Unassociated Document


    STATE
OF WASHINGTON

     

    


     

    CERTIFICATE
OF DESIGNATIONS

    OF

    RIGHTS
AND PREFERENCES

    OF

    PREFERRED
STOCK SERIES H

     

    Pursuant
to Title 23B of the Washington Business Corporation Act, the undersigned
corporation hereby executes the following Certificate of
Designations:

     

    FIRST:
The name of the Corporation is Geos Communications, Inc., a Washington
corporation.

     

    SECOND:
The Corporation is authorized to issue 500,000,000 shares of common stock, no
par value per share, and 5,000,000 shares of preferred stock, no par value per
share.

     

    THIRD:
The Certificate of Designations of Rights and Preferences of Preferred Stock
Series H is attached hereto as Exhibit A (the “Series H Certificate of
Designations”).   The Series H Certificate of Designations
was adopted and approved by the Board of Directors of the Corporation at a
meeting on February 12, 2010.  No shareholder action was
required.

     

    FOURTH:
This Series H Certificate of Designations does not call for an increase or
decrease in the total number of shares of preferred stock authorized in the
Corporation’s Articles of Incorporation.

     

    IN
WITNESS WHEREOF, said Corporation has caused this Series H Certificate of
Designations to be signed by a duly authorized officer, this 27th day of April,
2010.

     

    
      
        	 	
                GEOS
      COMMUNICATIONS, INC.

                By:/s/ Andrew L.
      Berman                                                                  

                Name: Andrew
      L. Berman

                Title:  
      Chief Executive Officer

              


      

    

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    EXHIBIT
A

     

    CERTIFICATE
OF DESIGNATIONS

    OF

    RIGHTS
AND PREFERENCES

    OF

    PREFERRED
STOCK SERIES H

    GEOS
COMMUNICATIONS, INC.


     

    APRIL
27, 2010

     

    (1) Designation and
Dividends.

     

    (a) Designation.  Geos
Communications, Inc. (the “Company”), pursuant to the
resolutions of its Board of Directors (the “Board of Directors”) adopted
as of February 12, 2010, creates and designates Twenty Thousand (20,000) shares
of the Company’s previously authorized preferred stock, no par value per share,
as Preferred Stock Series H (the “Series H Preferred
Shares”). The voting power,
designations, preferences and rights of the Series H Preferred Shares are as set
forth below.

     

    (b) Dividends.  The
holders of the Series H Preferred Shares shall be entitled to receive dividends
(“Dividends”) payable on
the Stated Value (as defined below) of such Series H Preferred Share at the
Dividend Rate (as defined below), which shall be cumulative and shall accrue
daily from (a) the Issuance Date (as defined below) with respect to the Series H
Preferred Shares issued on the Initial Issuance Date, and be due and payable
beginning on June 30, 2010 (the “First Dividend Date”) and Semi-Annually (as
defined below) after the First Dividend Date and (b) the Issuance Date (as
defined below) with respect to any Series H Preferred Shares issued after the
Initial Issuance Date, and be due and payable Semi-Annually immediately
following the applicable Issuance Date (each, including the First Dividend Date,
a “Dividend Date”). If a
Dividend Date is not a Business
Day (as defined below), then the Dividend shall be due and payable on the
Business Day immediately following such Dividend Date. The form of dividend
payments to each holder of the Series H Preferred Shares shall be made at the
election of the Company either in cash or shares of Common Stock which shall be
valued solely for such purpose at the Weighted Average Price for the Twenty Day
Period immediately prior to the Dividend Date.

     

    (2) Conversion of Series H
Preferred Shares.  Series H Preferred Shares shall be
convertible into shares of Common Stock on the terms and conditions set forth in
this Section 2.

     

    (a) Certain Defined
Terms.  For purposes of this Certificate of Designations, the
following terms shall have the following meanings:

     

    (i) “AMEX” means the American Stock
Exchange.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    (ii) “Bloomberg” means Bloomberg Financial
Markets.

     

    (iii) “Business Day” means any day other than
Saturday, Sunday or other day on which commercial banks in the City of New York
are authorized or required by law to remain closed.

     

    (iv) “Closing Bid Price” means, for the Common
Stock as of any date, the last closing bid price for such security on the
Principal Market as reported by Bloomberg, or if the Principal Market begins to
operate on an extended hours basis, and does not designate the closing bid
price, then the last bid price at 4:00:00 p.m., New York City Time, as reported
by Bloomberg, or if the foregoing do not apply, the last closing bid price of
such security in the over-the-counter market on the electronic bulletin board
for such security as reported by Bloomberg, or, if no closing bid price is
reported for such security by Bloomberg, the last closing trade price for such
security as reported by Bloomberg, or, if no last closing trade price is
reported for such security by Bloomberg, the average of the bid prices of any
market makers for such security as reported in the “pink sheets” by Pink Sheets
LLC (formerly the National Quotation Bureau, Inc.). If the Closing Bid
Price cannot be calculated for such security on such date on any of the
foregoing bases, the Closing Bid Price of the Common Stock on such date shall be
the fair market value determined in good faith by the Company.

     

    (v) “Conversion Price” means, with respect to
the Series H Preferred Shares, as of any Conversion Date or other date of
determination, $0.20, and which price shall further be subject to adjustment as
provided herein.

     

    (vi) “Dividend Rate” means prior to and
including the third anniversary of the Initial Issuance Date, 6.00% per
annum.

     

    (vii) “Initial Issuance Date” means the first date of
issuance of any of the Series H Preferred Shares.

     

    (viii) “Issuance Date” means, with respect to
each Series H Preferred Share, the date of issuance of the applicable Series H
Preferred Share.

     

    (ix) “NYSE” means The New York Stock
Exchange.

     

    (x) “Person” means an individual, a
limited liability company, a partnership, a joint venture, a corporation, a
trust, an unincorporated organization and a government or any department or
agency thereof.

     

    (xi) “Principal Market” means any of
the OTC Bulletin Board, AMEX, NYSE, or the NASDAQ Market.

     

    (xii) “SEC” means the Securities and
Exchange Commission.

     

    (xiii) “Semi-Annually” means each of the following
periods: (1) the period beginning on and including January 1 and ending on and
including June 30; and (2) the period beginning on and including July 1 and
ending on and including December 31.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    (xiv) “Stated Value” means
$1,000.

     

    (xv) “Subscription Agreement” means
a subscription agreement between the Company and a Subscriber (as defined
therein) in which the Subscriber purchases Series H Preferred
Shares.

     

    (xvi) “Twenty Day Period” means an
applicable twenty (20) consecutive trading days.

     

    (xvii) “Weighted Average Price” means the dollar
volume-weighted average price for Common Stock on the Principal Market during
the period beginning at 9:30:01 a.m., New York City Time, and ending at 4:00:00
p.m., New York City Time, as reported by Bloomberg through its “Volume at Price”
function or, if the foregoing does not apply, the dollar volume-weighted average
price of such security in the over-the-counter market on the electronic bulletin
board for such security during the period beginning at 9:30:01 a.m., New York
City Time, and ending at 4:00:00 p.m., New York City Time, as reported by
Bloomberg, or, if no dollar volume-weighted average price is reported for such
security by Bloomberg for such hours, the average of the highest closing bid
price and the lowest closing ask price of any of the market makers for such
security as reported in the “pink sheets” by Pink Sheets LLC (formerly the
National Quotation Bureau, Inc.). If the Weighted Average Price cannot be
calculated for such security on such date on any of the foregoing bases, the
Weighted Average Price of such security on such date shall be the fair market
value determined in good faith by the Company.  All such
determinations shall be appropriately adjusted for any stock dividend, stock
split or other similar transaction during such period.

     

    (b) Holder’s Optional Conversion
Right.

     

    (i) At any
time or times on or after the Issuance Date, any holder of Series H Preferred
Shares shall be entitled to convert any whole or fractional number of Series H
Preferred Shares into fully paid and nonassessable shares of Common Stock in
accordance with Section 2(d) at the Conversion Rate (as defined
below).

     

    (ii) The
Company shall not issue any fraction of a share of Common Stock upon any
conversion. All shares of Common Stock (including fractions thereof) issuable
upon conversion of more than one Series H Preferred Share by a holder thereof
shall be aggregated for purposes of determining whether the conversion would
result in the issuance of a fraction of a share of Common Stock. If, after the
aforementioned aggregation, the issuance would result in the issuance of a
fraction of a share of Common Stock, the Company shall round such fraction of a
share of Common Stock up to the nearest whole share.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    (c) Conversion.  The
number of shares of Common Stock issuable upon conversion of each Series H
Preferred Share pursuant to Section 2(b) shall be determined according to the
following formula (the “Conversion
Rate”):

     

    
      
        	
                Stated Value

                Conversion
      Price

              


      

    

     

    (d) Mechanics of
Conversion.  The conversion of Series H Preferred Shares shall
be conducted in the following manner:

     

    (i) Holder’s Delivery
Requirements.  To convert Series H Preferred Shares into shares
of Common Stock on any date (the “Conversion Date”), the holder thereof shall
(A) transmit by facsimile (or otherwise deliver), for receipt on or prior to
11:59 p.m., New York City Time, on such date, a copy of a properly completed
notice of conversion executed by the registered holder of the Series H Preferred
Shares subject to such conversion in the form attached hereto as Exhibit I (the “Conversion Notice”) to the Company and the
Company’s designated transfer agent (the “Transfer Agent”) and (B) if
required by Section 2(d)(vii), surrender to a common carrier for delivery to the
Company as soon as practicable following such date the original certificates
representing the Series H Preferred Shares being converted (the “Preferred Stock
Certificates”).

     

    (ii) Company’s
Response.  Upon receipt by the Company of copy of a Conversion
Notice, the Company shall (I) as soon as practicable send, via facsimile, a
confirmation of receipt of such Conversion Notice to such holder and the
Transfer Agent, which confirmation shall constitute an instruction to the
Transfer Agent to process such Conversion Notice in accordance with the terms
herein and (II) on or before the tenth (10th)
Business Day following the date of receipt by the Company of such Conversion
Notice, (A) issue and deliver to the address as specified in the Conversion
Notice, a certificate, registered in the name of the holder or its designee, for
the number of shares of Common Stock to which the holder shall be entitled, or
(B) provided the Transfer Agent is participating in the DTC Fast Automated
Securities Transfer Program, upon the request of the holder, credit such
aggregate number of shares of Common Stock to which the holder shall be entitled
to the holder’s or its designee’s balance account with DTC through its Deposit
Withdrawal Agent Commission system. If the number of Series H Preferred Shares
represented by the Preferred Stock Certificate(s) submitted for conversion, as
may be required pursuant to Section 2(d)(vii), is greater than the number of
Series H Preferred Shares being converted, then the Company shall, as soon as
practicable and in no event later than ten (10) Business Days after receipt of
the Preferred Stock Certificate(s) and at its own expense, issue and deliver to
the holder a new Preferred Stock Certificate representing the number of Series H
Preferred Shares not converted.

     

    (iii) Dispute
Resolution.  In the case of a dispute as to the determination
of the arithmetic calculation of the Conversion Rate, the Company shall instruct
the Transfer Agent to issue to the holder the number of shares of Common Stock
that is not disputed and shall transmit an explanation of the disputed
arithmetic calculations to the holder via facsimile within two (2) Business Days
of receipt of such holder’s Conversion Notice or other date of determination. If
such holder and the Company are unable to agree upon the determination of the
arithmetic calculation of the Conversion Rate within two (2) Business Days of
such disputed arithmetic calculation being transmitted to the holder, then the
Company shall within one (1) Business Day submit via facsimile the disputed
arithmetic calculation of the Conversion Rate to the Company’s independent,
outside accountant. The Company shall cause, at the Company’s expense, the
accountant to perform the calculations and notify the Company and the holders of
the results no later than two (2) Business Days from the time it receives the
disputed calculations. Such accountant’s determination or calculation, as the
case may be, shall be binding upon all parties absent error.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    (iv) Record
Holder.  The Person or Persons entitled to receive the shares
of Common Stock issuable upon a conversion of Series H Preferred Shares shall be
treated for all purposes as the record holder or holders of such shares of
Common Stock on the Conversion Date.

     

    (v) Pro Rata
Conversion.  In the event the Company receives a Conversion
Notice from more than one holder of Series H Preferred Shares for the same
Conversion Date and the Company can convert some, but not all, of such Series H
Preferred Shares, the Company shall convert from each holder of Series H
Preferred Shares electing to have Series H Preferred Shares converted at such
time a pro rata amount of such holder’s Series H Preferred Shares submitted for
conversion based on the number of Series H Preferred Shares submitted for
conversion on such date by such holder relative to the number of Series H
Preferred Shares submitted for conversion on such date.

     

    (vi) Redemption by the
Company.

     

    (A) At any
time the Company may elect to redeem all or a portion of the outstanding Series
H Preferred Shares (an “Optional Redemption”) for an
amount in cash per Series H Preferred Share equal to $2,000.00 (the “Redemption Price”). If the Company elects to
conduct an Optional Redemption it shall deliver written notice to each holder of
outstanding Series H Preferred Shares that will be redeemed (a “Optional Redemption Notice”), which shall state (x)
the number of Series H Preferred Shares the Company has elected to redeem and
(y) the date upon which the Optional Redemption shall occur (the “Optional Redemption Date”),
which shall not be less than 20 days after the date of the Optional Redemption
Notice.  If the Company elects an Optional Redemption, then on the
specified date the Company shall pay to each holder of Series H Preferred Shares
with respect to which the Company has elected an Optional Redemption by wire
transfer of immediately available funds to an account designated in writing by
such holder an amount per Series H Preferred Share selected for redemption equal
to the Redemption Price.  Each holder shall have the right to convert
the holder’s Series H Preferred Shares prior to the Optional Redemption Date in
accordance with the provisions herein.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    (B) In the
event that the Company: (i) fails to pay any Dividends to the holders of Series
H Preferred Shares as required under this Certificate of Designations; or (ii)
breaches any material representation, warranty or covenant contained in any
Subscription Agreement pursuant to which any Series H Preferred Shares were
issued or contained in this Certificate of Designations, and in either event of
(i) or (ii), such failure or breach is not cured within fifteen (15) days after
a holder of Series H Preferred Shares has delivered written notice of such
failure or breach, as the case may be, to the Company (each, a “Mandatory Redemption Event”),
then the Company will deliver written notice to each holder of Series H
Preferred Shares of the occurrence of such Mandatory Redemption Event, and each
holder of Series H Preferred Shares will have a thirty (30) day option to
require the Company to redeem any or all Series H Preferred Shares owned by such
holder at the Redemption Price, which notice by such holder shall be in writing
(each, a “Holder
Notice”), and shall be accompanied by a certificate(s) for the Series H
Preferred Shares to be redeemed.  The Company shall pay the Redemption
Price for each Series H Preferred Share requested to be redeemed in a Holder
Notice within thirty (30) days following the Company’s receipt of such Holder
Notice, by wire transfer of immediately available funds to an account designated
in writing by a holder in a Holder Notice.  Any holder delivering a
Holder Notice shall not be entitled to convert any Series H Preferred Shares
requested by such holder to be redeemed by the Company without the prior written
consent of the Company.  In the event that a holder has requested less
than all of the Series H Preferred Shares be redeemed then in the certificate
delivered by such holder to the Company, then the Company shall as promptly as
practicable following such redemption, cause the Company’s Transfer Agent to
deliver to such holder a certificate evidencing the Series H Preferred Shares
not so redeemed.

     

    (vii) Book-Entry.  Unless
otherwise specifically required herein, upon conversion of Series H Preferred
Shares in accordance with the terms hereof, the holder thereof shall not be
required to physically surrender the certificate representing the Series H
Preferred Shares to the Company unless the full or remaining number of Series H
Preferred Shares represented by the certificate are being converted. The holder
and the Company shall maintain records showing the number of Series H Preferred
Shares so converted and the dates of such conversions or shall use such other
method, reasonably satisfactory to the holder and the Company, so as not to
require physical surrender of the certificate representing the Series H
Preferred Shares upon each such conversion. In the event of any dispute or
discrepancy, such records of the Company establishing the number of Series H
Preferred Shares to which the record holder is entitled shall be controlling and
determinative in the absence of manifest error. Notwithstanding the foregoing,
if Series H Preferred Shares represented by a certificate are converted as
aforesaid, the holder may not transfer the certificate representing the Series H
Preferred Shares unless the holder first physically surrenders the certificate
representing the Series H Preferred Shares to the Company, whereupon the Company
will forthwith issue and deliver upon the order of the holder a new certificate
of like tenor, registered as the holder may request, representing in the
aggregate the remaining number of Series H Preferred Shares represented by such
certificate. The holder and any assignee, by acceptance of a certificate,
acknowledge and agree that, by reason of the provisions of this paragraph,
following conversion of any Series H Preferred Shares, the number of Series H
Preferred Shares represented by such certificate may be less than the number of
Series H Preferred Shares stated on the face thereof. Each certificate for
Series H Preferred Shares shall bear the following legend:

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    ANY
TRANSFEREE OF THIS CERTIFICATE SHOULD CAREFULLY REVIEW THE TERMS OF THE
COMPANY’S CERTIFICATE OF DESIGNATIONS RELATING TO THE PREFERRED SHARES
REPRESENTED BY THIS CERTIFICATE, INCLUDING SECTION 2(d)(vii) THEREOF. THE NUMBER
OF PREFERRED SHARES
REPRESENTED BY THIS CERTIFICATE MAY BE LESS THAN THE NUMBER OF PREFERRED SHARES
STATED ON THE FACE HEREOF PURSUANT TO SECTION 2(d)(vii) OF THE CERTIFICATE OF
DESIGNATIONS RELATING TO THE PREFERRED SHARES REPRESENTED BY THIS
CERTIFICATE.

     

    (e) Taxes.  The
Company shall pay any and all documentary, stamp, transfer (but only in respect
of the registered holder thereof) and other similar taxes that may be payable
with respect to the issuance and delivery of Common Stock upon the conversion of
Series H Preferred Shares.

     

    (f) Adjustments to Conversion
Price.  The Conversion Price will be subject to adjustment from
time to time as provided in this Section 2(f).

     

    (i) Adjustment of Standard
Conversion Price Upon Subdivision or Combination of Common
Stock.  If the Company at any time subdivides (by any stock
split, stock dividend, recapitalization or otherwise) its outstanding shares of
Common Stock into a greater number of shares, the Conversion Price in effect
immediately prior to such subdivision will be proportionately reduced. If the
Company at any time combines (by combination, reverse stock split or otherwise)
its outstanding shares of Common Stock into a smaller number of shares and the
Conversion Price in effect immediately prior to such combination will be
proportionately increased.

     

    (ii) Other Events. If any
event occurs of the type contemplated by the provisions of this Section 2(f) but
not expressly provided for by such provisions, then the Board of Directors will
make an appropriate adjustment in the Conversion Price so as to protect the
rights of the holders of the Series H Preferred Shares; provided that no such
adjustment will increase the Conversion Price as otherwise determined pursuant
to this Section 2(f).

     

    (iii) Notices.

     

    (A) Promptly
upon any adjustment of the Conversion Price pursuant to this Section 2(f), the
Company will give written notice thereof to each holder of Series H Preferred
Shares, setting forth in reasonable detail, and certifying, the calculation of
such adjustment. In the case of a dispute as to the determination of such
adjustment, then such dispute shall be resolved in accordance with the
procedures set forth in Section 2(d)(iii).

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    (B) The
Company will give written notice to each holder of Series H Preferred Shares at
least ten (10) Business Days prior to the date on which the Company closes its
books or takes a record (I) with respect to any dividend or distribution upon
the Common Stock and (II) for determining rights to vote with respect to any
Organic Change (as defined in Section 3(a)), dissolution or liquidation,
provided that such information shall be made known to the public prior to or in
conjunction with such notice being provided to such holder.

     

    (C) The
Company will also give written notice to each holder of Series H Preferred
Shares at least ten (10) Business Days prior to the date on which any Organic
Change, dissolution or liquidation will take place, provided that such
information shall be made known to the public prior to or in conjunction with
such notice being provided to such holder.

     

    (3) Other Rights of
Holders.

     

    (a) Reorganization,
Reclassification, Consolidation, Merger or Sale.  Any
recapitalization, reorganization, reclassification, consolidation, merger, sale
of all or substantially all of the Company’s assets to another Person or other
transaction which is effected in such a way that holders of Common Stock are
entitled to receive (either directly or upon subsequent liquidation) stock,
securities or assets with respect to or in exchange for Common Stock is referred
to herein as “Organic
Change.” Prior to the
consummation of any (i) sale of all or substantially all of the Company’s
assets to an
acquiring Person or (ii) other Organic Change following which the Company is not
a surviving entity, the Company will secure from the Person purchasing such
assets or the successor, or, if applicable, the parent of the successor,
resulting from such Organic Change (in each case, the “Acquiring Entity”) a written
agreement (in form and substance reasonably satisfactory to the holders of at
least two-thirds of the Series H Preferred Shares then outstanding) to deliver
to each holder of Series H Preferred Shares in exchange for such shares, a
security of the Acquiring Entity evidenced by a written instrument substantially
similar in form and substance to the Series H Preferred Shares, including,
without limitation, having a stated value and liquidation preference equal to
the Stated Value and the liquidation preference of the Series H Preferred Shares
held by such holder (except that such security may be pari passu, with but not
junior to, any capital stock of such acquiring or successor Person). Prior to
the consummation of any other Organic Change, the Company shall make appropriate
provision to insure that each of the holders of the Series H Preferred Shares
will thereafter have the right to acquire and receive in lieu of or in addition
to (as the case may be) the shares of Common Stock immediately theretofore
acquirable and receivable upon the conversion of such holder’s Series H
Preferred Shares such shares of stock, securities or assets that would have been
issued or payable in such Organic Change with respect to or in exchange for the
number of shares of Common Stock which would have been acquirable and receivable
upon the conversion of such holder’s Series H Preferred Shares as of the date of
such Organic Change (without taking into account any limitations or restrictions
on the convertibility of the Series H Preferred Shares).

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    (4) Reservation of
Shares.  The Company shall, so long as any of the Series H
Preferred Shares are outstanding, take all action necessary to reserve and keep
available out of its authorized and unissued Common Stock, solely for the
purpose of effecting the conversions of the Series H Preferred Shares, such
number of shares of Common Stock as shall from time to time be sufficient to
effect the conversion of all of the Series H Preferred Shares then outstanding.
The initial number of shares of Common Stock reserved for conversions of the
Series H Preferred Shares and each increase in the number of shares so reserved
shall be allocated pro rata among the holders of the Series H Preferred Shares
based on the number of Series H Preferred Shares held by each holder at the time
of issuance of the Series H Preferred Shares or increase in the number of
reserved shares, as the case may be. In the event a holder shall sell or
otherwise transfer any of such holder’s Series H Preferred Shares, each
transferee shall be allocated a pro rata portion of the number of reserved
shares of Common Stock reserved for such transferor. Any shares of Common Stock
reserved and allocated to any Person which ceases to hold any Series H Preferred
Shares shall be allocated to the remaining holders of Series H Preferred Shares,
pro rata based on the number of Series H Preferred Shares then held by such
holders.

     

    (5) Voting
Rights.

     

    (a) Unless
otherwise specifically required by the Act, the holders of Series H Preferred
Shares shall vote on as as-converted basis and shall vote together with the
holders of Common Stock and all other securities of the Company which vote
together with the holders of Common Stock as a single group and, with respect to
the Preferred Members, on an as-converted basis, unless otherwise specifically
required by the Act or this Agreement.  Notwithstanding anything in
this Agreement to the contrary, any action to be taken by any group of Members
as provided herein shall require the affirmative vote of a Required Interest of
such group of Members.

     

    (b) As long
as any Series H Preferred Shares are issued and outstanding, the holders of
Series H Preferred Shares shall be entitled to elect one (1) director to the
Board of Directors (the “Series
H Preferred Director”).  The Series H Preferred Directors shall
be elected at the annual meeting of holders of Common Stock or at any special
meeting of holders of Series H Preferred Shares called for the purpose thereof
or by the written consent of such holders, which election shall require a
majority of the outstanding shares of the Series H Preferred Shares voting as a
separate series.  If the Series H Preferred Director should cease to
be a director for any reason, the vacancy shall only be filled by the vote (or
written consent) of a majority of the outstanding Series H Preferred Shares,
voting as a separate series.  Notwithstanding anything in this
subsection (b) to the contrary, when and as long as Stephen F. Butterfield
Living Trust U/A/D 01/12/1999 (the “Butterfield Trust”) owns any
Series H Preferred Shares, then the Butterfield Trust shall be entitled to
designate and elect the Series H Preferred Director.

     

    (6) Liquidation, Dissolution
Winding-Up. In the event of any voluntary or involuntary liquidation,
dissolution or winding up of the Company, the holders of the Series H Preferred
Shares shall be entitled to receive in cash out of the assets of the Company,
whether from capital or from earnings available for distribution to its
shareholders (the “Liquidation
Funds”), before any amount shall
be paid to the holders of any of the capital stock of the Company of any class
junior in rank to the Series H Preferred Shares in respect of the preferences as
to distributions and payments on the liquidation, dissolution and winding up of
the Company, an amount per Series H Preferred Share equal to the Stated Value
plus accrued but unpaid dividends; provided that, if the Liquidation Funds are
insufficient to pay the full amount due to the holders of Series H Preferred
Shares and holders of shares of other classes or series of preferred stock of
the Company that are of equal rank with the Series H Preferred Shares as to
payments of Liquidation Funds (the “Pari Passu Shares”), then each
holder of Series H Preferred Shares and Pari Passu Shares shall receive a
percentage of the Liquidation Funds equal to the full amount of Liquidation
Funds payable to such holder as a liquidation preference, in accordance with
their respective Certificate of Designations, Preferences and Rights, as a
percentage of the full amount of Liquidation Funds payable to all holders of
Series H Preferred Shares and Pari Passu Shares. The purchase or redemption by
the Company of stock of any class, in any manner permitted by law, shall not,
for the purposes hereof, be regarded as a liquidation, dissolution or winding up
of the Company. Neither the consolidation or merger of the Company with or into
any other Person, nor the sale or transfer by the Company of less than
substantially all of its assets, shall, for the purposes hereof, be deemed to be
a liquidation, dissolution or winding up of the Company.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    (7) Preferred Rank. Other
than the Company’s Series F Preferred Shares and Series G Preferred Shares,
which shall rank pari passu with the Series H Preferred Shares, all shares of
Common Stock and any other equity securities of the Company shall be of junior
rank to all Series H Preferred Shares with respect to the preferences as to
dividends, distributions and payments upon the liquidation, dissolution and
winding up of the Company. The rights of the shares of Common Stock and other
equity securities of the Company shall be subject to the
preferences and relative rights of the Series H Preferred Shares. Without the
prior express written consent of the holders of not less than fifty percent
(50%) of the Series H Preferred Shares then outstanding and each holder
owning more than twenty percent (20%) of the then outstanding Series H Preferred
Shares, the Company shall not hereafter authorize or issue additional or other
capital stock that is of senior or pari-passu rank to the Series H Preferred
Shares in respect of the preferences as to distributions and payments upon the
liquidation, dissolution and winding up of the Company. The Company shall be
permitted to issue preferred stock that is junior in rank to the Series H
Preferred Shares in respect of the preferences as to distributions and payments
upon the liquidation, dissolution and winding up of the Company. In the event of
the merger or consolidation of the Company with or into another corporation, the
Series H Preferred Shares shall maintain their relative powers, designations and
preferences provided for herein (except that the Series H Preferred Shares may
be pari passu with, but
not junior to, any capital stock of the successor entity) and no merger shall
result inconsistent therewith.

     

    (8) Vote to Change the Terms of
or Issue Series H Preferred Shares.  The affirmative vote at a
meeting duly called for such purpose or the written consent without a meeting of
the holders of not less than a majority of the Series H Preferred Shares then
outstanding and
each holder owning more than twenty percent (20%) of the then outstanding Series
H Preferred Shares shall be required for (a) any change to this Certificate of
Designations or the Company’s Articles of Incorporation which would amend,
alter, change or repeal any of the powers, designations, preferences and rights
of the Series H Preferred Shares, whether by merger, consolidation or otherwise,
and (b) the issuance of Series H Preferred Shares other than pursuant to a
Subscription Agreement.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    (9) Lost or Stolen
Certificates.  Upon receipt by the Company of evidence
reasonably satisfactory to the Company of the loss, theft, destruction or
mutilation of any Preferred Stock Certificates representing the Series H
Preferred Shares, and, in the case of loss, theft or destruction, of an
indemnification undertaking by the holder to the Company in customary form and,
in the case of mutilation, upon surrender and cancellation of the Preferred
Stock Certificate(s), the Company shall execute and deliver new preferred stock
certificate (s) of like tenor and date; provided, however, the Company shall not
be obligated to re-issue preferred stock certificates if the holder
contemporaneously requests the Company to convert such Series H Preferred Shares
into Common Stock.

     

    (10) Remedies
Characterizations.  The remedies provided in this Certificate
of Designations shall be cumulative and in addition to all other remedies
available under this Certificate of Designations, at law or in equity (including
a decree of specific performance and/or other injunctive relief). No remedy
contained herein shall be deemed a waiver of compliance with the provisions
giving rise to such remedy. Nothing herein shall limit a holder’s right to
pursue actual damages for any failure by the Company to comply with the terms of
this Certificate of Designations. The Company covenants to each holder of Series
H Preferred Shares that there shall be no characterization concerning this
instrument other than as expressly provided herein. Amounts set forth or
provided for herein with respect to payments, conversion and the like (and the
computation thereof) shall be the amounts to be received by the holder thereof
and shall not, except as expressly provided herein, be subject to any other
obligation of the Company (or the performance thereof). The Company acknowledges
that a breach by it of its obligations hereunder will cause irreparable harm to
the holders of the Series H Preferred Shares and that the remedy at law for any
such breach may be inadequate. The Company therefore agrees that, in the event
of any such breach or threatened breach, the holders of the Series H Preferred
Shares shall be entitled, in addition to all other available remedies, to an
injunction restraining any breach, without the necessity of showing economic
loss and without any bond or other security being required.

     

    (11) Construction.  This
Certificate of Designations shall be deemed to be jointly drafted by the Company
and all holders of Series H Preferred Shares and shall not be construed against
any Person as the drafter hereof.

     

    (12) Failure or Indulgence Not
Waiver.  No failure or delay on the part of a holder of Series
H Preferred Shares in the exercise of any power, right or privilege hereunder
shall operate as a waiver thereof, nor shall any single or partial
exercise of any such power, right or privilege preclude other or further
exercise thereof or of any other right, power or privilege.

     

    (13) Notice.  Whenever
notice is required to be given under this Certificate of Designations, unless
otherwise provided herein, such notice shall be given in accordance with the
applicable Subscription Agreement (provided that if the Series H Preferred
Shares are not held by a Subscriber (as defined in the applicable Subscription
Agreement) then substituting the words “holder of Securities” for the word
“Subscriber”).

     

    (14) Transfer of Series H
Preferred Shares.  A holder of Series H Preferred Shares may
assign some or all of the Series H Preferred Shares only in accordance with the
terms of the applicable Subscription Agreement.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    (15) Series H Preferred Shares
Register.  The Company shall maintain at its principal
executive offices (or such other office or agency of the Company as it may
designate by notice to the holders of the Series H Preferred Shares), a register
for the Series H Preferred Shares, in which the Company shall record the name
and address of the persons in whose name the Series H Preferred Shares have been
issued, as well as the name and address of each transferee. The Company may
treat the person in whose name any Series H Preferred Share is registered on the
register as the owner and holder thereof for all purposes, notwithstanding any
notice to the contrary, but in all events recognizing any properly made
transfers.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    EXHIBIT
I

     

    GEOS
COMMUNICATIONS, INC. CONVERSION NOTICE

     

    Reference
is made to the Certificate of Designation of Rights and Preferences of Preferred
Stock Series H of Geos Communications, Inc. (the “Certificate of
Designations”). In accordance with and
pursuant to the Certificate of Designations, the undersigned hereby elects to convert the number of
shares of Preferred Stock Series H, no par value per share (the “Series H Preferred
Shares”), of
Geos Communications, Inc., a Washington
corporation (the “Company”), indicated below into
shares of Common Stock, no par value per share (the “Common Stock”), of the Company, as of
the date specified below.

     

    Date of
Conversion:                                                                                                                                

     

    Number of
Series H Preferred Shares to be converted:                                                                                                                                

     

    Stock
certificate no(s). of Series H Preferred Shares to be
converted:___________________________________

     

    Tax ID
Number (If applicable):                                                                                                                                

     

    Please
confirm the following information:                                                                                                                                          

     

    Conversion
Price:                                                                                                                                

     

    Number of
shares of Common Stock to be issued:                                                                                                                                

     

    Please
issue the Common Stock into which the Series H Preferred Shares are being
converted in the following name and to the following address:

     

    Issue
to:                                                                                                                                

     

    Address:                                                                                                                                

     

    Telephone
Number:                                                                                                                                

     

    Facsimile
Number:                                                                                                                                

     

    Authorization:                                                                                                                       
        

     

    By:                                                                                                                         
      

     

    Title:                                                                                                                        
       

     

    Dated:                                                                                                                                

     

    Account
Number (if electronic book entry transfer):                                                                                                                                

     

    Transaction
Code Number (if electronic book entry transfer):                                                                                                                                

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    [NOTE
TO HOLDER - THIS FORM MUST BE SENT CONCURRENTLY TO TRANSFER AGENT]

     

    


     

    ACKNOWLEDGMENT

     

    The
Company hereby acknowledges this Conversion Notice and hereby directs
Continental Stock Transfer & Trust Company to issue the above indicated
number of shares of Common Stock.

     

    
      
        	 	
                GEOS
      COMMUNICATIONS, INC.

                By:__________________________

                Name:                                                        

                Title: