2019 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 for the transition period from to COMMISSION FILE NUMBER: 000-55937 GEOSPATIAL CORPORATION (Exact name of registrant as specified in its charter) Nevada 87-0554463 (State or other jurisdiction of incorporation or organization) (I.

November 15, 2019 NT 10-Q

GSPH / Geospatial Corporation NT 10-Q - - NOTIFICATION OF LATE 10-Q FILING

Notification of Late 10-Q filing UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

August 19, 2019 10-Q

GEOSPATIAL CORPORATION - 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED: June 30, 2019 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 for the transition period from to COMMISSION FILE NUMBER: 000-55937 GEOSPATIAL CORPORATION (Exact name of registrant as specified in its charter) Nevada 87-0554463 (State or other jurisdiction of incorporation or organization) (I.

August 19, 2019 EX-10.1

Termination of Employment Agreement and Waiver of Rights among Geospatial Corporation, Mark Smith, and David Truitt dated June 6, 2019

EX-10.1 2 gsex10z1.htm TERMINATION OF EMPLOYMENT AGREEMENT AND WAIVER OF RIGHTS EHXIBIT 10.1 TERMINATION OF EMPLOYMENT AGREEMENT AND WAIVER OF RIGHTS This Agreement (“Agreement”) is entered into by and between Geospatial Corporation, a Nevada corporation (the “Company”), Mark Smith (“Smith”), and David Truitt (“Truitt”) and is effective as of June 6, 2019. The Company, Smith and Truitt shall colle

August 19, 2019 EX-10.2

Termination of Employment Agreement between Geospatial Corporation and Thomas Oxenreiter dated July 18, 2019

EX-10.2 3 gsex10z2.htm TERMINATION OF EMPLOYMENT AGREEMENT EXHIBIT 10.2 TERMINATION OF EMPLOYMENT AGREEMENT This Termination of Employment Agreement (“Agreement”) is entered into as of July 18, 2019 by and between Geospatial Corporation, a Nevada corporation (the “Company”), and Thomas Oxenreiter (“Oxenreiter”), an employee of the Company who is currently serving as the CFO of the Company. The Com

August 14, 2019 NT 10-Q

GSPH / Geospatial Corporation NT 10-Q - - NOTIFICATION OF LATE 10-Q FILING

Notification of Late 10-Q filing UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

June 12, 2019 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

Current Event Report - Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.

May 20, 2019 10-Q

GEOSPATIAL CORPORATION - 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED: March 31, 2019 OR □TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 for the transition period from to COMMISSION FILE NUMBER: 000-55937 GEOSPATIAL CORPORATION (Exact name of registrant as specified in its charter) NEVADA 870554463 (State or other jurisdiction of incorporation or organization) (I.

May 15, 2019 NT 10-Q

GSPH / Geospatial Corporation NT 10-Q NOTIFICATION OF LATE 10-Q FILING

NT 10-Q 1 gsnt10q.htm NOTIFICATION OF LATE 10-Q FILING UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SEC File Number 000-55937 CUSIP Number 37364F108 FORM 12b-25 NOTIFICATION OF LATE FILING (Check One) ¨ Form 10-K ¨ Form 20-F ¨ Form 11-K x Form 10-Q ¨ Form 10-D ¨ Form N-SAR ¨ Form N-CSR For period ended: March 31, 2019 ¨ Transition Report on Form 10-K ¨ Transition Report

April 16, 2019 10-K

GSPH / Geospatial Corporation GEOSPATIAL CORPORATION - FORM 10-K SEC FILING (Annual Report)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED: DECEMBER 31, 2018 OR ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 COMMISSION FILE NUMBER: 333-04066 GEOSPATIAL CORPORATION (Exact name of registrant as specif

April 16, 2019 EX-10.39

Secured Promissory Note and Amendment to the Prior Secured Promissory Notes by and among Geospatial Corporation, Geospatial Mapping Systems, Inc., and David Truitt, dated March 6, 2019

EX-10.39 2 gsex10z39.htm SECURED PROMISSORY NOTE AND AMENDMENT EXHIBIT 10.39 SECURED PROMISSORY NOTE AND AMENDMENT TO THE PRIOR SECURED PROMISSORY NOTES $100,000March 6, 2019 IN EXCHANGE FOR THE FUNDS RECEIVED, GEOSPATIAL CORPORATION (the “Borrower”), and its wholly owned subsidiary, Geospatial Mapping Systems, Inc. (“GMS”), promise to pay to the order of David Truitt, an individual residing in th

April 1, 2019 NT 10-K

GSPH / Geospatial Corporation NOTIFICATION OF LATE 10-K FILING

NT 10-K 1 gsnt10k.htm NOTIFICATION OF LATE 10-K FILING UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check one): xForm 10-K oForm 20-F oForm 11-K oForm 10-Q o Form N-SAR oForm N-CSR For Period Ended: December 31, 2018 oTransition Report on Form 10-K oTransition Report on Form 20-F oTransition Report on Form 11-K oTransition Report on

November 19, 2018 10-Q

GEOSPATIAL CORPORATION - 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED: September 30, 2018 OR □TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 for the transition period from to COMMISSION FILE NUMBER: 000-55937 GEOSPATIAL CORPORATION (Exact name of registrant as specified in its charter) NEVADA 870554463 (State or other jurisdiction of incorporation or organization) (I.

November 15, 2018 NT 10-Q

GSPH / Geospatial Corporation NOTIFICATION OF LATE FILING

NT 10-Q 1 gsnt10q.htm NOTIFICATION OF LATE FILING UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SEC File Number 000-55937 CUSIP Number 37364F108 FORM 12b-25 NOTIFICATION OF LATE FILING (Check One) ¨ Form 10-K ¨ Form 20-F ¨ Form 11-K x Form 10-Q ¨ Form 10-D ¨ Form N-SAR ¨ Form N-CSR For period ended: September 30, 2018 ¨ Transition Report on Form 10-K ¨ Transition Report o

August 20, 2018 EX-10.1

Agreement to Amend Notes and Security Agreements among Geospatial Corporation, Geospatial Mapping Systems, Inc., and David M. Truitt dated June 15, 2015

Agreement to amend notes and security agreements AGREEMENT TO AMEND NOTES AND SECURITY AGREEMENTS This Agreement to Amend Notes and Security Agreements ("Agreement") is dated and effective as of June 15, 2018, by and between Geospatial Corporation, a Nevada corporation (the "Company"), and the Company's wholly-owned subsidiary, Geospatial Mapping Systems, Inc.

August 20, 2018 EX-10.2

Non-Statutory Stock Option between Geospatial Corporation and Mark A. Smith dated May 10, 2018

Non-statutory stock option GEOSPATIAL CORPORATION NON-STATUTORY STOCK OPTION OF Mark Smith This Non-Statutory Option (this “Option”) is granted to the person named above by Geospatial Corporation (the “Corporation”) as of this 10th day of May 2018, the date this Option was granted.

August 20, 2018 EX-10.4

Non-Statutory Stock Option between Geospatial Corporation and Thomas R. Oxenreiter dated May 10, 2018

Non-statutory stock option GEOSPATIAL CORPORATION NON-STATUTORY STOCK OPTION OF Thomas Oxenreiter This Non-Statutory Option (this “Option”) is granted to the person named above by Geospatial Corporation (the “Corporation”) as of this 10th day of May, 2018, the date this Option was granted.

August 20, 2018 10-Q

GEOSPATIAL CORPORATION - 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED: June 30, 2018 OR □TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 for the transition period from to COMMISSION FILE NUMBER: 000-55937 GEOSPATIAL CORPORATION (Exact name of registrant as specified in its charter) NEVADA 870554463 (State or other jurisdiction of incorporation or organization) (I.

August 20, 2018 EX-10.3

Non-Statutory Stock Option between Geospatial Corporation and Troy G. Taggart dated May 10, 2018 (incorporated by reference to Exhibit 10.3 of the Company’s Quarterly Report on Form 10-Q dated August 20, 2018)

Non-statutory stock option GEOSPATIAL CORPORATION NON-STATUTORY STOCK OPTION OF Troy Taggart This Non-Statutory Option (this “Option”) is granted to the person named above by Geospatial Corporation (the “Corporation”) as of this 10th day of May, 2018, the date this Option was granted.

August 14, 2018 NT 10-Q

GSPH / Geospatial Corporation NOTIFICATION OF LATE 10-Q FILING

Notification of late 10-Q filing UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check one): oForm 10-K oForm 20-F oForm 11-K x Form 10-Q o Form N-SAR oForm N-CSR For Period Ended: June 30, 2018 oTransition Report on Form 10-K oTransition Report on Form 20-F oTransition Report on Form 11-K oTransition Report on Form 10-Q oTransition Report on Form N-SAR For the Transition Period Ended: Nothing in this form shall be construed to imply that the Commission has verified any information contained herein.

May 23, 2018 8-A12G

GSPH / Geospatial Corporation FORM 8-A

8-A12G 1 gc8a12g.htm FORM 8-A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 GEOSPATIAL CORPORATION (Exact name of registrant as specified in its charter) Nevada 87-0554463 (State of incorporation or organization) (I.R.S. Employer Identificatio

May 15, 2018 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q ☒QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED: March 31, 2018 OR □TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 COMMISSION FILE NUMBER: 333-04066 GEOSPATIAL CORPORATION (Exact name of registrant as specified in its charter) NEVADA 870554463 (State or other jurisdiction of incorporation or organization) (I.

April 16, 2018 10-K

GSPH / Geospatial Corporation GEOSPATIAL CORP - FORM 10-K SEC FILING (Annual Report)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED: DECEMBER 31, 2017 OR ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 COMMISSION FILE NUMBER: 333-04066 GEOSPATIAL CORPORATION (Exact name of registrant as specif

April 3, 2018 NT 10-K

GSPH / Geospatial Corporation NOTIFICATION OF LATE FILING

Notification of Late Filing UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check one): xForm 10-K oForm 20-F oForm 11-K oForm 10-Q o Form N-SAR oForm N-CSR For Period Ended: December 31, 2017 oTransition Report on Form 10-K oTransition Report on Form 20-F oTransition Report on Form 11-K oTransition Report on Form 10-Q oTransition Report on Form N-SAR For the Transition Period Ended: Nothing in this form shall be construed to imply that the Commission has verified any information contained herein.

November 20, 2017 10-Q

GEOSPATIAL CORPORATION - 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q ☒QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED: SEPTEMBER 30, 2017 OR □TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 COMMISSION FILE NUMBER: 333-04066 GEOSPATIAL CORPORATION (Exact name of registrant as specified in its charter) NEVADA 870554463 (State or other jurisdiction of incorporation or organization) (I.

November 15, 2017 NT 10-Q

GSPH / Geospatial Corporation NOTIFICATION OF LATE FILING

Notification of Late Filing UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check one): oForm 10-K oForm 20-F oForm 11-K x Form 10-Q o Form N-SAR oForm N-CSR For Period Ended: September 30, 2017 oTransition Report on Form 10-K oTransition Report on Form 20-F oTransition Report on Form 11-K oTransition Report on Form 10-Q oTransition Report on Form N-SAR For the Transition Period Ended: Nothing in this form shall be construed to imply that the Commission has verified any information contained herein.

September 13, 2017 8-K

Current Report

8-K 1 gs8k.htm FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of Earliest Event Reported): August 31, 2017 Geospatial Corporation (Exact Name of Registrant as Specified in its Charter) Nevada 333-04066 87-0554463 (State or other jurisdiction of incor

September 13, 2017 EX-10.1

Agreement and Amendment dated August 31, 2017, by and between Geospatial Corporation and David M. Truitt (incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K dated as of August 31, 2017)

EX-10.1 2 gsex10z1.htm AGREEMENT AND AMENDMENT EXHIBIT 10.1 AGREEMENT AND AMENDMENT THIS AGREEMENT AND AMENDMENT ("Agreement") is dated as of August 31, 2017, by and between Geospatial Corporation, a Nevada corporation (the "Company"), and David M. Truitt, an individual resident of Virginia ("Purchaser"). The Company and the Purchaser are collectively referred to as the “Parties”. RECITALS: WHEREA

August 14, 2017 10-Q

GSPH / Geospatial Corporation GEOSPATIAL CORP - FORM 10-Q SEC FILING (Quarterly Report)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q ☒QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED: JUNE 30, 2017 OR □TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 COMMISSION FILE NUMBER: 333-04066 GEOSPATIAL CORPORATION (Exact name of registrant as specified in its charter) NEVADA (State or other jurisdiction of incorporation or organization) 870554463 (I.

May 16, 2017 NT 10-Q

Geospatial NOTICE OF LATE FILING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check one): ? Form 10-K ? Form 20-F ? Form 11-K ? Form 10-Q ? Form N-SAR ? Form N-CSR For Period Ended: March 31, 2017 ? Transition Report on Form 10-K ? Transition Report on Form 20-F ? Transition Report on Form 11-K ? Transition Report on Form 10-Q ? Transition Report on Form N-SAR For the Transition Period Ended: Nothing in this form shall be construed to imply that the Commission has verified any information contained herein.

May 16, 2017 10-Q

Geospatial Corporation 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED: MARCH 31, 2017 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 COMMISSION FILE NUMBER: 333-04066 GEOSPATIAL CORPORATION (Exact name of registrant as specified in its charter) NEVADA 87-0554463 (State or other jurisdiction of incorporation or organization) (I.

April 14, 2017 EX-10.39

Note and Warrant Purchase Agreement dated December 14, 2016 by and between Geospatial Corporation and David M. Truitt

EX-10.39 4 ex10-39.htm NOTE AND WARRANT PURCHASE AGREEMENT Geospatial Corporation - 10-K Exhibit 10.39 NOTE AND WARRANT PURCHASE AGREEMENT THIS NOTE AND WARRANT PURCHASE AGREEMENT (the “Agreement”) is dated as of December 14, 2016, by and between Geospatial Corporation, a Nevada corporation (the “Company”), and David M. Truitt, an individual resident of Virginia (the “Purchaser”). RECITALS: WHEREA

April 14, 2017 EX-4.5

Series C Convertible Preferred Stock Specimen Certificate *

Geospatial Corporation - 10-K Exhibit 4.5

April 14, 2017 10-K

Geospatial Corporation - 10-K

10-K 1 gsph-10k123116.htm ANNUAL REPORT UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED: DECEMBER 31, 2016 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 COMMISSION FILE NUMBER: 333-04066 GEOSPATIAL CORPORA

April 14, 2017 EX-10.38

Warrant Exercise and Note Repayment Agreement dated November 7, 2016 by and between Geospatial Corporation and David M. Truitt

Geospatial Corporation - 10-K Exhibit 10.38 WARRANT EXERCISE AND NOTE REPAYMENT AGREEMENT THIS WARRANT EXERCISE AND NOTE REPAYMENT AGREEMENT (The “Agreement”) is dated as of November 7, 2016, by and between Geospatial Corporation, a Nevada corporation (the “Company”), and David M. Truitt, an individual resident of Virginia (“Purchaser”). RECITALS: WHEREAS, the Company issued and sold to Purchaser

April 3, 2017 NT 10-K

Geospatial NOTIFICATION OF EXTENSION

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check one): ? Form 10-K ? Form 20-F ? Form 11-K ? Form 10-Q ? Form N-SAR ? Form N-CSR For Period Ended: December 31, 2016 ? Transition Report on Form 10-K ? Transition Report on Form 20-F ? Transition Report on Form 11-K ? Transition Report on Form 10-Q ? Transition Report on Form N-SAR For the Transition Period Ended: Nothing in this form shall be construed to imply that the Commission has verified any information contained herein.

January 31, 2017 8-K

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of Earliest Event Reported): January 31, 2017 Geospatial Corporation (Exact Name of Registrant as Specified in its Charter) Nevada 333-04066 87-0554463 (State or other jurisdiction of incorporation) (Commission F

January 31, 2017 EX-99.1

Geospatial Corporation (OTCQB: GSPH) Releases Strategic Market Positioning Presentation

EX-99.1 2 ex99-1.htm INVESTOR PRESENTATION MATERIALS Geospatial Corporation 8-K Exhibit 99.1 Geospatial Corporation (OTCQB: GSPH) Releases Strategic Market Positioning Presentation PITTSBURGH, PA (January 31, 2017) - Geospatial Corporation (OTCQB Symbol GSPH) a leading innovator of asset management/analytics/mapping software and 3D mapping technologies, delivers Turnkey 3-D Geospatial Locational D

November 14, 2016 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q

10-Q 1 gsph-10q093016.htm QUARTERLY REPORT UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED: SEPTEMBER 30, 2016 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 COMMISSION FILE NUMBER: 333-04066 GEOSPATI

August 15, 2016 EX-10.1

Agreement and Amendment dated as of August 12, 2016 by and between Geospatial Corporation and David M. Truitt

Geospatial Corporation 10-Q Exhibit 10.1 AGREEMENT AND AMENDMENT THIS AGREEMENT AND AMENDMENT (“Agreement”) is dated as of August 12, 2016, by and between Geospatial Corporation, a Nevada corporation (the “Company”), and David M. Truitt, an individual resident of Virginia (“Purchaser”). RECITALS: WHEREAS, the Company issued and sold to Purchaser a Secured Promissory Note dated April 2, 2015 in the

August 15, 2016 EX-10.1

Agreement and Amendment dated as of August 12, 2016 by and between Geospatial Corporation and David M. Truitt

Geospatial Corporation 10-Q Exhibit 10.1 AGREEMENT AND AMENDMENT THIS AGREEMENT AND AMENDMENT (“Agreement”) is dated as of August 12, 2016, by and between Geospatial Corporation, a Nevada corporation (the “Company”), and David M. Truitt, an individual resident of Virginia (“Purchaser”). RECITALS: WHEREAS, the Company issued and sold to Purchaser a Secured Promissory Note dated April 2, 2015 in the

August 15, 2016 10-Q

Geospatial Corporation 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED: JUNE 30, 2016 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 COMMISSION FILE NUMBER: 333-04066 GEOSPATIAL CORPORATION (Exact name of registrant as specified in its charter) NEVADA (State or other jurisdiction of incorporation or organization) 87-0554463 (I.

August 15, 2016 EX-3.1

Amended Articles of Incorporation of Geospatial Corporation (incorporated by reference to Exhibit 3.1 of the Company’s Quarterly Report on Form S-1 dated August 15, 2016)

Geospatial Corporation 10-Q Exhibit 3.1

July 8, 2016 POS AM

As filed with the Securities and Exchange Commission on __________, 2016

As filed with the Securities and Exchange Commission on , 2016 Registration No. 333-194824 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON D.C. 20549 POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 GEOSPATIAL CORPORATION (Exact name of registrant as specified in its charter) Nevada 1623 87-0554463 (State or other jurisdiction of incorp

May 20, 2016 10-Q

GEOSPATIAL CORPORATION 10-Q

10-Q 1 gsph-10q033116.htm QUARTERLY REPORT UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED: March 31, 2016 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 COMMISSION FILE NUMBER: 333-04066 GEOSPATIAL

May 20, 2016 EX-10.5

Conversion Agreement dated May 18, 2016 by and among Geospatial Corporation, Geospatial Mapping Systems, Inc., and Thomas R. Oxenreiter

EX-10.5 6 ex10-5.htm CONVERSION AGREEMENT GEOSPATIAL CORPORATION 10-Q EXHIBIT 10.5 CONVERSION AGREEMENT This Conversion Agreement (“Agreement”) is made and entered into as of May 18, 2016, by and among Geospatial Corporation, 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,

May 20, 2016 EX-10.2

Conversion Agreement dated May 10, 2016, by and among Geospatial Corporation, Lowery Enterprises, LLC, and Rob Goodman

EX-10.2 3 ex10-2.htm CONVERSION AGREEMENT GEOSPATIAL CORPORATION 10-Q Exhibit 10.2 CONVERSION AGREEMENT This Conversion Agreement (“Agreement”) is made and entered into as of May 10, 2016, by and among Geospatial Corporation, a Nevada corporation (the “Company”), Lowery Enterprises, LLC (“Lowery”) and Rob Goodman (“Goodman”). RECITALS WHEREAS, Goodman is the holder of (i) an Unsecured Convertible

May 20, 2016 EX-10.4

Conversion Agreement dated May 18, 2016 by and among Geospatial Corporation, Geospatial Mapping Systems, Inc., and Troy G. Taggart

GEOSPATIAL CORPORATION 10-Q EXHIBIT 10.4 CONVERSION AGREEMENT This Conversion Agreement (“Agreement”) is made and entered into as of May 18, 2016 (the “Effective Date”), by and among Geospatial Corporation, a Nevada corporation (the “Company”), Geospatial Mapping Systems, Inc., a Delaware corporation and a wholly-owned subsidiary of the Company (“GMS”) and Troy G. Taggart, President of the Company

May 20, 2016 EX-10.3

Conversion Agreement dated May 18, 2016 by and among Geospatial Corporation, Geospatial Mapping Systems, Inc., and Mark A. Smith

EX-10.3 4 ex10-3.htm CONVERSION AGREEMENT GEOSPATIAL CORPORATION 10-Q EXHIBIT 10.3 CONVERSION AGREEMENT This Conversion Agreement (“Agreement”) is made and entered into as of May 18, 2016, by and among Geospatial Corporation, a Nevada corporation (the “Company”), Geospatial Mapping Systems, Inc., a Delaware corporation and a wholly-owned subsidiary of the Company (“GMS”) and Mark A. Smith, Chairma

May 20, 2016 EX-10.1

Conversion Agreement dated April 22, 2016, by and between Geospatial Corporation and Matthew F. Bensen

GEOSPATIAL CORPORATION 10-Q Exhibit 10.1 CONVERSION AGREEMENT This Conversion Agreement (“Agreement”) is made and entered into as of April 22, 2016, 2016, by and between Geospatial Corporation, a Nevada corporation (the “Company”), and Matthew F. Bensen (“Bensen”), a resident of the Commonwealth of Virginia. RECITALS WHEREAS, Bensen made a loan to the Company in the amount of $50,000 pursuant to a

May 16, 2016 NT 10-Q

Geospatial NOTICE OF LATE FILING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check one): ? Form 10-K ? Form 20-F ? Form 11-K ? Form 10-Q ? Form N-SAR ? Form N-CSR For Period Ended: March 31, 2016 ? Transition Report on Form 10-K ? Transition Report on Form 20-F ? Transition Report on Form 11-K ? Transition Report on Form 10-Q ? Transition Report on Form N-SAR For the Transition Period Ended: Nothing in this form shall be construed to imply that the Commission has verified any information contained herein.

April 14, 2016 EX-10.29

Stock Appreciation Rights Agreement by and between Geospatial Corporation and Thomas R. Oxenreiter dated October 23, 2015 *

Geospatial Corporation 10-K Exhibit 10.29 GEOSPATIAL CORPORATION STOCK APPRECIATION RIGHTS AGREEMENT This Stock Appreciation Rights Agreement (this “Agreement”) is made and entered into as of October 23, 2015 by and between GEOSPATIAL CORPORATION, a Nevada corporation (the “Company”) and Thomas R. Oxenreiter (the “Participant”). Grant Date: October 23, 2015 Number of SARs: 100,000 Exercise Price p

April 14, 2016 EX-10.30

Convertible Note and Warrant Purchase Agreement by and between Geospatial Corporation and Thomas R. Oxenreiter dated September 30, 2015 *

Geospatial Corporation 10-K Exhibit 10.30 CONVERTIBLE NOTE AND WARRANT PURCHASE AGREEMENT THIS CONVERTIBLE NOTE AND WARRANT PURCHASE AGREEMENT (?Agreement?) is dated as of September 30, 2015, by and among (i) Geospatial Corporation, a Nevada corporation (the ?Company?), and (ii) the persons and entities whose names are set forth on the Schedule of Purchasers attached hereto as Schedule A (such per

April 14, 2016 10-K

Geospatial Corporation 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED: DECEMBER 31, 2015 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 COMMISSION FILE NUMBER: 333-04066 GEOSPATIAL CORPORATION (Exact name of registrant as specif

April 14, 2016 EX-10.26

Agreement and Amendment dated January 27, 2016 by and between Geospatial Corporation and David Truitt *

Geospatial Corporation 10-K Exhibit 10.26 AGREEMENT AND AMENDMENT THIS AGREEMENT AND AMENDMENT (“Agreement”) is dated as of January 27, 2016, by and between Geospatial Corporation, a Nevada corporation (the “Company”), and David M. Truitt, an individual resident of Virginia (“Purchaser”). RECITALS: WHEREAS, the Company and Purchaser are parties to a Note and Warrant Purchase Agreement dated as of

April 14, 2016 EX-10.28

Stock Appreciation Rights Agreement by and between Geospatial Corporation and Troy G. Taggart dated October 23, 2015 *

Geospatial Corporation 10-K Exhibit 10.28 GEOSPATIAL CORPORATION STOCK APPRECIATION RIGHTS AGREEMENT This Stock Appreciation Rights Agreement (this “Agreement”) is made and entered into as of October 23, 2015 by and between GEOSPATIAL CORPORATION, a Nevada corporation (the “Company”) and Troy G. Taggart (the “Participant”). Grant Date: October 23, 2015 Number of SARs: 100,000 Exercise Price per SA

April 14, 2016 EX-10.31

Convertible Note and Warrant Purchase Agreement by and between Geospatial Corporation and Thomas R. Oxenreiter dated October 15, 2015 *

Geospatial Corporation 10-K Exhibit 10.31 CONVERTIBLE NOTE AND WARRANT PURCHASE AGREEMENT THIS CONVERTIBLE NOTE AND WARRANT PURCHASE AGREEMENT (?Agreement?) is dated as of October 13, 2015, by and among (i) Geospatial Corporation, a Nevada corporation (the ?Company?), and (ii) the persons and entities whose names are set forth on the Schedule of Purchasers attached hereto as Schedule A (such perso

April 14, 2016 EX-10.27

Settlement Agreement, General Release and Waiver of Claims dated February 24, 2016 by and among Edward R. Camp, Jr., Select Analytics LLC, and Geospatial Corporation *

Geospatial Corporation 10-K Exhibit 10.27 SETTLEMENT AGREEMENT, GENERAL RELEASE AND WAIVER OF CLAIMS This SETTLEMENT AGREEMENT, GENERAL RELEASE AND WAIVER OF CLAIMS (the ?Agreement?) is entered into this 24th day of February, 2016 (?Effective Date?), by and between EDWARD R. CAMP, JR (?Camp?), SELECT ANALYTICS LLC (?Select Analytics?), and GEOSPATIAL CORPORATION (?Geospatial?). Camp, Select Analyt

March 31, 2016 NT 10-K

Geospatial NOTICE OF LATE FILING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check one): xForm 10-K oForm 20-F oForm 11-K oForm 10-Q o Form N-SAR oForm N-CSR For Period Ended: December 31, 2015 oTransition Report on Form 10-K oTransition Report on Form 20-F oTransition Report on Form 11-K oTransition Report on Form 10-Q oTransition Report on Form N-SAR For the Transition Period Ended: Nothing in this form shall be construed to imply that the Commission has verified any information contained herein.

March 22, 2016 EX-10.1

Preferred Stock Purchase Agreement dated March 16, 2016 by and between Geospatial Corporation and David Truitt (incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K dated as of March 16, 2016)

Geospatial Corporation 8-K Exhibit 10.1 PREFERRED STOCK PURCHASE AGREEMENT THIS PREFERRED STOCK PURCHASE AGREEMENT (?Agreement?) is dated as of March 16, 2016, by and between Geospatial Corporation, a Nevada corporation (the ?Company?), and David Truitt, an individual resident of Virginia (?Purchaser?). RECITALS: WHEREAS, the Company desires to issue and sell to Purchaser 1,250,000 Shares (the ?Sh

March 22, 2016 EX-3.1

Certificate of Designations, Powers, Preferences and Rights of Series C Convertible Preferred Stock dated March 16, 2016 (incorporated by reference to Exhibit 3.1 of the Company’s Current Report on Form 8-K dated as of March 16, 2016)

Geospatial Corporation 8-K Exhibit 3.1 Certificate of the Designations, Powers, Preferences and Rights of the Series C Convertible Preferred Stock of Geospatial Corporation Pursuant to Section 78.1955 of the Nevada Revised Statutes Geospatial Corporation, a corporation organized and existing under the laws of the State of Nevada (the ?Company?), by its Chief Executive Officer. DOES HEREBY CERTIFY:

March 22, 2016 8-K

Geospatial Corporation 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of Earliest Event Reported): March 16, 2016 Geospatial Corporation (Exact Name of Registrant as Specified in its Charter) Nevada 333-04066 87-0554463 (State or other jurisdiction of incorporation) (Commission Fil

November 20, 2015 10-Q

GEOSPATIAL CORPORATION 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED: SEPTEMBER 30, 2015 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 COMMISSION FILE NUMBER: 333-04066 GEOSPATIAL CORPORATION (Exact name of registrant

November 16, 2015 NT 10-Q

Geospatial NOTICE OF LATE FILING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check one): ? Form 10-K ? Form 20-F ? Form 11-K ? Form 10-Q ? Form N-SAR ? Form N-CSR For Period Ended: September 30, 2015 ? Transition Report on Form 10-K ? Transition Report on Form 20-F ? Transition Report on Form 11-K ? Transition Report on Form 10-Q ? Transition Report on Form N-SAR For the Transition Period Ended: Nothing in this form shall be construed to imply that the Commission has verified any information contained herein.

November 4, 2015 EX-99.1

Geospatial Corporation Named Google for Work Partner

GEOSPATIAL CORPORATION 8-K Exhibit 99.1 News Release Contact: Mark A. Smith, Chief Executive Officer Geospatial Corporation [email protected] 724-353-3400 Geospatial Corporation Named Google for Work Partner PITTSBURGH, November 4, 2015 - (OTCQB: ?GSPH?), Geospatial Corporation announced today that it has been named a Google for Work Partner ? Technology Track. Geospatial has developed

November 4, 2015 8-K

GEOSPATIAL CORPORATION 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of Earliest Event Reported): November 4, 2015 Geospatial Corporation (Exact Name of Registrant as Specified in its Charter) Nevada 333-04066 87-0554463 (State or other jurisdiction of incorporation) (Commission F

August 14, 2015 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED: JUNE 30, 2015 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 COMMISSION FILE NUMBER: 333-04066 GEOSPATIAL CORPORATION (Exact name of registrant as sp

August 6, 2015 8-K

Regulation FD Disclosure, Financial Statements and Exhibits

8-K 1 geo-8k080615.htm CURRENT REPORT UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of Earliest Event Reported): August 6, 2015 Geospatial Corporation (Exact Name of Registrant as Specified in its Charter) Nevada 333-04066 87-0554463 (State or other jurisdic

August 6, 2015 EX-99.1

Geospatial Corporation 8-K

Geospatial Corporation 8-K Exhibit 99.1 August , 2015 Investor Presentation Forward Looking Statements This investor presentation include s forward - looking statements, including management's assessment of future plans and operations , expected projects, business and development plans, capital expenditures and expected results of projects, cash flow, revenue, gross profit and earnings before inte

August 3, 2015 EX-99.1

Geospatial Corporation Announces Stock Up-Listing to the OTCQB

Geospatial Corporation 8-K Exhibit 99.1 News Release Contact: Mark A. Smith, Chief Executive Officer Geospatial Corporation [email protected] 724-353-3400 Geospatial Corporation Announces Stock Up-Listing to the OTCQB PITTSBURGH, August 3, 2015 - Geospatial Corporation (OTCQB: ?GSPH?) announced today that the Company?s stock has been up-listed and has begun trading this morning on the

August 3, 2015 8-K

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of Earliest Event Reported): August 3, 2015 Geospatial Corporation (Exact Name of Registrant as Specified in its Charter) Nevada 333-04066 87-0554463 (State or other jurisdiction of incorporation) (Commission Fil

July 7, 2015 CORRESP

Geospatial ESP

July 7, 2015 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.

June 12, 2015 S-1/A

As filed with the Securities and Exchange Commission on June 12, 2015

As filed with the Securities and Exchange Commission on June 12, 2015 Registration No.

June 12, 2015 CORRESP

Geospatial ESP

June 12, 2015 VIA EDGAR TRANSMISSION Securities and Exchange Commission Division of Corporation Finance 100 F Street NE Washington, D.

May 19, 2015 S-1/A

As filed with the Securities and Exchange Commission on _, 2015

As filed with the Securities and Exchange Commission on , 2015 Registration No. 333-194824 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON D.C. 20549 AMENDMENT NO. 3 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 GEOSPATIAL CORPORATION (Exact name of registrant as specified in its charter) Nevada 1623 87-0554463 (State or other jurisdiction of incorporation or orga

May 19, 2015 EX-10.24

Note and Warrant Purchase Agreement dated as of April 2, 2015 by and between Geospatial Corporation and David Truitt

GEOSPATIAL CORPORATION S-1/A EXHIBIT 10.24 NOTE AND WARRANT PURCHASE AGREEMENT THIS NOTE AND WARRANT PURCHASE AGREEMENT (“Agreement”) is dated as of April 2, 2015, by and between Geospatial Corporation, a Nevada corporation (the “Company”), and David Truitt, an individual resident of Virginia (“Purchaser”). RECITALS: WHEREAS, the Company desires to issue and sell to Purchaser a Secured Promissory

May 19, 2015 CORRESP

Geospatial ESP

May 19, 2015 VIA EDGAR TRANSMISSION Securities and Exchange Commission Division of Corporation Finance 100 F Street NE Washington, D.

March 13, 2015 CORRESP

Geospatial ESP

March 6, 2015 VIA EDGAR TRANSMISSION Securities and Exchange Commission Division of Corporation Finance 100 F Street NE Washington, D.

March 9, 2015 S-1/A

As filed with the Securities and Exchange Commission on ___________, 2015

S-1/A 1 geo-s1a030615.htm REGISTRATION STATEMENT AMENDMENT As filed with the Securities and Exchange Commission on , 2015 Registration No. 333-194824 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON D.C. 20549 AMENDMENT NO. 2 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 GEOSPATIAL CORPORATION (Exact name of registrant as specified in its charter) Nevada 1623 87-05

March 9, 2015 EX-10.23

Note and Warrant Purchase Agreement dated as of January 16, 2015 by and between Geospatial Corporation and Horberg Enterprises LP.

GEOSPATIAL CORPORATION S-1/A Exhibit 10.23 NOTE AND WARRANT PURCHASE AGREEMENT THIS NOTE AND WARRANT PURCHASE AGREEMENT (“Agreement”) is dated as of January 16, 2015, by and between Geospatial Corporation, a Nevada corporation (the “Company”), and Horberg Enterprises LP (“Purchaser”). RECITALS: WHEREAS, on the terms and conditions set forth herein, the Company desires to issue and sell to the Purc

November 25, 2014 RW

GSPH / Geospatial Corporation RW - - REQUEST FOR WITHDRAWAL OF REGISTRATION STATEMENT ON FORM S-1

RW 1 geo-rw112514.htm REQUEST FOR WITHDRAWAL OF REGISTRATION STATEMENT ON FORM S-1 November 25, 2014 Via EDGAR U.S. Securities and Exchange Commission 100 F Street N.E. Washington, D.C. 20549 RE: GEOSPATIAL CORPORATION. REGISTRATION STATEMENT ON FORM S-1 FILED JUNE 25, 2010 FILE NO. 333-167775 Ladies and Gentlemen: Pursuant to Rule 477 promulgated under the Securities Act of 1933, as amended (the

November 14, 2014 S-1/A

Geospatial Corporation S-1/A

S-1/A 1 geo-s1a2111414.htm REGISTRATION STATEMENT As filed with the Securities and Exchange Commission on November 14, 2014 Registration No. 333-194824 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON D.C. 20549 AMEMDMENT NO. 1 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 GEOSPATIAL CORPORATION (Exact name of registrant as specified in its charter) Nevada 1623 87-

November 14, 2014 EX-10.22

Employment and Noncompetition Agreement dated September 17, 2014 between Geospatial Corporation and Edward R. Camp, Jr.

Geospatial Corporation S-1/A EXHIBIT 10.22 EMPLOYMENT AND NONCOMPETITION AGREEMENT THIS EMPLOYMENT AND NONCOMPETITION AGREEMENT (this “Agreement”) is entered into as of September 17th, 2014 (the “Effective Date”) between GEOSPATIAL CORPORATION, a Nevada corporation (“Company”) and EDWARD R. CAMP, JR., an individual resident of the State of New York (“Employee”). RECITALS A. Employee has been activ

November 14, 2014 EX-10.21

Asset Purchase Agreement dated as of September 17, 2014 among Geospatial Corporation, Select Analytics LLC, and Edward R. Camp, Jr.

Geospatial Corporation S-1/A EXHIBIT 10.21 ASSET PURCHASE AGREEMENT This Asset Purchase Agreement (this "Agreement"), dated as of September 17th, 2014, is entered into among GEOSPATIAL CORPORATION, a Nevada corporation ("Buyer"), SELECT ANALYTICS LLC, a New York limited liability company ("Seller"), and EDWARD R. CAMP, JR., an individual resident of New York ("Shareholder"). PREAMBLE Seller is cur

November 14, 2014 EX-10.20

Settlement Agreement dated June 22, 2014 by and among Brad Brooks, et al., Geospatial Corporation, Mark A. Smith, and Thomas R. Oxenreiter

Geospatial Corporation S-1/A EXHIBIT 10.20 SETTLEMENT AGREEMENT THIS AGREEMENT is made by and among Brad Brooks, Kenneth Calligar, Jeremy Carton, Jonathan Cunningham, William Denkin, Omar Hasan, J. Mitchell Hull, Jonathan Kalikow, Benjamin Klopp, Gilbert Li, Michael Lloyd, Michael Matlin, Noel Meller, Raymond Minella, Jeffrey Moskowitz, Raymond Murphy, Jeffrey Parket, David Pritchard, Arthur Rabin

November 13, 2014 AW

GSPH / Geospatial Corporation AW - - WITHDRAWAL OF AMENDMENT TO REGISTRATION STATEMENT

AW 1 geo-aw111314.htm WITHDRAWAL OF AMENDMENT TO REGISTRATION STATEMENT FORM AW REQUEST FOR WITHDRAWAL OF AMENDMENT TO REGISTRATION STATEMENT November 13, 2014 Via EDGAR U.S. Securities and Exchange Commission 100 F Street N.E. Washington, D.C. 20549 RE: GEOSPATIAL CORPORATION. AMENDMENT NO. 1 TO REGISTRATION STATEMENT ON FORM S-1 FILED OCTOBER 14, 2014 FILE NO. 333-04066 Ladies and Gentlemen: Pur

October 14, 2014 EX-10.20

Settlement Agreement dated June 22, 2014 by and among Brad Brooks, et al., Geospatial Corporation, Mark A. Smith, and Thomas R. Oxenreiter

Geospatial Corporation S-1/A EXHIBIT 10.20 SETTLEMENT AGREEMENT THIS AGREEMENT is made by and among Brad Brooks, Kenneth Calligar, Jeremy Carton, Jonathan Cunningham, William Denkin, Omar Hasan, J. Mitchell Hull, Jonathan Kalikow, Benjamin Klopp, Gilbert Li, Michael Lloyd, Michael Matlin, Noel Meller, Raymond Minella, Jeffrey Moskowitz, Raymond Murphy, Jeffrey Parket, David Pritchard, Arthur Rabin

October 14, 2014 S-1/A

Geospatial Corporation S-1/A

S-1/A 1 geo-s1a101414.htm AMENDMENT NO. 1 TO FORM S-1 As filed with the Securities and Exchange Commission on October 14, 2014 Registration No. UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON D.C. 20549 AMEMDMENT NO. 1 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 GEOSPATIAL CORPORATION (Exact name of registrant as specified in its charter) Nevada 1623 87-0554463

October 14, 2014 EX-10.22

Employment and Noncompetition Agreement dated September 17, 2014 between Geospatial Corporation and Edward R. Camp, Jr.

Geospatial Corporation S-1/A EXHIBIT 10.22 EMPLOYMENT AND NONCOMPETITION AGREEMENT THIS EMPLOYMENT AND NONCOMPETITION AGREEMENT (this “Agreement”) is entered into as of September 17th, 2014 (the “Effective Date”) between GEOSPATIAL CORPORATION, a Nevada corporation (“Company”) and EDWARD R. CAMP, JR., an individual resident of the State of New York (“Employee”). RECITALS A. Employee has been activ

October 14, 2014 EX-10.21

Asset Purchase Agreement dated as of September 17, 2014 among Geospatial Corporation, Select Analytics LLC, and Edward R. Camp, Jr.

Geospatial Corporation S-1/A EXHIBIT 10.21 ASSET PURCHASE AGREEMENT This Asset Purchase Agreement (this "Agreement"), dated as of September 17th, 2014, is entered into among GEOSPATIAL CORPORATION, a Nevada corporation ("Buyer"), SELECT ANALYTICS LLC, a New York limited liability company ("Seller"), and EDWARD R. CAMP, JR., an individual resident of New York ("Shareholder"). PREAMBLE Seller is cur

March 26, 2014 EX-10.12

Agreement Not to Compete between Thomas R. Oxenreiter and Geospatial Mapping Systems, Inc. dated effective March 13, 2008

Geospatial Corporation S-1 Exhibit 10.12 EXECUTION COPY AGREEMENT NOT-TO-COMPETE 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”). WHEREAS, the Employee is employed by the Company; WHEREAS, in the course of the Employee’s em

March 26, 2014 EX-10.17

Mutual Release and Settlement Agreement dated May 10, 2013 by and among Geospatial Holdings, Inc., Geospatial Mapping Systems, Inc., Reduct N.V., and Delta Networks, S.A.

Geospatial Corporation S-1 EXHIBIT 10.17 MUTUAL RELEASE AND SETTLEMENT AGREEMENT 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

March 26, 2014 EX-10.1

Lease Agreement dated May 1, 2006 between Mark A. Smith and Geospatial Mapping Systems, Inc

Geospatial Corporation S-1 Exhibit 10.1 LEASE AGREEMENT 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”). DESCRIPTION OF PREMISES

March 26, 2014 EX-10.18

Geospatial Holdings, Inc. Promissory Note dated November 21, 2012 in favor of Matthew F. Benson

Geospatial Corporation S-1 Exhibit 10.18 PROMISSORY NOTE $150,000 November 21, 2012 FOR VALUE RECEIVED, UNDERSIGNED GEOSPATIAL HOLDINGS, INC., a corporation organized under the laws of the State of Nevada (the “Borrower”), promises to pay to the order of Matthew F. Bensen, an individual residing in the Commonwealth of Virginia (the “Lender”), at such place as the Lender may from time to time desig

March 26, 2014 EX-10.19

Settlement Agreement dated May 25, 2012 among Joseph Timothy Nippes, Daniel A. Bradley, Christina Sherwood, Joseph A. Lane, Ronald Peterson, Timothy Story, Linda Ward, Geospatial Mapping Systems, Inc., Geospatial Holdings, Inc., Mark A. Smith, Thomas R. Oxenreiter, Timothy F. Sutherland and Thomas Ridge

Geospatial Corporation S-1 Exhibit 10.19 SETTLEMENT AGREEMENT 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”), Chri

March 26, 2014 EX-10.2

Geospatial Holdings, Inc. 2013 Equity Incentive Plan

Geospatial Corporation S-1 EXHIBIT 10.2 GEOSPATIAL HOLDINGS, INC. 2013 EQUITY INCENTIVE PLAN 1. Purpose; Eligibility. 1.1 General Purpose. The name of this plan is the Geospatial Holdings, Inc. 2013 Equity Incentive Plan (the "Plan"). The purposes of the Plan are to (a) enable Geospatial Holdings, Inc. 2013, a Nevada corporation (the "Company"), and any Affiliate to attract and retain the types of

March 26, 2014 EX-10.6

Agreement Not to Compete between Mark A. Smith and Geospatial Mapping Systems, Inc. dated effective December 1, 2007

Geospatial Corporation S-1 Exhibit 10.6 EXECUTION COPY AGREEMENT NOT-TO-COMPETE 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 Mark A. Smith (the “Employee”). Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the

March 26, 2014 EX-3.1

Amended Articles of Incorporation of Geospatial Corporation

Geospatial Corporation S-1 Exhibit 3.1 ARTICLES OF INCORPORATION OF GEOSPATIAL CORPORATION (FORMERLY GEOSPATIAL HOLDINGS, INC.; FORMERLY KAYENTA KREATIONS, INC.) THE UNDERSIGNED natural persons of the age of twenty-one (21) years or more, acting as incorporators of a corporation under the Nevada Business Corporation Act, adopt the following Articles of Incorporation for such corporation. ARTICLE I

March 26, 2014 EX-3.2

Bylaws of Geospatial Corporation

Geospatial Corporation S-1 Exhibit 3.2 BY-LAWS OF KAYENTA KREATIONS, INC. ARTICLE I - OFFICES The registered office of the corporation in the State of Nevada shall be located in the City of Reno, County of Washoe. The corporation may have its principal office and such other offices, either within or without the State of incorporation as the board of directors may designate or as the business of th

March 26, 2014 EX-21.1

List of Subsidiaries of the Registrant

Geospatial Corporation S-1 Exhibit 21.1 The following table sets forth the Registrant’s subsidiaries and the jurisdiction of incorporation or organization of each. Each subsidiary is 100% owned by the Registrant. Subsidiary Jurisdiction Geospatial Mapping Systems, Inc. Delaware Utility Services and Consulting Corporation Nevada

March 26, 2014 EX-10.8

Employment Agreement dated October 18, 2013 by and between Geospatial Corporation and Mark A. Smith (incorporated by reference to Exhibit 10.8 of the Company’s Registration Statement on Form S-1 dated March 26, 2014)

Geospatial Corporation S-1 EXHIBIT 10.8 EMPLOYMENT AGREEMENT THIS AGREEMENT (“Agreement”), by and between GEOSPATIAL CORPORATION a Nevada Corporation (the “Company”), and Mark A. Smith (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: 1. Employment. Th

March 26, 2014 EX-10.4

Employment Agreement dated December 1, 2007 between Mark A. Smith and Geospatial Mapping Systems, Inc.

Geospatial Corporation S-1 Exhibit 10.4 EMPLOYMENT AGREEMENT BETWEEN MARK A. SMITH AND GEOSPATIAL MAPPING SYSTEMS, INC. EMPLOYMENT AGREEMENT 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

March 26, 2014 S-1

Registration Statement - REGISTRATION STATEMENT

As filed with the Securities and Exchange Commission on March 26, 2014 Registration No.

March 26, 2014 EX-10.15

Stock Appreciation Rights Agreement dated October 18, 2013 between Geospatial Corporation and Thomas R. Oxenreiter

Geospatial Corporation S-1 EXHIBIT 10.15 GEOSPATIAL CORPORATION STOCK APPRECIATION RIGHTS AGREEMENT 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 Thomas R. Oxenreiter (the “Participant”). Grant Date: October 18, 2013 Number of SARs: 3,000,000 Exercise Price

March 26, 2014 EX-10.11

Nonqualified Stock Option Agreement between Geospatial Mapping Systems, Inc. and Thomas R. Oxenreiter dated effective March 13, 2008

Geospatial Corporation S-1 Exhibit 10.11 EXECUTION COPY GEOSPATIAL MAPPING SYSTEMS, INC. 2007 STOCK OPTION PLAN NONQUALIFIED STOCK OPTION AGREEMENT This OPTION AWARD AGREEMENT (“Agreement”) is dated effective March 13, 2008 (the “Grant Date”), and is between Geospatial Mapping Systems, Inc., a Delaware corporation (the “Company”), and Thomas R. Oxenreiter (the “Participant”). Any term capitalized

March 26, 2014 EX-10.14

Employment Agreement dated October 18, 2013 by and between Geospatial Corporation and Thomas R. Oxenreiter

Geospatial Corporation S-1 EXHIBIT 10.14 EMPLOYMENT AGREEMENT 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: 1. Emplo

March 26, 2014 EX-4.3

Series B Convertible Preferred Stock Specimen Certificate

Geospatial Corporation S-1 Exhibit 4.3 not valid unless countersigned by transfer agent. incorporated under the laws of the state of nevada. pd1503 geospatial holdings authorized series “b” convertible preferred stock: 5,000,000 shares par value: $0,001 this certifies that is the record holder of series “b” convertible preferred shares of geospatial holdings, inc. transferable on the books of the

March 26, 2014 EX-10.7

Conversion Agreement dated August 20, 2013 by and among Geospatial Holdings, Inc., Geospatial Mapping Systems, Inc. and Mark A. Smith

Geospatial Corporation S-1 EXHIBIT 10.7 CONVERSION AGREEMENT 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 Mark A. Smith, Chairman and Chief Executive Officer of the

March 26, 2014 EX-10.5

Nonqualified Stock Option Agreement between Geospatial Mapping Systems, Inc. and Mark A. Smith dated effective December 1, 2007 (incorporated by reference to Exhibit 10.5 of the Company’s Registration Statement on Form S-1 dated March 26, 2014)

Geospatial Corporation S-1 Exhibit 10.5 EXECUTION COPY GEOSPATIAL MAPPING SYSTEMS, INC. 2007 STOCK OPTION PLAN NONQUALIFIED STOCK OPTION AGREEMENT 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 no

March 26, 2014 EX-10.10

Stock Appreciation Rights Agreement dated October 18, 2013 between Geospatial Corporation and Troy Taggart

Geospatial Corporation S-1 EXHIBIT 10.10 GEOSPATIAL CORPORATION STOCK APPRECIATION RIGHTS AGREEMENT 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”). Grant Date: October 18, 2013 Number of SARs: 3,000,000 Exercise Price per SAR:

March 26, 2014 EX-4.2

Common Stock Specimen Certificate

Geospatial Corporation S-1 Exhibit 4.2 not valid unless countersigned by transfer agent. incorporated under the laws of the state of nevada. 1607 this certified that is record holder of common shares of geospatial holdings, inc. transferable on the books of the corporation in person or by duly authorized attorney upon surrender of this certificate properly endorsed. this certificate is not valid u

March 26, 2014 EX-4.1

Certificate of Designations of the Series B Convertible Preferred Stock of Geospatial Holdings, Inc. dated as of August 20, 2013

Geospatial Corporation S-1 EXHIBIT 4.1 Certificate of the Designations, Powers, Preferences and Rights of the Series B Convertible Preferred Stock of Geospatial Holdings, Inc. Pursuant to Section 78.1955 of the Nevada Revised Statutes Geospatial Holdings, Inc., a corporation organized and existing under the laws of the State of Nevada (the "Company"), by its President, DOES HEREBY CERTIFY: FIRST:

March 26, 2014 EX-10.9

Stock Appreciation Rights Agreement dated October 18, 2013 between Geospatial Corporation and Mark A. Smith

Geospatial Corporation S-1 EXHIBIT 10.9 GEOSPATIAL CORPORATION STOCK APPRECIATION RIGHTS AGREEMENT 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 Mark A. Smith (the “Participant”). Grant Date: October 18, 2013 Number of SARs: 3,000,000 Exercise Price per SAR:

March 26, 2014 EX-10.16

Mutual Termination and Release Agreement dated February 28, 2013 by and among Geospatial Holdings, Inc., Timothy F. Sutherland, Thomas J. Ridge, Pace Global Energy Services, LLC, Pace Financial Services, LLC and Ridge Global, LLC

Geospatial Corporation S-1 EXHIBIT 10.16 MUTUAL TERMINATION AND RELEASE AGREEMENT 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 GLOB

March 26, 2014 EX-10.13

Conversion Agreement dated August 20, 2013 by and among Geospatial Holdings, Inc., Geospatial Mapping Systems, Inc. and Thomas R. Oxenreiter

Geospatial Corporation S-1 EXHIBIT 10.13 CONVERSION AGREEMENT 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 Compa

March 26, 2014 EX-10.3

Geospatial Mapping Systems, Inc. 2007 Stock Option Plan

Geospatial Corporation S-1 Exhibit 10.3 GEOSPATIAL HOLDINGS, INC. 2007 STOCK OPTION PLAN (AS AMENDED AND RESTATED APRIL 25, 2008) GEOSPATIAL HOLDINGS, INC. 2007 STOCK OPTION PLAN (AS AMENDED AND RESTATED APRIL 25, 2008) Article 1. Establishment, Objectives and Duration 1.1 Establishment of the Plan. Geospatial Mapping Systems, Inc., a Delaware corporation (“Geospatial”), adopted the “Geospatial Ma

December 19, 2011 EX-10.2

Common Stock Purchase Warrant dated December 5, 2011.

Geospatial Holdings, Inc. 8-K Exhibit 10.2 COMMON STOCK PURCHASE WARRANT GEOSPATIAL HOLDINGS, INC. Warrant Shares: 3,000,000 Initial Exercise Date: December 5, 2011 THIS COMMON STOCK PURCHASE WARRANT (the ?Warrant?) certifies that, for value received, Lowery Enterprises, LLC (the ?Holder?) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set for

December 19, 2011 EX-10.3

Amended and Restated Settlement Agreement dated November 2, 2011 among Geospatial Holdings, Inc., Mark A. Smith, Thomas R. Oxenreiter, and certain investors.

Geospatial Holdings, Inc. 8-K Exhibit 10.3 AMENEDED AND RESTATED SETTLEMENT AGREEMENT THIS AMENDED AND RESTATED SETTLEMENT AGREEMENT is made as of this 14th day of October, 2011 (the “Effective Date”) by and among Brad Brooks, Kenneth Calligar, Jeremy Carton, Jonathan Cunningham, William Denkin, Omar Hasan, J. Mitchell Hull, Jonathan Kalikow, Benjamin Klopp, Gilbert Li, Michael Lloyd, Michael Matl

December 19, 2011 EX-10.1

Promissory Note and Security Agreement dated December 5, 2011 executed by Geospatial Holdings, Inc. for the benefit of Lowery Enterprises, LLC.

Geospatial Holdings, Inc. 8-K Exhibit 10.1 PROMISSORY NOTE AND SECURITY AGREEMENT $300,000 December 5, 2011 FOR VALUE RECEIVED, UNDERSIGNED GEOSPATIAL HOLDINGS, INC., a corporation organized under the laws of the State of Nevada (the "Borrower"), promises to pay to the order of Lowery Enterprises, LLC, a corporation organized under the laws of the State of Oregon (the "Lender"), at such place as t

December 19, 2011 8-K

Regulation FD Disclosure, Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of Earliest Event Reported): November 2, 2011 Geospatial Holdings, Inc. (Exact Name of Registrant as Specified in its Charter) Nevada 333-04066 87-0554463 (State or other jurisdiction of incorporation) (Commissio

December 19, 2011 EX-99.1

Geospatial Secures Bridge Loan and Enters Into Amended and Restated Settlement Agreement with Investor Group

Geospatial Holdings, Inc. 8-K Exhibit 99.1 Geospatial Secures Bridge Loan and Enters Into Amended and Restated Settlement Agreement with Investor Group PITTSBURGH, PA December 16, 2011 - Geospatial Holdings, Inc. (OTC Bulletin Board ?GSPH?) (Geospatial) has received the proceeds of a $300,000 bridge loan. Under the terms of the associated promissory note and security agreement, Geospatial is oblig

May 16, 2011 EX-10.1

April 27, 2011

April 27, 2011 Mark A. Smith Chief Executive Officer Geospatial Holdings, Inc. 229 Howes Run Road Sarver, Pennsylvania 16055 USA Dear Mr. Smith, This engagement letter (the ?Agreement?) confirms that Geospatial Holdings, Inc. (the ?Company? or ?you?) has engaged Pace Financial Services, LLC (?PFS? or ?we?), to act as exclusive financial advisor with respect to a transaction involving the sale of t

May 16, 2011 8-K

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits

8-K 1 geo-8k0513.htm CURRENT REPORT UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of Earliest Event Reported): April 27, 2011 Geospatial Holdings, Inc. (Exact Name of Registrant as Specified in its Charter) Nevada 333-04066 87-0554463 (State or other jurisdi

April 13, 2011 EX-99.1

Geospatial Enters Into Strategic Alliance with Reduct

Geospatial Holdings, Inc. 8-K Exhibit 99.1 News Release Contacts: Geospatial Holdings, Inc. Timothy Sutherland, Director +1-703-227-1048 Reduct NV Otto Ballintijn, CEO +32 (0)3 451 77 39 Geospatial Enters Into Strategic Alliance with Reduct PITTSBURGH, PA April 13, 2011 /PRNewswire/ - Geospatial Holdings, Inc. (OTC Bulletin Board "GSPH") (Geospatial) and Reduct NV (Reduct) have formed a strategic

April 13, 2011 EX-10.2

SUBSCRIPTION AND RIGHTS AGREEMENT

Geospatial Holdings, Inc. 8-K Exhibit 10.2 SUBSCRIPTION AND RIGHTS AGREEMENT THIS SUBSCRIPTION AND RIGHTS AGREEMENT (the ?Agreement?) is entered into as of this 5th day of April, 2011 by and between Geospatial Holdings, Inc., a Nevada corporation (the ?Company?), and the investor named on the signature page to this Agreement (the ?Investor?). AGREEMENT WHEREAS, the Company, its wholly owned subsid

April 13, 2011 EX-10.1

LICENSE AND DISTRIBUTION AGREEMENT

Geospatial Holdings, Inc. 8-K Exhibit 10.1 LICENSE AND DISTRIBUTION AGREEMENT This License and Distribution Agreement (the ?Agreement?) is entered into this 5th day of April, 2011 and shall become effective upon (i) the closing by Licensee of a new round of common stock financing in an amount that equals or exceeds five million (USD 5,000,000) in cash and provided that such closing occurs on or be

April 13, 2011 8-K

Regulation FD Disclosure, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits

8-K 1 ghi-8k041111.htm CURRENT REPORT UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of Earliest Event Reported): April 11, 2011 Geospatial Holdings, Inc. (Exact Name of Registrant as Specified in its Charter) Nevada 333-04066 87-0554463 (State or other juris

April 13, 2011 EX-10.3

SETTLEMENT AGREEMENT

Geospatial Holdings, Inc. 8-K Exhibit 10.3 SETTLEMENT AGREEMENT THIS AGREEMENT is made as of this 8th day of April, 2011 (the ?Effective Date?) by and among Brad Brooks, Kenneth Calligar, Jeremy Carton, Jonathan Cunningham, William Denkin, Omar Hasan, J. Mitchell Hull, Jonathan Kalikow, Benjamin Klopp, Gilbert Li, Michael Lloyd, Michael Matlin, Noel Meller, Raymond Minella, Jeffrey Moskowitz, Raym

April 13, 2011 EX-99.2

Geospatial Enters Into Settlement Agreement with Investor Group and Announces Leadership Succession Plan

Geospatial Holdings, Inc. 8-K Exhibit 99.2 News Release Contact: Pace Global Energy Services, LLC Dan Sullivan, Marketing Director +1-703-539-1146 Geospatial Enters Into Settlement Agreement with Investor Group and Announces Leadership Succession Plan PITTSBURGH, PA April 13, 2011 /PRNewswire/ - Geospatial Holdings, Inc. (OTC Bulletin Board “GSPH”) (Geospatial) has entered into a settlement agreem

March 31, 2011 NT 10-K

OMB APPROVAL

OMB APPROVAL OMB Number: 3235-0058 Expires: May 31, 2012 Estimated average burden 2.

March 11, 2011 EX-99.1

Geospatial Holdings Sells Assets of New Mexico Subsidiary

Geospatial 8-K EXHIBIT 99.1 News Release Geospatial Holdings Sells Assets of New Mexico Subsidiary PITTSBURGH, March 11, 2011 - Geospatial Holdings, Inc. (OTCBB: GSPH) today announced that it has sold the operating assets and business of its wholly-owned subsidiary, Utility Services and Consulting Corporation (“USCC”) to USIC Locating Services, Inc. USCC operated primarily in the State of New Mexi

March 11, 2011 EX-10.1

ASSET PURCHASE AGREEMENT DATED AS OF THE 7TH DAY OF MARCH, 2011 BY AND AMONG USIC LOCATING SERVICES, INC., UTILITY SERVICES AND CONSULTING CORP. GEOSPATIAL HOLDINGS, INC. ASSET PURCHASE AGREEMENT

Geospatial 8-K EXHIBIT 10.1 IM DRAFT March 3, 2011 ASSET PURCHASE AGREEMENT DATED AS OF THE 7TH DAY OF MARCH, 2011 BY AND AMONG USIC LOCATING SERVICES, INC., UTILITY SERVICES AND CONSULTING CORP. AND GEOSPATIAL HOLDINGS, INC. TABLE OF CONTENTS Page ARTICLE I. PURCHASE AND SALE OF THE ASSETS 1 Section 1.01. Assets 1 Section 1.02 Excluded Assets 2 Section 1.03 Assumed Liabilities 2 Section 1.04 Purc

March 11, 2011 8-K

Regulation FD Disclosure, Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of Earliest Event Reported): March 7, 2011 Geospatial Holdings, Inc. (Exact Name of Registrant as Specified in its Charter) Nevada 333-04066 87-0554463 (State or other jurisdiction of incorporation) (Commission F

January 26, 2011 8-K

Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of Earliest Event Reported): January 26, 2011 Geospatial Holdings, Inc. (Exact Name of Registrant as Specified in its Charter) Nevada 333-04066 87-0554463 (State or other jurisdiction of incorporation) (Commissio

December 23, 2010 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of Earliest Event Reported): December 17, 2010 Geospatial Hold

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of Earliest Event Reported): December 17, 2010 Geospatial Holdings, Inc. (Exact Name of Registrant as Specified in its Charter) Nevada 333-04066 87-0554463 (State or other jurisdiction of incorporation) (Commissi

December 23, 2010 EX-10.1

Reduct NV Molenberglei 42-2627 Schelle, Belgium Tel.: +32(0)3 451 77 39 Fax: +32(0)3 451 77 31

Exhibit 10.1 Reduct NV Molenberglei 42-2627 Schelle, Belgium Tel.: +32(0)3 451 77 39 Fax: +32(0)3 451 77 31 NOTICE UNDER SECTION 15.4 of the Amended and Restated Exclusive License and Distribution Agreement entered into December 15, 2009 between Reduct NV, Geospatial Holdings, Inc. on behalf of itself and its wholly owned subsidiary Geospatial Mapping Systems, Inc. and Delta Networks SA. NOTICE OF

November 15, 2010 EX-10.1

Letter Agreement Modifying the Amended and Restated Exclusive License and Distribution Agreement Between Geospatial Holdings, Inc., Geospatial Mapping Systems, Inc., and Reduct NV dated September 15, 2010

Geospatial Holdings, Inc. 10-Q Exhibit 10.1 LETTER AGREEMENT MODIFYING THE AMENDED AND RESTATED EXCLUSIVE LICENSE AND DISTRIBUTION AGREEMENT This Letter Agreement is entered into as of September 15, 2010 by and between Geospatial Holdings, Inc., a Nevada corporation having an office at its principal place of business at 229 Howes Run Road, Sarver, Pennsylvania 16055 (?Geospatial?), on behalf of it

November 15, 2010 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED: SEPTEMBER 30, 2010 OR ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 COMMISSION FILE NUMBER: 333-04066 GEOSPATIAL HOLDINGS, INC. (Exact name of registra

October 15, 2010 8-K

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of Earliest Event Reported): October 15, 2010 Geospatial Holdings, Inc. (Exact Name of Registrant as Specified in its Charter) Nevada 333-04066 87-0554463 (State or other jurisdiction of incorporation) (Commissio

October 15, 2010 EX-10.2

GEOSPATIAL HOLDINGS, INC. 10% SENIOR CONVERTIBLE REDEEMABLE NOTE

Exhibit 10.2 THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ?ACT?), OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE SOLD OR OTHERWISE TRANSFERRED, ASSIGNED, PLEDGED OR HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER THE ACT OR UNLESS THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY AND ITS COUNSE

October 15, 2010 EX-10.1

SUBSCRIPTION AND PURCHASE AGREEMENT

Exhibit 10.1 SUBSCRIPTION AND PURCHASE AGREEMENT THIS SUBSCRIPTION AND PURCHASE AGREEMENT (this “Agreement”) is entered into as of this [●] day of September, 2010 (the “Effective Date”) by and between Geospatial Holdings, Inc., a Nevada corporation (the “Company”), and the investor named on the signature page to this Agreement (the “Investor”). AGREEMENT WHEREAS, the Company proposes to issue $[●]

August 16, 2010 EX-10.44

Letter Agreement Modifying the Amended and Restated Exclusive License and Distribution Agreement

Letter Agmt Modifying the Amended & Restated Exclusive License/Distribution Agmt Exhibit 10.

August 16, 2010 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

Form 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.

June 25, 2010 S-1

As filed with the Securities and Exchange Commission on June 25, 2010

Table of Contents As filed with the Securities and Exchange Commission on June 25, 2010 Registration No.

June 10, 2010 EX-99.1

Geospatial Holdings Adjusts Revenue Guidance for 2010

Exhibit 99.1 News Release Contacts: Mark A. Smith, Chief Executive Officer Geospatial Holdings, Inc. [email protected] 724-353-3400 Geospatial Holdings Adjusts Revenue Guidance for 2010 PITTSBURGH, PA - June 10th, 2010 (BUSINESS WIRE) ? Geospatial Holdings, Inc. (OTCBB: GSPH) announced today that due to a number of factors, including an inability for the Company or its potential cli

June 10, 2010 8-K

Regulation FD Disclosure, Financial Statements and Exhibits

8-K 1 d8k.htm FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of Earliest Event Reported): June 10, 2010 Geospatial Holdings, Inc. (Exact Name of Registrant as Specified in its Charter) Nevada 333-04066 87-0554463 (State or other jurisdiction of incor

May 17, 2010 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED: MARCH 31, 2010 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 COMMISSION FILE NUMBER: 333-04066 GEOSPATIAL HOLDINGS, INC. (Exact na

April 27, 2010 POS AM

As filed with the Securities and Exchange Commission on April 27, 2010

POST-EFFECTIVE AMENDMENT NO. 4 TO FORM S-1 Table of Contents As filed with the Securities and Exchange Commission on April 27, 2010 Registration No. 333-151230 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON D.C. 20549 POST-EFFECTIVE AMENDMENT NO. 4 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 GEOSPATIAL HOLDINGS, INC. (Exact name of registrant as specified in it

April 23, 2010 EX-17.1

David Vosbein 232 Lake Marina Avenue, #2A New Orleans, LA 70124

Exhibit 17.1 David Vosbein 232 Lake Marina Avenue, #2A New Orleans, LA 70124 April 16, 2010 To the Board of Directors of Geospatial Holdings, Inc.: I hereby submit my resignation as President of Geospatial Holdings, Inc. and as a member of the Board of Directors effective April 16, 2010. Sincerely, /s/ David Vosbein David Vosbein

April 23, 2010 EX-99.1

GEOSPATIAL HOLDINGS ANNOUNCES CHANGES TO MANAGEMENT AND BOARD OF DIRECTORS

Exhibit 99.1 GEOSPATIAL HOLDINGS ANNOUNCES CHANGES TO MANAGEMENT AND BOARD OF DIRECTORS PITTSBURGH, PA ? April 23rd, 2010 ? Geospatial Holdings, Inc. (OTC BB: GSPH), an innovative provider of technologies involving infrastructure services and 3D mapping of both above ground and below ground pipelines and other infrastructure, announced various changes today to its management team and Board of Dire

April 23, 2010 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of Earliest Event Reported): April 23, 2010 (April 16, 2010) Geospatial Holdings, Inc. (Exact Name of Registrant as Specified in its Charter) Nevada 333-04066 87-0554463 (State or other jurisdiction of incorporat

April 16, 2010 EX-10.38

SUBSCRIPTION AND PURCHASE AGREEMENT

Exhibit 10.38 EXECUTION COPY SUBSCRIPTION AND PURCHASE AGREEMENT THIS SUBSCRIPTION AND PURCHASE AGREEMENT (the ?Agreement?) is entered into as of this 19th day of March, 2010 (the ?Effective Date?) by and between Geospatial Holdings, Inc., a Nevada corporation (the ?Company?), and the investor named on the signature page to this Agreement (the ?Investor?). AGREEMENT WHEREAS, the Company proposes t

April 16, 2010 EX-10.39

SUBSCRIPTION AND PURCHASE AGREEMENT

Exhibit 10.39 EXECUTION COPY SUBSCRIPTION AND PURCHASE AGREEMENT THIS SUBSCRIPTION AND PURCHASE AGREEMENT (the ?Agreement?) is entered into as of this 19th day of March, 2010 (the ?Effective Date?) by and between Geospatial Holdings, Inc., a Nevada corporation (the ?Company?), and the investor named on the signature page to this Agreement (the ?Investor?). AGREEMENT WHEREAS, the Company proposes t

April 16, 2010 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED: DECEMBER 31, 2009 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 COMMISSION FILE NUMBER: 333-04066 GEOSPATIAL HOLDINGS, INC. (Exact name of

April 16, 2010 EX-10.43

AGREEMENT NOT-TO-COMPETE

Exhibit 10.43 EXECUTION COPY AGREEMENT NOT-TO-COMPETE This Agreement Not-To-Compete (the ?Agreement?) is made and entered into as of October 10, 2008, by and between Geospatial Mapping Systems, Inc., a Delaware corporation (the ?Company?) and Richard McDonald (the ?Employee?). WHEREAS, the Employee is employed by the Company; WHEREAS, in the course of the Employee?s employment, the Employee will o

April 16, 2010 EX-10.40

SUBSCRIPTION AND PURCHASE AGREEMENT

Subscription Agreement dated as of March 19, 2010 Exhibit 10.40 EXECUTION COPY SUBSCRIPTION AND PURCHASE AGREEMENT THIS SUBSCRIPTION AND PURCHASE AGREEMENT (the “Agreement”) is entered into as of this 19th day of March, 2010 (the “Effective Date”) by and between Geospatial Holdings, Inc., a Nevada corporation (the “Company”), and the investor named on the signature page to this Agreement (the “Inv

April 16, 2010 EX-10.42

GEOSPATIAL MAPPING SYSTEMS, INC. 2007 STOCK OPTION PLAN NONQUALIFIED STOCK OPTION AGREEMENT

Exhibit 10.42 EXECUTION COPY GEOSPATIAL MAPPING SYSTEMS, INC. 2007 STOCK OPTION PLAN NONQUALIFIED STOCK OPTION AGREEMENT This OPTION AWARD AGREEMENT (?Agreement?) is dated effective October 10, 2008 (the ?Grant Date?), and is between Geospatial Mapping Systems, Inc., a Delaware corporation (the ?Company?), and Richard McDonald (the ?Participant?). Any term capitalized but not defined in this Agree

April 16, 2010 EX-10.41

EMPLOYMENT AGREEMENT

Exhibit 10.41 EMPLOYMENT AGREEMENT THIS AGREEMENT (?Agreement?), by and between GEOSPATIAL MAPPING SYSTEMS, INC., a Delaware corporation (the ?Company?), and Todd Porter (the ?Executive?) is entered into as of , 2008 (the ?Employment Date?). In consideration of the mutual covenants set forth herein, the Company and the Executive hereby agree as follows: 1. Employment. The Company hereby agrees to

March 31, 2010 NT 10-K

OMB APPROVAL

OMB APPROVAL OMB Number: 3235-0058 Expires: May 31, 2012 Estimated average burden hours per response.

March 24, 2010 10-Q/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q/A Amendment No. 1

Form 10-Q/A Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.

March 24, 2010 8-K

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of Earliest Event Reported): March 19, 2010 Geospatial Holdings, Inc. (Exact Name of Registrant as Specified in its Charter) Nevada 333-04066 87-0554463 (State or other jurisdiction of incorporation) (Commission

March 24, 2010 COVER

Maureen Lane (212) 294-4781 [email protected] March 24, 2010

SEC Response Letter Maureen Lane (212) 294-4781 [email protected] March 24, 2010 Dale Welcome Securities and Exchange Commission Division of Corporate Finance 100 F Street NE Washington, DC 20549-7010 Re: Comment Letter for dated January 20, 2010 Dear Mr. Welcome: Enclosed please find our response to the comments of the staff of the Commission set forth in your letter dated January 20, 2010 with r

March 19, 2010 EX-10.36

SECOND AMENDMENT TO THE AMENDED & RESTATED EXCLUSIVE LICENSE AND DISTRIBUTION

Exhibit 10.36 SECOND AMENDMENT TO THE AMENDED & RESTATED EXCLUSIVE LICENSE AND DISTRIBUTION AGREEMENT This Second Amendment (“Amendment”) to that Amended and Restated Exclusive License Agreement (the “License Agreement”) entered into as of the 15th day of December, 2009, by and between Reduct NV, a company organized and existing under the laws of Belgium, with registered office at Molengerglei 42,

March 19, 2010 EX-10.35

FIRST AMENDMENT TO THE AMENDED & RESTATED EXCLUSIVE LICENSE AND DISTRIBUTION

Exhibit 10.35 FIRST AMENDMENT TO THE AMENDED & RESTATED EXCLUSIVE LICENSE AND DISTRIBUTION AGREEMENT This First Amendment (?Amendment?) to that Amended and Restated Exclusive License Agreement (the ?License Agreement?) entered into as of the 15th day of December, 2009, by and between Reduct NV, a company organized and existing under the laws of Belgium, with registered office at Molengerglei 42, B

March 19, 2010 8-K

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of Earliest Event Reported): January 29, 2010 Geospatial Holdings, Inc. (Exact Name of Registrant as Specified in its Charter) Nevada 333-04066 87-0554463 (State or other jurisdiction of incorporation) (Commissio

March 5, 2010 EX-10.32

Strategic Advisory Agreement

EX-10.32 2 dex1032.htm STRATEGIC ADVISORY AGREEMENT Exhibit 10.32 EXECUTION VERSION Strategic Advisory Agreement This Strategic Advisory Agreement (this “Agreement”) is entered into and made effective as of March 2, 2010 (the “Effective Date”), by and between GEOSPATIAL HOLDINGS, INC. (“CLIENT”), PACE GLOBAL ENERGY SERVICES, LLC (“PACE”) and RIDGE GLOBAL LLC (“RIDGE GLOBAL”). CLIENT, PACE and RIDG

March 5, 2010 EX-10.33

GEOSPATIAL HOLDINGS, INC. WARRANT TO PURCHASE COMMON STOCK No. 20 Issuance Date: March 2, 2010 Void After March 2, 2012

Exhibit 10.33 THIS WARRANT AND THE UNDERLYING SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ?ACT?). THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO SUCH SECURITIES UNDER THE ACT OR AN OPINION OF COUNSEL SATISFACTORY TO GEOSPATIAL HOLDINGS, INC. THAT SUCH REGISTRATION IS NOT REQUIRED.

March 5, 2010 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits

8-K 1 d8k.htm FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of Earliest Event Reported): March 2, 2010 Geospatial Holdings, Inc. (Exact Name of Registrant as Specified in its Charter) Nevada 333-04066 87-0554463 (State or other jurisdiction of incor

March 5, 2010 EX-10.34

GEOSPATIAL HOLDINGS, INC. WARRANT TO PURCHASE COMMON STOCK No. 21 Issuance Date: March 2, 2010 Void After March 2, 2012

EX-10.34 4 dex1034.htm WARRANT NO. 21 Exhibit 10.34 THIS WARRANT AND THE UNDERLYING SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”). THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO SUCH SECURITIES UNDER THE ACT OR AN OPINION OF COUNSEL SATISFACTORY TO GEOSPATIAL HOLDINGS, INC. T

January 12, 2010 EX-3.7

(PURSUANT TO NRS CHAPTERS 78, 78A, 80, 81, 82, 84, 86, 87, 87A, 88, 88A, 89 AND 92A)

Exhibit 3.7 ROSS MILLER Secretary of State 204 North Carson Street, Suite 1 Carson City, Nevada 89701-4520 (775) 684 5708 Website: www.nvsos.gov Certificate of Correction (PURSUANT TO NRS CHAPTERS 78, 78A, 80, 81, 82, 84, 86, 87, 87A, 88, 88A, 89 AND 92A) USE BLACK INK ONLY - DO NOT HIGHLIGHT ABOVE SPACE IS FOR OFFICE USE ONLY Certificate of Correction (Pursuant to NRS Chapters 78, 78A, 80, 81, 82

January 12, 2010 EX-21.1

The following table sets forth the Registrant’s subsidiaries and the jurisdiction of incorporation or organization of each. Each subsidiary is 100% owned by the Registrant.

Exhibit 21.1 The following table sets forth the Registrant?s subsidiaries and the jurisdiction of incorporation or organization of each. Each subsidiary is 100% owned by the Registrant. Subsidiary Jurisdiction Geospatial Mapping Systems, Inc. Delaware Geospatial Pipeline Services, LLC Delaware Utility Services and Consulting Corporation Nevada

January 12, 2010 POS AM

As filed with the Securities and Exchange Commission on January 12, 2010

Table of Contents As filed with the Securities and Exchange Commission on January 12, 2010 Registration No.

December 22, 2009 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of Earliest Event Reported): December 11, 2009 Geospatial Hold

Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of Earliest Event Reported): December 11, 2009 Geospatial Holdings, Inc. (Exact Name of Registrant as Specified in its Charter) Nevada 333-04066 87-0554463 (State or other jurisdiction of incorporation)

December 22, 2009 EX-10.32

AMENDED & RESTATED EXCLUSIVE LICENSE AND DISTRIBUTION AGREEMENT

EX-10.32 3 dex1032.htm AMENDED AND RESTATED EXCLUSIVE LICENSE AND DISTRIBUTION AGREEMENT Exhibit 10.32 Execution Version AMENDED & RESTATED EXCLUSIVE LICENSE AND DISTRIBUTION AGREEMENT This Amended and Restated Exclusive License and Distribution Agreement (the “Agreement”) is entered into this 15th day of December , 2009 and shall become effective upon receipt by Reduct (as defined in the Preamble

December 22, 2009 EX-3.6

Certificate of the Designations, Powers, Preferences and Rights of the Series A Convertible Preferred Stock Geospatial Holdings, Inc. Pursuant to Section 78.1955 of the Nevada Revised Statutes

Certificate of Designations Exhibit 3.6 Certificate of the Designations, Powers, Preferences and Rights of the Series A Convertible Preferred Stock of Geospatial Holdings, Inc. Pursuant to Section 78.1955 of the Nevada Revised Statutes Geospatial Holdings, Inc., a corporation organized and existing under the laws of the State of Nevada (the “Company”), by its President, DOES HEREBY CERTIFY: FIRST:

December 4, 2009 10-K/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K/A Amendment No. 3

Amendment No. 3 to Form 10-K Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K/A Amendment No. 3 x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED: DECEMBER 31, 2008 OR ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 COMMISSION FILE NUMBER: 333

December 4, 2009 CORRESP

December 4, 2009

December 4, 2009 Dale Welcome John Cash Securities and Exchange Commission Division of Corporate Finance 100 F Street NE Washington, DC 20549-7010 Re: Geospatial Holdings, Inc.

November 20, 2009 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.

November 16, 2009 NT 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING

Notification of Late Filing UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

November 4, 2009 EX-10.26

GEOSPATIAL HOLDINGS, INC. 8% UNSECURED PROMISSORY NOTE DUE DECEMBER 31, 2011 $2,866,700.00 October 29, 2009

8% UNSECURED PROMISSORY NOTE DUE DECEMBER 31, 2011 Exhibit 10.26 GEOSPATIAL HOLDINGS, INC. 8% UNSECURED PROMISSORY NOTE DUE DECEMBER 31, 2011 $2,866,700.00 October 29, 2009 FOR VALUE RECEIVED, GEOSPATIAL HOLDINGS, INC., a NEVADA corporation (“Payor”) hereby unconditionally promises to pay, in lawful money of the United States of America, to Mark A. Smith or his assigns (“Holder”) located at 229 Ho

November 4, 2009 EX-10.27

NOTE CONVERSION AGREEMENT

NOTE CONVERSION AGREEMENT DATED AS OF OCTOBER 30, 2009 Exhibit 10.27 NOTE CONVERSION AGREEMENT 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”). RECITALS WHEREAS, Smith advanced l

November 4, 2009 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of Earliest Event Reported): November 4, 2009 (October 29, 200

FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of Earliest Event Reported): November 4, 2009 (October 29, 2009) Geospatial Holdings, Inc. (Exact Name of Registrant as Specified in its Charter) Nevada 333-04066 87-0554463 (State or other jurisdiction

November 4, 2009 EX-10.31

WARRANT FOR THE PURCHASE SHARES OF COMMON STOCK GEOSPATIAL HOLDINGS, INC.

WARRANT NO. 16 ISSUED ON OCTOBER 30, 2009 TO DAVID VOSBEIN Exhibit 10.31 NEITHER THIS WARRANT NOR THE COMMON STOCK WHICH MAY BE ACQUIRED UPON EXERCISE HEREOF HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR UNDER ANY STATE SECURITIES LAW AND MAY NOT BE SOLD, OFFERED FOR SALE, TRANSFERRED, PLEDGED, HYPOTHECATED OR ASSIGNED IN THE ABSENCE OF AN EFFECTIVE R

November 4, 2009 EX-10.30

VOSBEIN WARRANT AGREEMENT

Exhibit 10.30 VOSBEIN WARRANT AGREEMENT 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?). WHEREAS, the Company and the Executive have entered into an Employment Agreement dated March 6, 2009 (the ?Employment Agreement?); and WHEREAS, the Company grante

November 4, 2009 EX-10.29

GEOSPATIAL HOLDINGS, INC. 8% UNSECURED PROMISSORY NOTE DUE UPON DEMAND $128,262.70 October 30, 2009

Exhibit 10.29 GEOSPATIAL HOLDINGS, INC. 8% UNSECURED PROMISSORY NOTE DUE UPON DEMAND $128,262.70 October 30, 2009 FOR VALUE RECEIVED, GEOSPATIAL HOLDINGS, INC., a NEVADA corporation (“Payor”) hereby unconditionally promises to pay, in lawful money of the United States of America, to Mark A. Smith or his assigns (“Holder”) located at 229 Howes Run Road, Sarver, PA 16055 the principal sum of one hun

November 4, 2009 EX-10.28

GEOSPATIAL HOLDINGS, INC. 8% UNSECURED CONVERTIBLE PROMISSORY NOTE DUE DECEMBER 31, 2011 $1,000,000.00 October 30, 2009

8% UNSECURED CONVERTIBLE PROMISSORY NOTE DUE DECEMBER 31, 2011 Exhibit 10.28 NOTE 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

November 4, 2009 EX-99.1

Geospatial Holdings’ CEO Increases Equity Position by $2 Million

Exhibit 99.1 News Release Contacts: Mark A. Smith, Chief Executive Officer Geospatial Holdings, Inc. [email protected] 724-353-3400 Geospatial Holdings? CEO Increases Equity Position by $2 Million PITTSBURGH, November 3, 2009 (BUSINESS WIRE) ? Geospatial Holdings, Inc. (OTCBB: GSPH) announced today that the Company?s Chairman and CEO, Mark A. Smith has increased his equity position

October 26, 2009 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of Earliest Event Reported): October 26, 2009 Geospatial Holdi

Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of Earliest Event Reported): October 26, 2009 Geospatial Holdings, Inc. (Exact Name of Registrant as Specified in its Charter) Nevada 333-04066 87-0554463 (State or other jurisdiction of incorporation) (

October 26, 2009 EX-99.1

Geospatial Holdings Provides Revenue Guidance for 2010

Exhibit 99.1 News Release Contacts: Mark A. Smith, Chief Executive Officer Geospatial Holdings, Inc. [email protected] 724-353-3400 Geospatial Holdings Provides Revenue Guidance for 2010 PITTSBURGH, October 26, 2009 (BUSINESS WIRE) ? Geospatial Holdings, Inc. (OTCBB: GSPH) announced today that due in part to the visibility derived from potential long term contracts with major munici

October 9, 2009 10-K/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K/A Amendment No. 2

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K/A Amendment No. 2 x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED: DECEMBER 31, 2008 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 COMMISSION FILE NUMBER: 333-04066 GEOSPATIAL HOLDINGS, I

October 9, 2009 10-Q/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q/A Amendment No. 1

Amendment No. 1 to Form 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q/A Amendment No. 1 x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED: JUNE 30, 2009 OR ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 COMMISSION FILE NUMBER:

October 9, 2009 CORRESP

October 9, 2009

October 9, 2009 Dale Welcome Jessica Kane Securities and Exchange Commission Division of Corporate Finance 100 F Street NE Washington, DC 20549-7010 Re: Geospatial Holdings, Inc.

October 9, 2009 10-Q/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q/A Amendment No. 2

Amendment No. 2 to Form 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q/A Amendment No. 2 x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED: MARCH 31, 2009 OR ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 COMMISSION FILE NUMBER

August 14, 2009 10-K/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K/A Amendment No. 1

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K/A Amendment No. 1 x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED: DECEMBER 31, 2008 OR ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 COMMISSION FILE NUMBER: 333-04066 GEOSPATIAL HOLDINGS, I

August 14, 2009 10-Q/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q/A Amendment No. 1

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q/A Amendment No. 1 x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED: MARCH 31, 2009 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 COMMISSION FILE NUMBER: 333-04066 GEOSPATIAL HOLDIN

August 14, 2009 POS AM

As filed with the Securities and Exchange Commission on August 14, 2009

Table of Contents As filed with the Securities and Exchange Commission on August 14, 2009 Registration No.

August 14, 2009 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

Form 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.

May 15, 2009 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

Form 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.

May 14, 2009 POS AM

As filed with the Securities and Exchange Commission on May 14, 2009

Post Effective Amendment No. 1 to Form S-1 Table of Contents As filed with the Securities and Exchange Commission on May 14, 2009 Registration No. 333-151230 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON D.C. 20549 POST EFFECTIVE AMENDMENT NO. 1 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 GEOSPATIAL HOLDINGS, INC. (Exact name of registrant as specified in its

April 15, 2009 EX-10.24

LETTER OF AGREEMENT EXTENSION ON GHI MARCH 15, 2009 PAYMENT OBLIGATION

Exhibit 10.24 LETTER OF AGREEMENT EXTENSION ON GHI MARCH 15, 2009 PAYMENT OBLIGATION This letter of agreement (the ?Letter of Agreement?) is reflecting the agreement reached on March 10, 2009 amongst all parties to the Amendment No. 3 to Exclusive License and Distribution Agreement dated December 18, 2008 (the ?Amendment No. 3?) with regard to the following subject only. Any capitalized term used

April 15, 2009 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED: DECEMBER 31, 2008 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 COMMISSION FILE NUMBER: 333-04066 GEOSPATIAL HOLDINGS, INC. (Exact name of

April 15, 2009 EX-10.25

EXTENSION ON GHI PAYMENT OBLIGATION

Letter of Agreement dated March 31, 2009. Exhibit 10.25 EXTENSION ON GHI PAYMENT OBLIGATION This letter of agreement (the “Letter of Agreement”) is reflecting the agreement reached on March 31, 2009 amongst all parties to the Amendment No. 3 to Exclusive License and Distribution Agreement dated December 18, 2008 (the “Amendment No. 3”) with regard to the following subject only. Any capitalized ter

April 1, 2009 NT 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING

: UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING OMB APPROVAL OMB Number: 3235-0058 Expires: April 30, 2009 Estimated average burden hours per response . . . 2.50 SEC FILE NUMBER CUSIP NUMBER (Check One) x Form 10-K ¨ Form 20-F ¨ Form 11-K ¨ Form 10-Q ¨ Form 10-D ¨ Form N-SAR ¨ Form N-CSR For Period Ended: December 31, 2008 ¨ Transit

March 12, 2009 EX-10.21

AGREEMENT NOT-TO-COMPETE

EX-10.21 3 dex1021.htm AGREEMENT NOT-TO-COMPETE Exhibit 10.21 EXECUTION COPY AGREEMENT NOT-TO-COMPETE This Agreement Not-To-Compete (the “Agreement”) is made and entered into as of March 6, 2009, by and between Geospatial Holdings, Inc., a Nevada corporation (the “Company”) and David C. Vosbein (the “Executive”). WHEREAS, the Executive is employed by the Company; WHEREAS, in the course of the Exec

March 12, 2009 EX-10.20

EMPLOYMENT AGREEMENT

Exhibit 10.20 EMPLOYMENT AGREEMENT This Employment Agreement is entered into this 6th day of March, 2009, by and between Geospatial Holdings, Inc. having a place of business at 229 Howes Run Road, Sarver, Pennsylvania 16055 (?GEOSPATIAL?) and DAVID C. VOSBEIN (?EXECUTIVE?). WHEREAS, GEOSPATIAL is primarily engaged in the business of mapping underground conduit piping systems; WHEREAS, during the c

March 12, 2009 EX-10.22

WARRANT FOR THE PURCHASE SHARES OF COMMON STOCK GEOSPATIAL HOLDINGS, INC.

Exhibit 10.22 NEITHER THIS WARRANT NOR THE COMMON STOCK WHICH MAY BE ACQUIRED UPON EXERCISE HEREOF HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ?SECURITIES ACT?), OR UNDER ANY STATE SECURITIES LAW AND MAY NOT BE SOLD, OFFERED FOR SALE, TRANSFERRED, PLEDGED, HYPOTHECATED OR ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT WITH RESPECT THERETO UNDER THE SECURI

March 12, 2009 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of Earliest Event Reported): March 12, 2009 (March 6, 2009) Geospatial Holdings, Inc. (Exact Name of Registrant as Specified in its Charter) Nevada 333-04066 87-0554463 (State or other jurisdiction of incorporati

February 12, 2009 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of Earliest Event Reported): February 12, 2009 (December 15, 2

Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of Earliest Event Reported): February 12, 2009 (December 15, 2008) Geospatial Holdings, Inc. (Exact Name of Registrant as Specified in its Charter) Nevada 333-04066 87-0554463 (State or other jurisdictio

February 12, 2009 EX-99.1

Geospatial Holdings Names David Vosbein President and Chief Operating Officer Founder, Former CEO and President of Wellstream Corporation to Lead Geospatial’s Growing Management Group

Exhibit 99.1 News Release Contacts: Mark A. Smith, Chief Executive Officer Kevin S. Inda Geospatial Holdings, Inc. Corporate Communications, Inc. [email protected] [email protected] 724-353-3400 407-566-1180 Geospatial Holdings Names David Vosbein President and Chief Operating Officer Founder, Former CEO and President of Wellstream Corporation to Lead Geospatial?s Growing Manage

February 12, 2009 S-1/A

As filed with the Securities and Exchange Commission on February 12, 2009

Table of Contents As filed with the Securities and Exchange Commission on February 12, 2009 Registration No.

February 10, 2009 EX-10.20

AMENDMENT No. 3 EXCLUSIVE LICENSE AND DISTRIBUTION AGREEMENT

Exhibit 10.20 Execution Copy AMENDMENT No. 3 TO EXCLUSIVE LICENSE AND DISTRIBUTION AGREEMENT This Amendment No. 3 (?Amendment No.3?) to that Exclusive License and Distribution 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 Molenborglei 42, 2627 Schelle, Belgium (?Reduct? or the

February 10, 2009 S-1/A

As filed with the Securities and Exchange Commission on February 10, 2009

Amendment No. 1 to Form S-1 Table of Contents As filed with the Securities and Exchange Commission on February 10, 2009 Registration No. 333-151230 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON D.C. 20549 AMENDMENT NO. 1 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 GEOSPATIAL HOLDINGS, INC. (Exact name of registrant as specified in its charter) Nevada 1623 87-0

December 22, 2008 8-K

Entry into a Material Definitive Agreement

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of Earliest Event Reported): December 18, 2008 Geospatial Holdings, Inc. (Exact Name of Registrant as Specified in its Charter) Nevada 333-04066 87-0554463 (State or other jurisdiction of incorporation) (Commissi

November 14, 2008 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

For the quarterly period ended September 30, 2008 Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.

November 6, 2008 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of Earliest Event Reported): November 3, 2008 Geospatial Holdings, Inc. (Exact Name of Registrant as Specified in its Charter) Nevada 333-04066 87-0554463 (State or other jurisdiction of incorporation) (Commissio

November 6, 2008 EX-99.1

Geospatial Holdings Names David Vosbein Executive VP/Worldwide Strategic Initiatives & A Director Founder, Former CEO and President of Wellstream Corporation Joins Geospatial’s Growing Management Group

Exhibit 99.1 News Release Contacts: Mark A. Smith, Chief Executive Officer Kevin S. Inda Geospatial Holdings, Inc. Corporate Communications, Inc. [email protected] [email protected] 724-353-3400 407-566-1180 Geospatial Holdings Names David Vosbein Executive VP/Worldwide Strategic Initiatives & A Director Founder, Former CEO and President of Wellstream Corporation Joins Geospatia

August 14, 2008 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

Form 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED: JUNE 30, 2008 OR ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 COMMISSION FILE NUMBER: 333-04066 GEOSPATIAL HOLDINGS, INC. (Exact name of reg

May 29, 2008 EX-3.5

LIMITED LIABILITY COMPANY AGREEMENT GEOSPATIAL PIPELINE SERVICES, LLC Dated as of May 19, 2008

Exhibit 3.5 Execution Copy LIMITED LIABILITY COMPANY AGREEMENT OF GEOSPATIAL PIPELINE SERVICES, LLC Dated as of May 19, 2008 Execution Copy LIMITED LIABILITY COMPANY AGREEMENT OF GEOSPATIAL PIPELINE SERVICES, LLC THIS LIMITED LIABILITY AGREEMENT (the ?Agreement?) of Geospatial Pipeline Services, LLC (the ?Company?), dated as of May 19, 2008, is made and entered into by and between the persons list

May 29, 2008 EX-21.1

The following table sets forth the Registrant?s subsidiaries and the jurisdiction of incorporation or organization of each. Each subsidiary is 100% owned by the Registrant.

Exhibit 21.1 The following table sets forth the Registrant?s subsidiaries and the jurisdiction of incorporation or organization of each. Each subsidiary is 100% owned by the Registrant. Subsidiary Jurisdiction Geospatial Mapping Systems, Inc. Delaware Geospatial Pipeline Services, LLC Delaware

May 29, 2008 S-1

As filed with the Securities and Exchange Commission on May 29, 2008

Table of Contents As filed with the Securities and Exchange Commission on May 29, 2008 Registration No.

May 29, 2008 EX-3.4

BYLAWS GEOSPATIAL MAPPING SYSTEMS, INC. a Delaware corporation ARTICLE I

Exhibit 3.4 BYLAWS OF GEOSPATIAL MAPPING SYSTEMS, INC. a Delaware corporation ARTICLE I OFFICES The registered office of the Corporation in the State of Delaware shall be located in the City and State designated in the Certificate of Incorporation. The Corporation may also maintain offices at such other places within or without the State of Delaware as the Board of Directors may, from time to time

May 29, 2008 EX-3.3

CERTIFICATE OF INCORPORATION GEOSPATIAL MAPPING SYSTEMS, INC.

Exhibit 3.3 CERTIFICATE OF INCORPORATION OF GEOSPATIAL MAPPING SYSTEMS, INC. The undersigned, for the purpose of incorporating a corporation under the General Corporation Law of the State of Delaware (the ?Act?), does hereby certify as follows: ARTICLE ? NAME The name of the corporation is Geospatial Mapping Systems, Inc. (the ?Corporation?). ARTICLE II ? REGISTERED OFFICE AND AGENT The address of

May 1, 2008 EX-10.13

AGREEMENT NOT-TO-COMPETE

Exhibit 10.13 EXECUTION COPY AGREEMENT NOT-TO-COMPETE 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 dat

May 1, 2008 EX-10.12

GEOSPATIAL MAPPING SYSTEMS, INC. 2007 STOCK OPTION PLAN NONQUALIFIED STOCK OPTION AGREEMENT

Nonqualified Stock Option Agreement Exhibit 10.12 EXECUTION COPY GEOSPATIAL MAPPING SYSTEMS, INC. 2007 STOCK OPTION PLAN NONQUALIFIED STOCK OPTION AGREEMENT 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 Richard Nieman (the “Participant”). Any term capital

May 1, 2008 EX-10.2

EXCLUSIVE LICENSE AND DISTRIBUTION AGREEMENT

Exclusive License and Distribution Agreement Exhibit 10.2 EXCLUSIVE LICENSE AND DISTRIBUTION AGREEMENT 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

May 1, 2008 EX-10.9

GEOSPATIAL MAPPING SYSTEMS, INC. 2007 STOCK OPTION PLAN NONQUALIFIED STOCK OPTION AGREEMENT

Exhibit 10.9 EXECUTION COPY GEOSPATIAL MAPPING SYSTEMS, INC. 2007 STOCK OPTION PLAN NONQUALIFIED STOCK OPTION AGREEMENT 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

May 1, 2008 EX-10.7

GEOSPATIAL HOLDINGS, INC. 2007 STOCK OPTION PLAN (AS AMENDED AND RESTATED APRIL 25, 2008) GEOSPATIAL HOLDINGS, INC. 2007 STOCK OPTION PLAN (AS AMENDED AND RESTATED APRIL 25, 2008)

Exhibit 10.7 GEOSPATIAL HOLDINGS, INC. 2007 STOCK OPTION PLAN (AS AMENDED AND RESTATED APRIL 25, 2008) GEOSPATIAL HOLDINGS, INC. 2007 STOCK OPTION PLAN (AS AMENDED AND RESTATED APRIL 25, 2008) Article 1. Establishment, Objectives and Duration 1.1 Establishment of the Plan. Geospatial Mapping Systems, Inc., a Delaware corporation (?Geospatial?), adopted the ?Geospatial Mapping Systems, Inc. 2007 St

May 1, 2008 EX-10.5

AMENDMENT No. 2 EXCLUSIVE LICENSE AND DISTRIBUTION AGREEMENT

Exhibit 10.5 AMENDMENT No. 2 TO EXCLUSIVE LICENSE AND DISTRIBUTION AGREEMENT 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 “Comp

May 1, 2008 EX-10.1

LEASE AGREEMENT

EX-10.1 2 dex101.htm LEASE AGREEMENT Exhibit 10.1 LEASE AGREEMENT 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”). DESCRIPTION O

May 1, 2008 EX-10.17

GEOSPATIAL MAPPING SYSTEMS, INC. 2007 STOCK OPTION PLAN NONQUALIFIED STOCK OPTION AGREEMENT

Exhibit 10.17 EXECUTION COPY GEOSPATIAL MAPPING SYSTEMS, INC. 2007 STOCK OPTION PLAN NONQUALIFIED STOCK OPTION AGREEMENT This OPTION AWARD AGREEMENT (?Agreement?) is dated effective March 13, 2008 (the ?Grant Date?), and is between Geospatial Mapping Systems, Inc., a Delaware corporation (the ?Company?), and Thomas R. Oxenreiter (the ?Participant?). Any term capitalized but not defined in this Agr

May 1, 2008 EX-10.3

AGREEMENT

Exclusive License and Distribution Extension Agreement Exhibit 10.3 AGREEMENT 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

May 1, 2008 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED) April 25, 2008 Geospatial Holdings

Form 8-K Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

May 1, 2008 EX-10.16

AGREEMENT NOT-TO-COMPETE

Agreement Not Compete Exhibit 10.16 EXECUTION COPY AGREEMENT NOT-TO-COMPETE 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 Linda Ward (the “Employee”). WHEREAS, the Employee is employed by the Company; WHEREAS, in the course of the Employee’s employment, the

May 1, 2008 EX-10.11

EMPLOYMENT AGREEMENT Richard Nieman GEOSPATIAL MAPPING SYSTEMS, INC. EMPLOYMENT AGREEMENT

Exhibit 10.11 EMPLOYMENT AGREEMENT BETWEEN Richard Nieman AND GEOSPATIAL MAPPING SYSTEMS, INC. EMPLOYMENT AGREEMENT THIS AGREEMENT (?Agreement?), by and between GEOSPATIAL MAPPING SYSTEMS, INC., a Delaware corporation (the ?Company?), and Richard Nieman (the ?Executive?) is entered into as of December 1, 2007 (the ?Employment Date?). In consideration of the mutual covenants set forth herein, the C

May 1, 2008 EX-16.1

April 25, 2008

Exhibit 16.1 April 25, 2008 Securities and Exchange Commission 100 F Street, N.E. Washington, DC 20549 Ladies and Gentlemen: We have read the statements of Geospatial Holdings, Inc. (formerly known as Kayenta Kreations, Inc.) pertaining to our firm included under Item 4.01 of Form 8-K to be filed on or about April 25, 2008 and agree with such statements as they pertain to our firm. We have no basi

May 1, 2008 EX-10.4

AMENDMENT No. 1 EXCLUSIVE LICENSE AND DISTRIBUTION AGREEMENT

Exhibit 10.4 AMENDMENT No. 1 TO EXCLUSIVE LICENSE AND DISTRIBUTION AGREEMENT 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

May 1, 2008 EX-10.19

DISTRIBUTION AGREEMENT FOR GEOSPATIAL MAPPING SYSTEMS, INC. Geospatial Smart Probe Pipeline Mapping Technology

Exhibit 10.19 DISTRIBUTION AGREEMENT FOR GEOSPATIAL MAPPING SYSTEMS, INC. Geospatial Smart Probe Pipeline Mapping Technology 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

May 1, 2008 EX-10.14

AGREEMENT

Employment Agreement Exhibit 10.14 AGREEMENT 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”). WHEREAS, GEOSPATIAL is primarily engaged in the business of mapping underground conduit piping systems; WHEREAS,

May 1, 2008 EX-10.18

AGREEMENT NOT-TO-COMPETE

Exhibit 10.18 EXECUTION COPY AGREEMENT NOT-TO-COMPETE 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?). WHEREAS, the Employee is employed by the Company; WHEREAS, in the course of the Employee?s employment, the Employee will

May 1, 2008 EX-10.6

TO WHOM IT MAY CONCERN

Exhibit 10.6 April 17, 2008 TO WHOM IT MAY CONCERN 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 Sch

May 1, 2008 EX-10.10

AGREEMENT NOT-TO-COMPETE

Exhibit 10.10 EXECUTION COPY AGREEMENT NOT-TO-COMPETE 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 Mark A. Smith (the ?Employee?). Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Employment Agreement date

May 1, 2008 EX-10.8

EMPLOYMENT AGREEMENT MARK A. SMITH GEOSPATIAL MAPPING SYSTEMS, INC. EMPLOYMENT AGREEMENT

Exhibit 10.8 EMPLOYMENT AGREEMENT BETWEEN MARK A. SMITH AND GEOSPATIAL MAPPING SYSTEMS, INC. EMPLOYMENT AGREEMENT 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 Comp

May 1, 2008 EX-10.15

GEOSPATIAL MAPPING SYSTEMS, INC. 2007 STOCK OPTION PLAN NONQUALIFIED STOCK OPTION AGREEMENT

Exhibit 10.15 EXECUTION COPY GEOSPATIAL MAPPING SYSTEMS, INC. 2007 STOCK OPTION PLAN NONQUALIFIED STOCK OPTION AGREEMENT 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?). 1. Option Grant. In accordance with the terms of the Pla

April 30, 2008 EX-3.1

ARTICLES OF INCORPORATION GEOSPATIAL HOLDINGS, INC. (FORMERLY KAYENTA KREATIONS, INC.)

Exhibit 3.1 ARTICLES OF INCORPORATION OF GEOSPATIAL HOLDINGS, INC. (FORMERLY KAYENTA KREATIONS, INC.) THE UNDERSIGNED natural persons of the age of twenty-one (21) years or more, acting as incorporators of a corporation under the Nevada Business Corporation Act, adopt the following Articles of Incorporation for such corporation. ARTICLE I - NAME The name of the Corporation is Geospatial Holdings,

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