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 Company
(“Oxenreiter”).


 


RECITALS


 


WHEREAS,
from December 1, 2009 to June 30, 2012, Oxenreiter incurred expenses and made disbursements in the course of performing
his duties for the Company, which have not been reimbursed to Oxenreiter by the Company, all of which unreimbursed amounts aggregate
$12,061.74 (the “Unpaid Expense Amount”); and


 


WHEREAS, from July 1, 2012 through August 1, 2013, Oxenreiter has incurred expenses and made disbursements in the course of
performing his duties for the Company, which has not been reimbursed to Oxenreiter by the Company, all of which unreimbursed
amounts aggregate $1,759.33 (the “Recent Unpaid Expense Amount”); and


 


WHEREAS,
GMS has not paid to Oxenreiter his salary in the aggregate amount of $223,958.62 for the period prior to and including June
30, 2012 (the “Unpaid Salary Amount”) and (b) $31,250.04 for the period from July 1, 2012 through August
1, 2013 (the “Recent Unpaid Salary Amount”); and


 


WHEREAS, the Company and GMS desire that Oxenreiter exchange (i) the Unpaid Expense Amount and (ii) the Unpaid Salary Amount for
shares of common stock, par value $.001 per share, of the Company (“Common Stock”), and a warrant to purchase
shares of Common Stock; and


 


WHEREAS,
the Company and Oxenreiter desire to memorialize the Recent Unpaid Expense Amount and the Recent Unpaid Salary Amount, and
agree upon the terms of their payment;


 


WHEREAS,
the Company desires to grant certain registration rights to Oxenreiter.


 


NOW
THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Company,
GMS and Oxenreiter hereby agrees as follows:


 



    	 



    	 



    

 


AGREEMENT


 


1.           CONVERSION AND RELEASE.


 


1.1          Conversion
into Common Stock and Warrant. Upon the terms and subject to the conditions of this Agreement, Oxenreiter hereby surrenders
and releases to the Company his right to receive payment of the Unpaid Expense Amount and the Unpaid Salary Amount, and in exchange
therefor, the Company hereby issues and delivers to Oxenreiter (a) 3,371,719 shares of Common Stock (the “Conversion Stock”)
and (b) a warrant to purchase 337, 172 shares of Common Stock in the form of Exhibit A hereto (the “Warrant”).


 


1.2          Release. Oxenreiter hereby accepts the Conversion Stock and the Warrant in full payment and satisfaction of the Unpaid
Expense Amount and the Unpaid Salary Amount, and releases and discharges the Company, GMS and all of their respective employees,
agents, successors, assigns, affiliates, directors and officers from and against any and all other obligations or liabilities
relating to the Unpaid Expense Amount and the Unpaid Salary Amount. Notwithstanding anything in this Agreement to the contrary,
nothing contained herein is intended to, and this Agreement shall not operate to, release any claims Oxenreiter may have to enforce
any rights conferred under this Agreement.


 


1.3          
Payment of Taxes. To the extent that the issuance of the Conversion Stock and the Warrant to Oxenreiter would be subject
to taxes imposed against Oxenreiter under the Internal Revenue Code of 1986, as amended, the Federal Insurance Contributions Act,
as amended, and any state or local tax code or regulation, if applicable (collectively, the “Taxes”), then Oxenreiter
shall be entitled to receive a payment from the Company (the “Gross-Up Payment”) in an amount such that after payment
by Oxenreiter of all federal, state and local taxes (including income taxes and excise taxes) imposed on the Gross-Up Payment,
Oxenreiter retains an amount of the Gross-Up Payment equal to the Taxes.


 


1.4          Repayment of Recent Unpaid Expense Amount and Recent Unpaid Salary Amount.The Company hereby acknowledges its obligation
and liability to pay the Recent Unpaid Expense Amount and the Recent Unpaid Salary Amount to Oxenreiter and agrees to use its
reasonable commercial efforts to pay such amounts to Oxenreiter as soon as possible.


 


1.5          Registration Rights. Concurrently with the execution and delivery of this Agreement, the Company and Oxenreiter are entering into
a Registration Rights Agreement in the form of Exhibit B hereto (the “Registration Rights Agreement”).


 



    	2



    	 



    

 


2.          
REPRESENTATIONS AND WARRANTIES OF THE COMPANY. The Company hereby represents and warrants to Oxenreiter that as of the Effective
Date:


 


2.1          Organization.The
Company is duly organized, validly existing and in good standing under the laws of the State of Nevada. The Company has full power
and authority to own or lease its properties and to carry on its business as presently conducted.


 


2.2          Due
Authorization and Valid Issuance.The Company has all requisite corporate power and authority to execute, deliver and perform
its obligations under this Agreement, the Warrant and the Registration Rights Agreement. This Agreement, the Warrant the Registration
Rights Agreement have been duly authorized and validly executed and delivered by the Company and each constitutes the legal, valid
and binding agreement of the Company enforceable against the Company in accordance with its terms, except as (a) rights to indemnity
and contribution may be limited by state or federal securities laws of the public policy underlying such laws, (b) enforceability
may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights
and contracting parties’ rights generally and (c) enforceability may be subject to general principles of equity (regardless
of whether such enforceability is considered in a proceeding in equity or at law).


 


2.3          Capitalization.
Immediately prior to giving effect to the transactions contemplated by this Agreement, the authorized capital stock of the Company
consists of (i) 100,000,000 shares of common stock, par value $.001 per share, of which 45,871,371 shares are issued and outstanding,
and (ii) 5,000,000 shares of preferred stock, par value $.001 per share, 5,000,000 of which are designated as “Series B
Convertible Preferred Stock” of which 4,460,429 are issued and outstanding. As of the date hereof, 15,000,000 shares of
common stock are reserved for issuance upon exercise of stock options granted or to be granted under the Company’s Stock
Incentive Plans. As of the date hereof there are outstanding warrants to purchase 5,942,272 shares of common stock and outstanding
warrants to purchase 446,023 shares of Series B Convertible Preferred Stock.


 


2.4          Issuance
of Shares.The shares of Conversion Stock, when issued, sold and delivered in accordance with the terms of this Agreement,
and the shares of Common Stock issuable pursuant to the Warrant, when issued, sold and delivered in accordance with the terms
of the Warrant, will be duly authorized, validly issued, fully-paid and nonassesable.


 


2.5          Private Offering. Assuming the correctness of the representations and warranties of Oxenreiter set forth in Section 3 hereof,
the issuance of the Conversion Stock and the Warrant is exempt from registration under the Securities Act of 1933, as amended,
and the rules and regulations promulgated thereunder (the “Securities Act”). Neither the Company nor any person
acting on behalf of the Company has offered or sold the Conversion Stock or the Warrant by any form of general solicitation or
general advertising.


 



    	3



    	 



    

 


3.         
REPRESENTATIONS AND WARRANTIES OF OXENREITER. Oxenreiter hereby represents and warrants to the Company, as of the
date hereof, as follows:


 


3.1          Authorization.Oxenreiter has the requisite legal power and authority to enter into this Agreement and this Agreement
constitutes a valid and legally binding obligation of Oxenreiter, except as the same may be limited by bankruptcy, insolvency,
moratorium or other laws of general application affecting the enforcement of creditors’ rights.


 


3.2          Conversion
Stock and Warrant Not Registered; Reliance Upon Oxenreiter’s Representations. Oxenreiter
understands and acknowledges (i) that the Conversion Stock and the Warrant are not registered or qualified under any federal,
foreign or state securities laws, (ii) that the Conversion Stock and the Warrant are being issued to Oxenreiter on the ground
that the issuance of securities hereunder is exempt from registration under all applicable securities laws pursuant to
exemptions thereunder, and (iii) that the Company’s reliance on such exemptions is predicated on Oxenreiter’s
representations set forth herein.


 


3.3          Accredited Investor.Oxenreiter is an “accredited investor” within the meaning of Rule 501 of Regulation D
under the Securities Act, as presently in effect.


 


3.4          Restricted Securities. Oxenreiter understands that the Conversion Stock and the Warrant constitute restricted securities
under applicable securities laws and may not be resold or transferred unless they are first registered on qualified under applicable
securities laws or unless an exemption from such registration or qualification is available. Accordingly, Oxenreiter hereby acknowledges
that he is prepared to hold the Conversion Stock and the Warrant for an indefinite period of time, until resale is permitted under
applicable securities laws.


 


3.5          Experience; Risk. Oxenreiter has such knowledge and experience in financial and business matters that Oxenreiter is capable
of evaluating the merits and risks of the acquisition of the Conversion Stock and the Warrant and of protecting Oxenreiter’s interests
in connection therewith. Oxenreiter is able to fend for himself in the transactions contemplated by this Agreement and has the
ability to bear the economic risk of the investment, including complete loss of the investment.


 


3.6          Investment.Oxenreiter is acquiring the Conversion Stock and the Warrant for investment for his own account, not as
a nominee or agent and not with a view to, or for resale in connection with any distribution thereof, and Oxenreiter has no present
intention of selling, granting any participation in, or otherwise distributing the same.


 



    	4



    	 



    

 


4.           RESTRICTED SECURITIES.


 


4.1          Restrictive
Legends.


 


(a)          Unless and until otherwise permitted by this Section, each certificate for Conversion Stock issued to Oxenreiter or any subsequent
transferee of any such certificate shall be stamped or otherwise imprinted with a legend of substantially the following form:


 


“THE
SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR ANY OTHER APPLICABLE FEDERAL
OR STATE SECURITIES LAWS, AND THUS MAY NOT BE TRANSFERRED UNLESS REGISTERED UNDER THE SECURITIES ACT OR 1933 AND SUCH OTHER LAWS
OR UNLESS AN EXEMPTION FROM REGISTRATION IS AVAILABLE.”


 


(b)          In
addition to the legend required by this Section 4.1, each certificate for Company shares issued under or pursuant to this Agreement
to Oxenreiter or any subsequent transferee shall be stamped or otherwise imprinted with any legend required pursuant to applicable
state corporation and securities laws.


 


4.2          Transfer.The
Company may decline to acknowledge or register a transfer of any Company shares bearing any legend pursuant to Section 4.1, and
may instruct any transfer agent for its Company shares to decline the same, unless the Company is reasonably satisfied that the
Company shares being transferred have been registered or are exempt from registration under applicable securities laws.


 


4.3          Removal
of Legends. Whenever the legend described in Section 4.1 shall no longer be required by law, the holder of any particular
Company shares bearing such legends shall be entitled to receive from the Company, without expense to such holder, one or more
new certificates for such particular Company shares not bearing restrictive legends pursuant to Section 4.1 hereof.


 


5.           MISCELLANEOUS.


 


5.1          Further
Instruments and Actions. The parties agree to execute such further instruments and to take such further action as may reasonably
be necessary to carry out the intent of this Agreement.


 


5.2          Expenses. Each party hereto agrees to pay its expenses incurred in connection with this Agreement and the documents and
transactions contemplated herein.


 



    	5



    	 



    

 


5.3          Notices.All
notices and other communications required or permitted hereunder shall be given in writing and shall be delivered by personal
delivery, facsimile, electronic mail, overnight delivery service, or U.S. mail service, addressed as follows:


 


 The Company:


 Geospatial Holdings, Inc.


 229 Howes Run Road


 Sarver, PA 16055


 Attn: Mark Smith, Chief Executive Officer


 T: 724-353-3400


 F: 724-353-3049


 Email: mark@geospatialcorporation.com


 


 Oxenreiter:


 Thomas R. Oxenreiter


 10101 Clubhouse Road


 Presto, PA 15142


 T: 412-206-9362


 Email: toxenreiter@geospatialcorporation.com


 


Any notice or other communication delivered
in accordance with this Section 5 shall be deemed to have been given upon actual receipt or refusal of such delivery.


 


5.4          Governing Law. This Agreement shall be governed in all respects by the laws of the Commonwealth of Pennsylvania without
giving effect to the conflicts of laws principles hereof.


 


5.5          Successors and Assigns; Assignment. No party may assign this Agreement or any rights or obligations hereunder without the
prior written consent of the other party, which consent may not be unreasonably withheld, including by merger or consolidation. Subject to the preceding, this Agreement shall be binding upon, inure to the benefit of and be enforceable by the parties hereto
and their respective successors and assigns.


 


5.6          Amendments and Waivers.This Agreement may only be amended with the written consent of the Company and Oxenreiter, or
the successors or permitted assigns of the foregoing, and no oral waiver or amendment shall be effective under any circumstances
whatsoever.


 


5.7          Counterparts. This Agreement may be signed in two or more counterparts. Signatures and delivery may be transmitted via
facsimile or email.


 


5.8          Entire
Agreement.This Agreement, the attached exhibits and the other documents delivered pursuant hereto constitute the
full and entire understanding and agreement between the parties with regard to the subjects hereof and thereof and they
supersede, merge and render void every other prior written and/or oral understanding or agreement among or between the
parties hereto relating to the subjects hereof.


 



    	6



    	 



    

 


5.9          Severability. The invalidity or unenforceability of any provision hereof in any jurisdiction shall not affect the validity,
legality or enforceability of the remainder hereof in such jurisdiction or the validity, legality or enforceability hereof, including
any such provisions, in any other jurisdiction, it being intended that all rights and obligation of the parties hereunder shall
be enforceable to the fullest extent permitted by law.


 


5.10        Consent to Jurisdiction. Each of the parties hereby irrevocably acknowledges and consent that nay legal action or proceeding
brought with respect to any of the obligations arising under or relating to this Agreement shall be brought in the courts of the
Commonwealth of Pennsylvania or if it has or can acquire jurisdiction, in the United States District Court for the Western District
of Pennsylvania, as the party bringing such action or proceeding may elect, and each of the parties hereby irrevocably submits
to and accepts with regard to any such action or proceeding, for itself and in respect of its property, generally and unconditionally,
the jurisdiction of the aforesaid courts. Each party hereby further irrevocably waives any claim that any such courts lack jurisdiction
over such party, and agrees not to plead or claim, in any legal action or proceeding with respect to this Agreement or the transactions
contemplated hereby brought in any of the aforesaid courts, that any such court lacks jurisdiction over such party.


 


5.12        Titles
and Subtitles.The titles of the sections and subsections of this Agreement are for convenience of reference only and are
not to be considered in construing this Agreement.


 


[SIGNATURES APPEAR ON THE FOLLOWING PAGE]


 



    	7



    	 



    

 


IN WITNESS WHEREOF, the
parties hereto have executed this Agreement as of the day and year written above.


 


	COMPANY:	 	OXENREITER:
	 	 	 	 
	GEOSPATIAL HOLDINGS, INC.	 	
	 	 	 	
	By:	/s/ Mark A. Smith	 	/s/ Thomas R. Oxenreiter
	 	Mark A. Smith, CEO	 	Thomas R. Oxenreiter
	 	 	 	 
	GMS:	 	 
	 	 	 	 
	GEOSPATIAL MAPPING SYSTEMS, INC.	 	 
	 	 	 	 
	By:	/s/ Mark A. Smith	 	 
	 	Mark A. Smith, CEO	 	 



 



    	8



    	 



    

 


EXHIBIT A


 


FORM
OF WARRANT


 


See Attached


 



    	9



    	 



    

 


NEITHER THIS WARRANT NOR THE
SECURITIES ISSUABLE UPON EXERCISE HEREOF HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES
LAWS. NEITHER THIS WARRANT NOR THE SECURITIES ISSUABLE UPON EXERCISE HEREOF MAY BE TRANSFERRED EXCEPT (A) PURSUANT TO AN EFFECTIVE
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND APPLICABLE STATE SECURITIES LAWS, OR (B) IN A TRANSACTION
WHICH IS EXEMPT FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND APPLICABLE STATE SECURITIES LAWS.


 


Warrant Issue Date: August ____,
2013


 


COMMON
STOCK PURCHASE WARRANT


 


For value received,
Geospatial Holdings, Inc. (the “Company”), a Nevada corporation, hereby certifies that __________ (the
“Holder”) or its permitted assign(s) is entitled to purchase from the Company, at any time or from time to
time during the Exercise Period (as defined below), in whole or in part, shares of the Company’s Common Stock, par
value $.001 per share (“Common Stock”), at a price per share equal to $0.25 (the “Exercise
Price”). This Warrant is subject the following terms and conditions. This Warrant is issued pursuant to that certain
Conversion Agreement dated as of August _____, 2013, by and between the Company, Geospatial Holdings, Inc. and the Holder (the
“Conversion Agreement”). This Warrant is subject to the terms of the Conversion Agreement and the
following additional terms and conditions.


 


1.            Certain Definitions.


 


(a)          “Change in Control” means any sale of capital stock of the Company or consolidation or merger of the Company
with or into any other corporation or other entity or person, or any other corporate reorganization, in which the stockholders
of the Company immediately prior to such sale, consolidation, merger or reorganization, do not hold at least a majority of the
resulting or surviving corporation’s voting power immediately after such consolidation, merger or reorganization, or the sale,
lease, or other disposition of all or substantially all of the assets of the Company.


 


(b)          “Exercise Period” means the period commencing on the Warrant Issue Date and ending on the date that is the earliest
to occur of (i) 5: 00 p.m. (prevailing local time at the principal executive office of the Company) on the fifth anniversary
of the Warrant Issue Date, (ii) a Change in Control, or (iii) the closing of a Qualified Public Offering (as defined in the Certificate
of Designation of Series B Preferred Stock of the Company).


 



    	10



    	 



    

 


2.            Exercise of Warrant.


 


(a)          The purchase rights represented by this Warrant are exercisable by the Holder, in whole or in part, during the Exercise Period
by the surrender of this Warrant, with the form of Subscription Agreement attached hereto as Annex A duly completed and executed
by the Holder, to the Company at its principal executive office, accompanied by payment in cash, in lawful money of the United
States of America, including by certified or official bank check made payable to the order of the Company or by wire transfer
of immediately available funds to an account designated by the Company, of an amount equal to the Exercise Price multiplied by
the number of shares of Common Stock being purchased pursuant to such exercise of the Warrant.


 


(b)          This Warrant may be exercised for less than the full number of shares of Common Stock first shown above, provided that this Warrant
may not be exercised in part for less than a whole number of shares of Common Stock. Upon any such partial exercise, the Company
at its expense will forthwith issue to the Holder a new Warrant or Warrants of like tenor exercisable for the number of shares
of Common Stock as to which rights have not been exercised (subject to adjustment as herein provided), such Warrant or Warrants
to be issued in the name of the Holder or its nominee.


 


(c)          As soon as practicable after the exercise of this Warrant and payment of the Exercise Price, and in any event within 20 business
days thereafter, the Company, at its expense, will cause to be issued in the name of and delivered to the Holder a certificate
or certificates for the number of duly authorized, validly issued, fully paid and non-assessable shares of Common Stock to which
the Holder shall be entitled upon such exercise, plus, in lieu of any fractional share to which the Holder would otherwise be
entitled, cash in an amount determined in accordance with Section 3(d) hereof. The Company agrees that the shares so purchased
shall be deemed to be issued to the Holder as the record owner of such shares as of the close of business on the date on which
this Warrant shall have been surrendered and payment made for such shares as aforesaid.


 


(d)          Prior to the exercise of this Warrant, the Holder shall not be entitled to any rights of a stockholder of the Company with respect
to shares for which this Warrant shall be exercisable, including, without limitation, the right to vote, to receive dividends
or other distributions or to exercise any preemptive rights, and shall not be entitled to receive any notice of any proceedings
of the Company.


 


(e)          In the event that the Company proposes to engage in a Change in Control or Qualified Public Offering, it shall give the Holder
written of its intention not less than ten (10) days prior to the date of the proposed closing of such transaction. The notice
shall describe the material terms and conditions upon which the Company proposes to consummate such transaction.


 



    	2



    	 



    

 


3.            Adjustments.


 


(a)          Adjustments Generally. In order to prevent dilution of the rights granted hereunder in the specific circumstances contemplated
by this Section 3, the Exercise Price shall be subject to adjustment from time to time in accordance with this Section 3. Upon
each adjustment of the Exercise Price pursuant to this Section 3, the Holder shall thereafter be entitled to acquire upon exercise,
at the Exercise Price resulting from such adjustment, the number of shares of Common Stock determined by (i) multiplying (A) the
Exercise Price in effect immediately prior to such adjustment by (B) the number of shares of Common Stock issuable upon exercise
hereof immediately prior to such adjustment, and (ii) dividing the product thereof by the Exercise Price resulting from such adjustment;
provided that no such adjustments shall be made in the Exercise Price and/or the number of shares of Common Stock subject
to this Warrant if the conversion ratio of the Common Stock already reflects such event.


 


(b)          Subdivisions, Stock Dividends and Recapitalizations. In case the Company shall at any time subdivide its outstanding shares
of Common Stock into a greater number of shares (including, without limitation, through any stock split effected by means of a
dividend on the Common Stock which is payable in Common Stock), the Exercise Price in effect immediately prior to such subdivision
shall be proportionately reduced, and, conversely, in case the outstanding shares of Common Stock of the Company shall be combined
into a smaller number of shares, the Exercise Price in effect immediately prior to such combination shall be proportionately increased,
unless the conversion ratio of such Common Stock already reflects such event.


 


(c)          Reorganization.
Reclassification, Consolidation. Merger or Sale of Assets. If any capital reorganization or reclassification of the capital stock
of the Company, or consolidation or merger of the Company with another corporation, or the sale of a significant amount of assets
to another corporation shall be effected in such a way that (i) does not constitute a Change in Control, and (ii) holders of Common
Stock shall be entitled to receive stock, securities, cash or other property with respect to or in exchange for Common Stock,
then, as a condition of such reorganization, reclassification, consolidation, merger or sale, lawful and adequate provision shall
be made whereby the Holder shall have the right to acquire and receive upon exercise of this Warrant such shares of stock, securities,
cash or other property of the successor corporation that a holder of the shares deliverable upon exercise of this Warrant would
have been entitled to receive in such reorganization, reclassification, consolidation, merger or sale if this Warrant had been
exercised immediately before such reorganization, reclassification, consolidation, merger or sale. The foregoing provisions shall
similarly apply to successive reorganizations, reclassifications, consolidations, mergers or sales and to the stock or securities
of any other corporation that are at the time receivable upon the exercise of this Warrant. In all events, appropriate adjustments
(as determined by the Board of Directors of the Company) shall be made in the application of the provisions of this Warrant with
respect to the rights and interests of the Holder after the transaction, to the end that the provisions of this Warrant shall
be applicable after that event, as near as reasonably may be, in relation to any shares or other property deliverable after that
event upon exercise of this Warrant.


 



    	3



    	 



    

 


(d)          Fractional
Shares. The Company shall not issue fractions of shares of Common Stock upon exercise of this Warrant or scrip in lieu
thereof. If any fraction of a share of Common Stock would, except for the provisions of this Section 3(d), be issuable upon
exercise of this Warrant, then the Company shall in lieu thereof pay to the person entitled thereto an amount in cash
equal to the current value of such fraction, calculated to the nearest one-hundredth (1/100) of a share, to be computed on
the basis of the fair market value per share as determined in good faith by the Board of Directors of the Company.


 


(e)          Certificate
as to Adjustments. Whenever the Exercise Price shall be adjusted as provided in Section 3 hereof, the Company shall promptly
compute such adjustment and furnish to the Holder a certificate setting forth such adjustment and showing in reasonable detail
the facts requiring such adjustment, the Exercise Price that will be effective after such adjustment and the number of shares
and the amount, if any, of other property that at the time would be received upon the exercise of this Warrant.


 


4            Reservation
of Stock Issuable on Exercise of Warrants. The Company shall at all times reserve and keep available out of its authorized
but unissued stock, solely for the issuance and delivery upon the exercise of this Warrant, such number of its duly authorized
shares of Common Stock as from time to time shall be issuable upon the exercise of this Warrant. All of the shares of Common Stock
issuable upon exercise of this Warrant, when issued and delivered in accordance with the terms hereof and thereof, will be duly
authorized, validly issued, fully paid and non-assessable, subject to no lien or other encumbrance other than restrictions on
transfer arising under applicable securities laws and restrictions imposed by Section 6(a) hereof and the Agreements to which
reference is made in Section 6(b) hereof.


 


5.            Replacement of Warrant. Upon receipt of evidence reasonably satisfactory to the Company of the loss, theft, destruction
or mutilation of this Warrant and (in the case of loss, theft or destruction) upon delivery of an indemnity agreement reasonably
satisfactory to the Company (with surety if reasonably required), or (in the case of mutilation) upon surrender and cancellation
thereof, the Company will issue, in lieu thereof, a new Warrant of like tenor and amount.


 


6.            Negotiability. This Warrant is issued upon the following terms:


 


(a)          Transfer. By acceptance hereof, the Holder acknowledges and agrees that the Holder is acquiring the Warrant and the shares
of Common Stock issuable upon exercise hereof for investment for its own account, not as a nominee or agent, and not with a view
to, or for resale in connection with, any distribution thereof, and Holder has no present intention of selling, granting any participation
in, or otherwise distributing the same.


 



    	4



    	 



    

 


(b)          Agreements. As a condition to the Company’s obligation to issue shares of Common Stock upon exercise
hereof, the Holder shall execute the Subscription Agreement attached hereto as Annex A.


 


(c)          Transfer Taxes.The Company shall not be required to pay any federal or state transfer tax or charge that may be payable
in respect of any transfer involved in the transfer or delivery of this Warrant or the issuance or conversion or delivery of certificates
for Common Stock in a name other than that of the Holder or to issue or deliver any certificates for Common Stock upon the exercise
of this Warrant until any and all such taxes and charges shall have been paid by the Holder or until it has been established to
the Company’s reasonable satisfaction that no such tax or charge is due.


 


(d)          Compliance with Securities Laws.The Holder, by acceptance hereof, acknowledges that this Warrant and the shares of
Common Stock to be issued upon exercise hereof are being acquired solely for the Holder’s own account and not as a nominee for
any other party, and for investment, and that the Holder will not offer, sell or otherwise dispose of this Warrant or any shares
of Common Stock to be issued upon exercise hereof except under circumstances that will not result in a violation of applicable
federal and state securities laws.


 


7.            Subdivision of Rights. Subject to Section 6, this Warrant (as well as any new Warrants issued pursuant to the provisions
of this Section 7) is exchangeable, upon the surrender hereof by the Holder, at the principal executive office of the Company
for any number of new Warrants of like tenor and date representing in the aggregate the right to subscribe for and purchase the
number of shares of Common Stock of the Company which may be subscribed for and purchased hereunder.


 


8.            Miscellaneous.


 


(a)          Notices. Any notice or other communication required or permitted to be given hereunder shall be in writing and given as
provided in the Conversion Agreement.


 


(b)          Books of the Company. The Company may treat the holder hereof as appearing on the Company’s books at any time as the holder
for all purposes.


 


(c)          Headings. The headings in this Warrant are for purposes of reference only, and shall not limit or otherwise affect the
meaning hereof.


 


(d)          Amendment; Waiver. This Warrant and any term hereof may be amended, waived, discharged or terminated only by an instrument
in writing signed by the party against whom enforcement of such amendment, waiver, discharge or termination is sought. No waivers
of any term, condition or provision of this Warrant, in any one or more instances, shall be deemed to be, or construed as, a further
or continuing waiver of any such term, condition or provision.


 



    	5



    	 



    

 


(e)          Benefits
of this Warrant. Nothing in this Warrant shall be construed to give any person or corporation other than the Company and the
Holder any legal or equitable right, remedy or claim under this Warrant and this Warrant shall be for the sole and exclusive benefit
of the Company and the Holder and any other permitted holder or holders of the Warrant.


 


[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]


 



    	6



    	 



    

 


IN WITNESS
WHEREOF, the Company has caused this Warrant to be duly executed and delivered by its authorized officer, as of the date first
above written.


 


	 	Geospatial Holdings,Inc.
	 	 	 
	 	By:	 
	 	 	Mark A. Smith
	 	 	Chief Executive Officer



 



    	7



    	 



    

 


ANNEX A


 


SUBSCRIPTION
AGREEMENT


 


Date:     ____________________


 


To:         ____________________


 


              ____________________


 


              ____________________


 


The
undersigned (the “Purchaser”), pursuant to the provisions set forth in the attached Warrant, hereby irrevocably
elects (a) to purchase shares of Common Stock (the “Warrant Shares”) covered by such Warrant and herewith makes
payment of $ __________, representing the full purchase price for such shares at the price per share provided for in such Warrant
or (b) to exercise the Warrant with respect to __________ shares of Common Stock, pursuant to Section 2(b) of the Warrant [STRIKE
(a) OR (b) AS APPLICABLE].


 


Purchaser represents and warrants to the Company as
follows:


 


1.          Investment
Representations.Purchaser understands that the Warrant Shares have not been registered under the Securities Act. Purchaser
also understands that the Warrant Shares are being offered and sold pursuant to an exemption from registration contained in the
Securities Act based in part upon Purchaser’s representations contained in this Agreement.


 


2.          Experience; Risk.Purchaser has such knowledge and experience in financial and business matters that Purchaser is capable
of evaluating the merits and risks of the purchase of the Warrant Shares and of protecting Purchaser’s interests in connection
therewith. Purchaser is able to fend for itself in the transactions contemplated by this Agreement and has the ability to bear
the economic risk of the investment, including complete loss of the investment.


 


3.          Investment. Purchaser is acquiring the Warrant Shares for investment for its own account, not as a nominee or agent, and
not with a view to, or for resale in connection with, any distribution thereof, and Purchaser has no present intention of selling,
granting any participation in, or otherwise distributing the same. Purchaser understands that the Warrant Shares have not been
registered under the Securities Act and applicable state securities laws (collectively, the “Acts”) by reason of a specific
exemption from the registration provisions of the Acts which depends upon, among other things, the bona fide nature of the investment
intent and the accuracy of Purchaser’s representations as expressed herein.


 



    	8



    	 



    

 


4.          Information.
Purchaser has been furnished with all information which it deems necessary to evaluate the merits and risks of purchasing the
Warrant Shares and has had the opportunity to ask questions concerning the Warrant Shares and the Company and all questions posed
have been answered to its satisfaction. Purchaser has been given the opportunity to obtain any additional information it deems
necessary to verify the accuracy of any information obtained concerning the Warrant Shares and the Company. Purchaser has such
knowledge and experience in financial and business matters that it is able to evaluate the merits and risks of purchasing the
Warrant Shares and to make an informed decision relating thereto.


 


5.          Restricted Securities; Restrictions on Transfer. Purchaser understands that the Warrant Shares will be “restricted
securities” under applicable securities laws inasmuch as they are being acquired from the Company in a transaction not involving
a public offering and that under such laws and applicable regulations the Warrant Shares may be resold without registration under
the Acts only in certain limited circumstances. Purchaser acknowledges that Warrant Shares must be held indefinitely unless subsequently
registered under the Acts or an exemption from such registration is available. To the extent that Purchaser is not already a party
to such agreements, Purchaser agrees to execute and deliver a counterpart signature page, and become a party, to such stockholder
and registration rights agreements as are then in effect by and among the Company and its stockholders.


 


6.          No Public Market. Purchaser understands that no public market now exists for any of the securities issued by the Company
and that there is no assurance that a public market will ever exist for such securities.


 


7.          Accredited Investor. Purchaser is an “accredited investor” within the meaning of Rule 501 promulgated under the
Securities Act. The Purchaser has considered the Federal and state income tax implications of the exercise of the Warrant and
the purchase and subsequent sale of the Warrant Shares.


 


8.          Residence. If Purchaser is an individual, then Purchaser resides in the state or province identified in the address of
Purchaser set forth below; if Purchaser is a partnership, corporation, limited liability company or other entity, then the office
or offices of Purchaser in which its investment decision was made is located at the address or addresses of Purchaser set forth
below.


 


	 	 
	 	Signature	 
	 	 	 
	 	Print name:	 
	 	 	 
	 	Address:	
	 	 
	 	 



 



    	2



    	 



    

 


NOTICE OF TRANSFER


 


[To be signed only upon
transfer of Warrant]


 


FOR
VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto the Assignee named below the rights and obligations represented
by the within Warrant with respect to the number of shares of Common Stock of __________ set forth below:


 


	Name of Assignee	Address	No. of Shares



 


and appoints __________ attorney to transfer said right
on the warrant register of __________ with full power of substitution in the premises.


 


Dated: __________


 


	 	 
	 	(Signature must conform in all respects to name of Holder as specified on the face of the Warrant)
	 	 	 
	 	Address:	 
	 	 	 
	 	 
	 	 
	 	 



 



    	3



    	 



    

 


EXHIBIT B


 


FORM
OF REGISTRATION RIGHTS AGREEMENT


 


See Attached


 



    	4



    	 



    

 


REGISTRATION
RIGHTS AGREEMENT


 


THIS
REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of this __ day of August, 2013 (the “Effective
Date”) by and between Geospatial Holdings, Inc., a Nevada corporation (the “Company”), and Thomas
R. Oxenreiter, an individual resident of Presto, Pennsylvania (“Oxenreiter”).


 


AGREEMENT


 


WHEREAS,
the Company, Geospatial Mapping Systems, Inc. and Oxenreiter are parties to a Conversion Agreement dated the date hereof (the
“Conversion Agreement”); and


 


WHEREAS,
the Conversion Agreement requires that, upon execution of the Conversion Agreement, Geospatial and Oxenreiter will enter into
this Agreement.


 


NOW, THEREFORE,
in consideration of the mutual covenants and agreements set forth herein and for good and valuable consideration, the receipt
and adequacy of which is hereby acknowledged, the parties hereby agree as follows:


 


ARTICLE
I


DEFINITIONS


 


1.1          Definitions.
As used in this Agreement, and unless the context requires a different meaning, the following terms have the meanings indicated:


 


“Agreement” has the meaning set
forth in the preamble.


 


“Board”
means the board of directors of the Company.


 


“Common Stock” means the common
stock, par value $.001 per share, of the Company.


 


“Company” has the meaning
set forth in the preamble.


 


“Contractual
Obligation” means as to any Person, any material provision of any security issued by such Person or any material provision
of any agreement, lease of real or personal property, undertaking, contract, indenture, mortgage, deed of trust or other instrument
including, without limitation, the organizational or governing documents of such Person, to which such Person is a party or by
which it or any of its property is bound.


 


“Effective Date” has the meaning
set forth in the preamble.


 


“Exchange
Act” means the Securities Exchange Act of 1934, as amended.


 


“Governmental Authority” means any
court, tribunal, arbitrator, authority, agency, commission, official or other instrumentality of any government of any
nation, state, city, locality or other political subdivision.


 



    	5



    	 



    

 


“Holder”
means (i) any person owning of record Registrable Shares that have not been sold to the public or (ii) any assignee of record
of such Registrable Shares in accordance with Section 4.9 hereof.


 


“Initial
Offering” means the Company’s first firm commitment underwritten public offering of its Common Stock registered under
the Securities Act.


 


“Person”
means any individual, firm, corporation, partnership, trust, incorporated or unincorporated association, joint venture, joint
stock company, Governmental Authority or other entity of any kind, and shall include any successor (by merger or otherwise) of
such entity.


 


’‘Register,”
“registered” and “registration” refer to a registration effected by preparing and filing a registration
statement in compliance with the Securities Act, and the declaration or ordering of effectiveness of such registration statement
or document.


 


“Registrable
Shares” means (a) Common Stock of the Company issued to Oxenreiter pursuant to the Conversion Agreement; (b) any other
shares of Common Stock hereafter owned or held by Oxenreiter; and (c) any “Registrable Shares” as defined in any other
agreement pursuant to which the Company has granted registration rights. Notwithstanding the foregoing, Registrable Shares shall
not include any securities sold by a Person to the public either pursuant to a registration statement or Securities Act Rule 144
or sold in a private transaction in which the transferor’s rights pursuant to Section IV of this Agreement are not assigned.


 


“Registration
Expenses” means all expenses incurred by the Company in complying with Sections 4.1, 4.2 and 4.3 hereof, including, without
limitation, all registration and filing fees, printing expenses, fees and disbursements of counsel for the Company, reasonable
fees and disbursements of a single special counsel for the Holders, blue sky fees and expenses and the expense of any special
audits incident to or required by any such registration.


 


“Requirements
of Law” means, as to any Person, the provisions of the charter and bylaws or other organizational or governing documents
of such Person, and any law, treaty, rule, regulation, right, privilege, qualification, license or franchise, order,judgment,
or determination of an arbitrator or a court or other Governmental Authority applicable to or binding upon such Person or any
of its property (or to which such Person or any of its property is subject) or applicable to any or all of the transactions contemplated
by, or referred to in, this Agreement.


 


“Restricted
Period” has the meaning set forth in Section 4.9.


 


“SEC” or “Commission”
means the Securities and Exchange Commission.


 


“SEC
Reports” shall mean all reports required to be filed with the SEC under the Securities Act and the Exchange Act.


 


“Securities Act” means the Securities
Act of 1933, as amended.


 


“Selling
Expenses” means all underwriting discounts and selling commissions applicable to the sale.


 



    	2



    	 



    

 


“Violation”
has the meaning set forth in Section 4.7(a).


 


ARTICLE II


REPRESENTATIONS
AND WARRANTIES OF THE COMPANY


 


The Company hereby represents
and warrants to Oxenreiter follows:


 


2.1          Authorization; Binding Effect. The Company has full power and authority to enter into and perform its obligations under
this Agreement. This Agreement constitutes the valid and legally binding obligation of the Company, enforceable against the Company
in accordance with its terms except (i) as may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, and
other Jaws of general application affecting enforcement of creditors’ rights generally, and (ii) as may be limited by laws relating
to the availability of specific performance, injunctive relief, or other equitable remedies.


 


2.2          Non-contravention.The
execution, delivery and performance of this Agreement by the Company and the consummation of the transactions contemplated hereby,
do not and will not (i) violate any Requirements of Law applicable to the Company, or (ii) result in a material breach or default
under any of the Contractual Obligations of the Company, or under any order, writ, judgment, injunction, decree, determination
or award of any Governmental Authority, in each case applicable to the Company or its properties.


 


ARTICLE
III


REPRESENTATIONS
AND WARRANTIES OF OXENREITER


 


Oxenreiter hereby represents and warrants as of the
date hereof as follows:


 


3.1          Authorization; Binding Effect. Oxenreiter has the requisite legal power and authority to enter into and perform his obligations
under this Agreement. This Agreement constitutes the valid and legally binding obligation of Oxenreiter, enforceable against Oxenreiter
in accordance with its terms, except (i) as may be limited by applicable bankruptcy, insolvency, reorganization, moratorium,
and other laws of general application affecting enforcement of creditors’ rights generally, and (ii) as may be limited by laws
relating to the availability of specific performance, injunctive relief, or other equitable remedies.


 


3.2          Non-contravention.The execution, delivery and performance of this Agreement by Oxenreiter, and the consummation of
the transactions contemplated hereby, do not and will not (a) violate any Requirements of Law applicable to Oxenreiter, or (b)
result in a material breach or default under any of the Contractual Obligations of Oxenreiter, or under any order, writ, judgment,
injunction, decree, determination or award of any Governmental Authority, in each case applicable to Oxenreiter or Oxenreiter’s
properties.


 


ARTICLE
IV


REGISTRATION; COVENANTS
OF THE COMPANY


 


4.1          Registration.
The Company shall, within six (6) months following the Effective Date, file a registration statement under the Securities
Act covering the Registrable Shares and thereafter shall use its reasonable commercial efforts to cause such registration
statement to be declared effective as soon thereafter as reasonably practicable. Such registration shall provide for sale or
distribution of such Registrable Shares on a delayed or continuous basis pursuant to Rule 415 under the Securities Act to the
extent it is available.


 



    	3



    	 



    

 


4.2          Piggyback Registration.The Company shall notify all Holders of Registrable Shares in writing at least thirty (30) days
prior to the filing of any registration statement under the Securities Act for purposes of a public offering of securities of
the Company (including, but not limited to, registration statements relating to secondary offerings of securities of the Company,
but excluding registration statements relating to employee benefit plans or with respect to corporate reorganizations or other
transactions under Rule 145 of the Securities Act), which notice will specify the proposed offering price, the kind and number
of securities proposed to be registered, the distribution arrangements and such other information that at the time would be appropriate
to include in such notice, and will afford each such Holder an opportunity to include in such registration statement all or part
of such Registrable Shares held by such Holder on terms and conditions at least as favorable as those applicable to the securities
to be sold by the Company and by any other person thereunder. Each Holder desiring to include in any such registration statement
all or any part of the Registrable Shares held by it shall, within fifteen ( 15) days after the above-described notice from the
Company, so notify the Company in writing. If a Holder decides not to include some or all of its Registrable Shares in any registration
statement thereafter filed by the Company or decides to withdraw its Registrable Shares from any underwriting or registration
pursuant to Section 4.1, such Holder shall nevertheless continue to have the right to include any Registrable Shares in
any subsequent registration statement or registration statements as may be filed by the Company with respect to offerings of its
securities, all upon the terms and conditions set forth herein


 


a.          Underwriting.If
the registration statement under which the Company gives notice under this Section 4. 2 is for an underwritten offering,
the Company shall so advise the Holders of Registrable Shares. In such event, the right of any such Holder to be included in a
registration pursuant to this Section 4.2 shall be conditioned upon such Holder’s participation in such underwriting
and the inclusion of such Holder’s Registrable Shares in the underwriting to the extent provided herein. All Holders proposing
to distribute their Registrable Shares through such underwriting shall enter into an underwriting agreement in customary form
with the underwriter or underwriters selected for such underwriting by the Company. Notwithstanding any other provision of this
Agreement, if the underwriter determines in good faith that marketing factors require a limitation of the number of securities
to be underwritten and advises the Holders of Registrable Shares in writing, the number of shares that may be included in the
underwriting shall be allocated, first, to the Company; second, to the Holders on a pro rata basis based on the total number of
Registrable Shares held by the Holders; and third, to any holder of securities of the Company (other than a Holder) on a pro rata
basis. In making any such reduction, all shares held by employees of the Company which are not Registrable Shares shall first
be excluded. No such reduction shall (i) reduce the securities being offered by the Company for its own account to be included
in the registration and underwriting or (ii) reduce the amount of Registrable Shares of the selling Holders included in the registration
below thirty three and one-third percent (33 1/3%) of the total amount of securities included in such registration, unless such
offering is the Initial Offering, in which event any or all of the Registrable Shares of the Holders may be excluded. If any Holder
disapproves of the terms of any such underwriting, such Holder may elect to withdraw therefrom by written notice to the Company
and the underwriter, delivered at least ten (10) business days prior to the effective date of the registration statement. Any
Registrable Shares excluded or withdrawn from such underwriting shall be excluded and withdrawn from the registration. For any
Holder which is a partnership, limited liability company or corporation, the partners and members, retired partners and members
and shareholders of such Holder, or the estates and family members of any such partners and members and retired partners and members
and any trusts for the benefit of any of the foregoing person shall be deemed to be a single “Holder,” and any pro
rata reduction with respect to such “Holder” shall be based upon the aggregate amount of shares carrying registration
rights owned by all entities and individuals included in such “Holder,” as defined in this sentence.


 



    	4



    	 



    

 


b.          Right
to Terminate Registration.The Company shall have the right to terminate or withdraw any registration initiated by it under
this Section 4.2 prior to the effectiveness of such registration whether or not any Holder has elected to include securities
in such registration. The Registration Expenses of such withdrawn registration shall be borne by the Company in accordance with
Section 4.4 hereof.


 


4.3          Form S-3 Registration. If the Company shall receive from Holders of at least seventy five percent (75%) of the Registrable
Shares then outstanding a written request or requests that the Company effect a registration on Form S-3 or any similar short-form
registration statement and any related qualification or compliance with respect to all or a part of the Registrable Shares owned
by such Holder or Holders, the Company will:


 


a.          promptly give written notice of the proposed registration, and any related qualification or compliance, to all other Holders of
Registrable Securities; and


 


b.          as
soon as practicable, effect such registration and all such qualifications and compliances as may be so requested and as
would permit or facilitate the sale and distribution of all or such portion of such Holder’s or Holders’
Registrable Shares as are specified in such request, together with all or such portion of the Registrable Shares of any other
Holder or Holders joining in such request as are specified in a written request given within fifteen (15) days after receipt
of such written notice from the Company; provided, however, that the Company shall not be obligated to effect any such
registration, qualification or compliance pursuant to this Section 4.3:


 


(i)          if Form S-3 is not available for such offering by the Holders, or


 


(ii)         if the Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration,
propose to sell Registrable Shares and such other securities (if any) at an aggregate price to the public of less than five hundred
thousand dollars ($500,000), or


 


(iii)        if
the Company shall furnish to the Holders a certificate signed by the chairman of the Board of the Company or its chief executive
officer stating that in the good faith judgment of the Board of the Company, it would be seriously detrimental to the Company
and its shareholders for such Form S-3 registration to be effected at such time, in which event the Company shall have the right
to defer the filing of the Form S-3 registration statement for a period of not more than ninety (90) days after receipt of the
request of the Holder or Holders under this Section 4.3; provided, that such right to delay a request shall
be exercised by the Company not more than once in any twelve (12) month period, or


 



    	5



    	 



    

 


(iv)        if
the Company has, within the twelve (12) month period preceding the date of such request, already effected one (1) registration
on Form S-3 for the Holders pursuant to this Section 4.3.


 


c.          Subject
to the foregoing, the Company shall file a Form S-3 registration statement covering the Registrable Shares and other securities
so requested to be registered as soon as practicable after receipt of the request or requests of the Holders. Registrations effected
pursuant to this Section 4.3 shall not be counted as demands for registration or registrations effected pursuant to Section
4.1 or Section 4.2, respectively.


 


4.4          Expenses of Registration. Except as specifically provided herein, all Registration Expenses incurred in connection with
any registration, qualification or compliance pursuant to Sections 4.1. 4.2 or 4.3 herein shall be borne by the Company. All Selling
Expenses applicable to Registrable Shares sold by Holders incurred in connection with any registrations hereunder shall be borne
by the Holders of the securities so registered pro rata on the basis of the number of shares so registered.


 


4.5          Obligations of the Company. Whenever required to effect the registration of any Registrable Securities, the Company shall,
as expeditiously as reasonably possible:


 


a.          Prepare and file with the SEC a registration statement with respect to such Registrable Shares and use its best efforts to cause
such registration statement to become effective as soon as possible, and in any event within thirty (30) days of the date on which
the obligation to effect such registration arises, and, upon the request of the Holders of a majority of the Registrable Shares
registered thereunder, keep such registration statement effective for up to one hundred eighty (180) days or, if a shelf registration
pursuant to Securities Act Rule 415, until the Holder or Holders have completed the distribution related thereto.


 


b.          Prepare and file with the SEC such amendments and supplements to such registration statement and the prospectus used in connection
with such registration statement as may be necessary to comply with the provisions of the Securities Act with respect to the disposition
of all securities covered by such registration statement for the period set forth in paragraph (a) above.


 


c.          Furnish to the Holders such number of copies of a prospectus, including a preliminary prospectus, in conformity with the requirements
of the Securities Act, and such other documents as they may reasonably request in order to facilitate the disposition of Registrable
Shares owned by them.


 


d.          Use its best efforts to register and qualify the securities covered by such registration statement under such other securities
or Blue Sky laws of such jurisdictions as shall be reasonably requested by the Holders.


 



    	6



    	 



    

 


e.          In
the event of any underwritten public offering, enter into and perfonu its obligations under an underwriting agreement, in usual
and customary form, with the managing underwriter(s) of such offering. Each Holder participating in such underwriting shall also
enter into and perform its obligations under such an agreement, provided that such underwriting agreement shall not provide
for indemnification or contribution obligations on the part of the Holders greater than the obligations set forth in Sections
4.7 (b) and (d).


 


f.          Notify each Holder of Registrable Shares covered by such registration statement at any time when a prospectus relating thereto
is required to be delivered under the Securities Act of the happening of any event as a result of which the prospectus included
in such registration statement, as then in effect, includes an untrue statement of a material fact or omits to state a material
fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances
then existing and correct such misrepresentation or omission as expeditiously as reasonably possible.


 


g.          Use its best efforts to furnish, on the date that such Registrable Shares are delivered to the underwriters for sale, if such
securities are being sold through underwriters, (i) an opinion, dated as of such date, of the counsel representing the Company
for the purposes of such registration, in form and substance as is customarily given to underwriters in an underwritten public
offering, addressed to the underwriters, if any, and (ii) to the Holders requesting registration of Registrable Securities, a
letter dated as of such date, from the independent certified public accountants of the Company, in form and substance as is customarily
given by independent certified public accountants to underwriters in an underwritten public offering addressed to the underwriters.


 


h.          Cooperate and assist in any filings to be made with the Financial Industry Regulatory Authority, Inc.


 


i.           Cause
all such Registrable Shares to be listed on each securities exchange on which similar securities issued by the Company are then
listed, or cause such Registrable Shares to be authorized for trading on the Nasdaq Stock Market if any similar securities issued
by the Company are then so authorized, if requested by the Holders of a majority of such Registrable Securities.


 


j.           Provide a transfer agent and registrar for all Registrable Shares registered pursuant hereunder and a CUSIP number for all such
Registrable Securities, in each case not later than the effective date of such registration.


 


k.          In connection with an underwritten offering, to the extent requested by the managing underwriters or Holders, participate in and
support customary efforts to sell the Registrable Shares in the offering; including without limitation, participating in “road
shows.”


 


4.6          Delay
of Registration; Furnishing Information. It shall be a condition precedent to the obligations of the Company to take any
action pursuant to Section 4.1, 4.2 or 4.3 that the selling Holders shall furnish to the Company such information
regarding themselves, the Registrable Shares held by them and the intended method of disposition of such securities as shall
be required to effect the registration of their Registrable Securities.


 



    	7



    	 



    

 


4.7          Indemnification. In the event any Registrable Shares are included in a registration statement under Section 4.1, 4.2 or
4.3:


 


a.          To the extent permitted by law, the Company will indemnify and hold harmless each Holder, the partners, stockholders, members,
officers and directors of each Holder, any underwriter (as defined in the Securities Act) for such Holder and each person, if
any, who controls such Holder or underwriter within the meaning of the Securities Act or the Exchange Act, against any losses,
claims, damages, or liabilities Goint or several) to which they may become subject under the Securities Act, the Exchange Act
or other federal or state law, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out
of or are based upon any of the following statements, omissions or violations (collectively a “Violation”) by the Company: (i) any untrue statement or alleged untrue statement of a material fact contained in such registration statement, including
any preliminary prospectus or final prospectus contained therein or any amendments or supplements thereto, (ii) the omission or
alleged omission to state therein a material fact required to be stated therein, or necessary to make the statements therein not
misleading, or (iii) any violation or alleged violation by the Company of the Securities Act, the Exchange Act, any state securities
Jaw or any rule or regulation promulgated under the Securities Act, the Exchange Act or any state securities law in connection
with the offering covered by such registration statement; and the Company will pay as incurred to each such Holder, partner,
stockholder, member, officer, director, underwriter or controlling person any legal or other expenses reasonably incurred by them
in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however, that
the indemnity agreement contained in this Section 4.7(a) shall not apply to amounts paid in settlement of any such loss, claim, damage, liability or action if such settlement is effected without the consent of the Company, which consent shall not be unreasonably
withheld, nor shall the Company be liable in any such case for any such loss, claim, damage, liability or action to the extent
that it arises out of or is based upon a Violation which occurs in reliance upon and in conformity with written information furnished
expressly for use in connection with such registration by such Holder, partner, officer, director, underwriter or controlling
person of such Holder.


 


b.          To
the extent permitted by law, each Holder will, if Registrable Shares held by such Holder are included in the securities as
to which such registration, qualifications or compliance is being effected, indemnify and hold harmless the Company, each of
its stockholders, directors, officers and each person, if any, who controls the Company within the meaning of the Securities
Act, any underwriter and any other Holder selling securities under such registration statement or any of such other
Holder’s partners, stockholders, members, officers and directors, any underwriter (as defined in the Securities Act)
for such Holder and each person, if any, who controls such Holder or underwriter within the meaning of the Securities Act or
the Exchange Act, against any losses, claims, damages or liabilities Goint or several) to which the Company or any such
stockholder, director, officer, controlling person, underwriter or other such Holder, or the partners, stockholders,
members, officers and directors of such other Holder, any underwriter (as defined in the Securities Act) for such Holder and
each person,


 



    	8



    	 



    

 


if any, who
controls such Holder or underwriter within the meaning of the Securities Act or the Exchange Act, may become subject under
the Securities Act, the Exchange Act or other federal or state law, insofar as such losses, claims, damages or liabilities
(or actions in respect thereto) arise out of or are based upon any Violation, in each case to the extent (and only to the
extent) that such Violation occurs in reliance upon and in conformity with written information furnished by such Holder
under an instrument duly executed by such Holder and stated to be specifically for use in connection with such registration;
and each such Holder will pay as incurred any legal or other expenses reasonably incurred by the Company or any such
director, officer, controlling person, underwriter or other Holder, or the partners, stockholders, members, officers and
directors of such other Holder, any underwriter (as defined in the Securities Act) for such Holder and each person, if any,
who controls such Holder or underwriter within the meaning of the Securities Act or the Exchange Act, in connection with
investigating or defending any such loss, claim, damage, liability or action if it is judicially determined that there was
such a Violation; provided, however, that the indemnity agreement contained in this Section 4.7(b) shall not apply to
amounts paid in settlement of any such loss, claim, damage, liability or action if such settlement is effected without the
consent of the Holder, which consent shall not be unreasonably withheld; provided further, that in no event shall any
indemnity under this Section 4.7 exceed the proceeds from the offering received by such Holder; provided
further, that any payments will be repaid to each such Holder if the Company acted recklessly.


 


c.          Promptly
after receipt by an indemnified party under this Section 4.7 of notice of the commencement of any action (including any governmental
action), such indemnified party will, if a claim in respect thereof is to be made against any indemnifying party under this Section
4.7, deliver to the indemnifying party a written notice of the commencement thereof and the indemnifying party shall have
the right to participate in, and, to the extent the indemnifying party so desires, jointly with any other indemnifying party similarly
noticed, to assume the defense thereof with counsel mutually satisfactory to the parties; provided, however, that an indemnified
party shall have the right to retain its own counsel, with the fees and expenses to be paid by the indemnifying party, if in the
reasonable opinion of counsel representation of such indemnified party by the counsel retained by the indemnifying party would
be inappropriate due to actual or potential differing interests between such indemnified party and any other party represented
by such counsel in such proceeding. The failure to deliver written notice to the indemnifying party within a reasonable time of
the commencement of any such action, if (and only to the extent) materially prejudicial to its ability to defend such action,
shall relieve such indemnifying party of any liability to the indemnified party under this Section 4.7, but the omission so to
deliver written notice to the indemnifying party will not relieve it of any liability that it may have to any indemnified party
otherwise than under this Section 4.7.


 


d.          If
the indemnification provided for in this Section 4.7 is held by a court of competent jurisdiction to be unavailable to
an indemnified party with respect to any losses, claims, damages or liabilities referred to herein, the indemnifying party, in
lieu of indemnifying such indemnified party thereunder, shall to the extent permitted by applicable law contribute to the amount
paid or payable by such indemnified party as a result of such loss, claim, damage or liability in such proportion as is appropriate
to reflect the relative fault of the indemnifying party on the one hand and of the indemnified party on the other in connection
with the Violation(s) that resulted in such loss, claim, damage or liability, as well as any other relevant equitable considerations.
The relative fault of the indemnifying party and of the indemnified party shall be determined by a court of law by reference to,
among other things, whether the untrue or alleged untrue statement of a material fact or the omission to state a material fact
relates to information supplied by the indemnifying party or by the indemnified party and the parties’ relative intent,
knowledge, access to information and opportunity to correct or prevent such statement or omission; provided, that in no
event shall any contribution by a Holder hereunder exceed the proceeds from the offering received by such Holder.


 



    	9



    	 



    

 


e.          The obligations of the Company and Holders under this Section 4.7  shall survive completion of any offering of
Registrable Shares in a registration statement and the termination of this Agreement. No indemnifying party, in the defense
of any such claim or litigation, shall, except with the consent of each indemnified party, consent to entry of any judgment
or enter into any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff
to such indemnified party of a release from all liability in respect to such claim or litigation.


 


4.8          Assignment
of Registration Rights. The rights to cause the Company to register Registrable Shares pursuant to this Article IV
may be transferred or assigned by a Holder to a transferee or assignee of Registrable Shares which (a) is a subsidiary,
parent, stockholder, general partner, limited partner, retired partner, member, retired member or Affiliate of a Holder, (a)
is a Holder’s Immediate Family member or an estate or trust of or for the benefit of an individual Holder, or (c)
acquires at least twenty percent (20%) of the Registrable Shares held by such Holder; provided, however, (i) the
transferor shall, within ten (10) days after such transfer, furnish to the Company written notice of the name and address of
such transferee or assignee and the securities with respect to which such registration rights are being assigned and (ii)
such transferee shall become a party to this Agreement.


 


4.9          “Market
Stand-Off” Agreement; Agreement to Furnish Information. Each Holder hereby agrees that such Holder shall, if requested by
the underwriter of any underwritten public offering of the Company’s Common Stock, agree with such underwriter not to sell,
transfer, make any short sale of, grant any option for the purchase of, or enter into any hedging or similar transaction with
the same economic effect as a sale of, any Common Stock (or other securities) of the Company held by such Holder (other than those
included in the registration) for a period specified by the representative of the underwriters of Common Stock (or other securities)
of the Company (the “Restricted Period”) not to exceed ninety (90) days following the effective date of any
registration statement of the Company filed under the Securities Act in connection with the Initial Offering; provided that
such agreements shall not apply to Registrable Shares included in such registration statement or sales or similar transactions
effected pursuant to a valid exemption from the registration requirements of the Securities Act. Each Holder agrees to execute
and deliver such other agreements as may be reasonably requested by the Company or the underwriter which are consistent with the
foregoing or which are necessary to give further effect thereto. In addition, if requested by the Company or the representative
of the underwriters of Common Stock (or other securities) of the Company, each Holder shall provide, within ten (10) days of such
request, such information concerning such Holder as may be reasonably requested by the Company or such representative in connection
with the completion of any public offering of the Company’s securities pursuant to a registration statement filed under
the Securities Act. The obligations described in this Section 4.9 shall not apply to a registration relating solely to employee
benefit plans on Form S-1 or Form S-8 or similar forms that may be promulgated in the future, or a registration relating solely
to a Rule 145 transaction on Form S-4 or similar forms that may be promulgated in the future. The Company may impose stop-transfer
instructions with respect to the shares of Common Stock (or other securities) subject to the foregoing restriction until the end
of the Restricted Period.


 



    	10



    	 



    

 


4.10       Information Regarding the Company. With a view to making available to Oxenreiter the benefits of certain rules and regulations
of the SEC which may permit the sale of the Shares to the public without registration, the Company agrees to:


 


a.          Following the date upon which the Company registers the Common Stock with the Commission under Section 12 of the Exchange Act,
the Company will file with the SEC, in a timely manner, all reports and other documents required of the Company under the Exchange
Act; and


 


b.          So long as Oxenreiter owns any Shares, furnish to Oxenreiter forthwith upon request: (i) a written statement by the Company as
to its compliance with the reporting requirements of the Exchange Act (at any time after it has become subject to such reporting
requirements); (ii) a copy of the most recent annual or quarterly report of the Company; and (iii) such other reports and documents
as Oxenreiter may reasonably request in availing itself of any rule or regulation of the SEC allowing it to sell the Notes without
registration.


 


ARTICLE
V


GENERAL PROVISIONS


 


5.1          Indemnification.Oxenreiter agrees to indemnify and hold harmless the Company, its officers, managers, affiliates, counsel,
agents and each other Person, if any, who controls or is controlled by it, within the meaning of Section 15 of the Securities
Act, against any and all loss, liability, claim, damage and expense whatsoever (including, but not limited to, any and all expenses
reasonably incurred in investigating, preparing or defending against any litigation commenced or threatened or any claim whatsoever)
arising out of or based upon any false representation or warranty or breach or failure by Oxenreiter to comply with any covenant
or agreement made by Oxenreiter herein or in any other document furnished by Oxenreiter to any of the foregoing in connection
with this transaction.


 


5.2          Amendment. This Agreement may be amended, modified or supplemented at any time by the parties hereto only by an instrument
in writing signed on behalf of each of the parties hereto. No agreement made through the use of electronic records or electronic
signatures, as those terms are used in the Electronic Signatures in Global and National Commerce Act, 15 U.S.C. Sec. 7001 et.
seq., shall be enforceable or binding on either party hereto. Notwithstanding the previous sentence, facsimile signatures, telecopied
signatures, or copies of signatures in PDF format sent by e-mail, will constitute a sufficient form of writing for purposes of
this Section 5.2 and Section 5.3.


 


5.3          Counterparts.This Agreement may be executed in one or more counterparts, each of which shall be deemed an original,
but all of which together shall constitute one and the same instrument.


 



    	11



    	 



    

 


5.4          Headings. The headings in this Agreement are for convenience of reference only and shall not limit or otherwise affect
the meaning hereof.


 


5.5          GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.


 


5.6          Severability. If any one or more of the provisions contained herein, or the application thereof in any circumstance, is
held invalid, illegal or unenforceable in any respect for any reason, the validity, legality and enforceability of any such provision
in every other respect and of the remaining provisions hereof shall not be in any way impaired.


 


5.7          Entire
Agreement; Waivers.ThisAgreement,togetherwith the Settlement Agreement, is intended by the parties as a
final expression of their agreement and is intended to be a complete and exclusive statement of the agreement and
understanding of the parties hereto in respect of the subject matter contained herein. There are no restrictions, promises,
warranties or undertakings, other than those set forth herein and in the Conversion Agreement. This Agreement and the
Conversion Agreement supersede all prior agreements and understandings between the parties with respect to such subject
matter. No waiver of any of the provisions of this Agreement shall be deemed or shall constitute a waiver of any other
provision hereof (whether or not similar), nor shall such waiver constitute a continuing waiver unless otherwise expressly
provided.


 


5.8          Further Assurances. Each of the parties shall execute such documents and perform such further acts (including, without
limitation, obtaining any consents, exemptions, authorizations, or other actions by, or giving any notices to, or making any
filings with, any Governmental Authority or any other Person) as may be reasonably required or desirable to carry out or to perform
the provisions of this Agreement.


 


5.9          Notices.
All notices or other communications given or made hereunder shall be in writing and shall be delivered or mailed by
registered or first class mail, postage prepaid, or express overnight courier service, to the address set forth in the
Conversion Agreement.


 


(Signature
Page Follows)


 



    	12



    	 



    

 


IN WITNESS WHEREOF,
the Company and Oxenreiter have executed this Agreement as of __________, 2013.


 


	 	GEOSPATIAL HOLDINGS, INC.
	 	 	 
		By:	 
	 	 	Mark A. Smith, CEO
	 	 	 
	 	 
	 	 	Thomas R. Oxenreiter