Geospatial Corporation S-1/A 


EXHIBIT
10.20


 


SETTLEMENT AGREEMENT


THIS AGREEMENT
is made by and among Brad Brooks, Kenneth Calligar, Jeremy Carton, Jonathan Cunningham, William Denkin, Omar Hasan, J. Mitchell
Hull, Jonathan Kalikow, Benjamin Klopp, Gilbert Li, Michael Lloyd, Michael Matlin, Noel Meller, Raymond Minella, Jeffrey Moskowitz,
Raymond Murphy, Jeffrey Parket, David Pritchard, Arthur Rabin, Jason Rabin, Andrea Rosen, Mark Rosen, Scott Sklar, David Sodowick,
Jonathan Sopher, Trump Securities, LLC, Adam Wachter, Florene Wachter, Jules Wachter, and Adam Zirkin, by their attorneys (collectively,
the “Investors”), and Geospatial Corporation, f/k/a Geospatial Holdings, Inc. and any parents, subsidiaries or affiliates
of Geospatial Corporation, f/k/a Geospatial Holdings, Inc. (“Geospatial” or “the Company”), Mark A. Smith
(“Smith”), and Thomas R. Oxenreiter (collectively, “Geospatial and its Executives”) (together, with the
Investors, “the Parties”).


WHEREAS,
the Investors invested an aggregate total of $5,688,918.00 (the “Investors’ Aggregate Investment”) in
Geospatial pursuant to private placements conducted by the Company in October, 2009, December, 2009 and March, 2010 (the “Offerings”);


WHEREAS,
the Investors received an aggregate total of 7,112,668 shares of Geospatial common stock and/or preferred stock pursuant to the
Offerings (the “Original Shares”);


WHEREAS,
Jonathan Kalikow, Michael Matlin, Jeffrey Moskowitz and Adam Wachter were issued and received additional shares of Geospatial
common stock due to the failure of Geospatial to timely register the shares they received pursuant to the Offerings (the
“Penalty Shares”);


WHEREAS,
the Investors currently own 4,571,121 shares of Geospatial common stock and/or preferred stock as set forth on Attachment A hereto
(the “Investors’ Aggregate Shares”), which amount includes the already issued Penalty Shares;


WHEREAS,
some or all of the Investors are entitled to receive additional Penalty Shares which Geospatial has not issued;


WHEREAS,
the Investors believe that they are entitled to additional Penalty Shares in the amounts set forth on Attachment A and Geospatial
expresses no opinion on the accuracy of such amounts;


WHEREAS,
the Investors brought a lawsuit against Geospatial and its Executives alleging fraudulent conduct relating to their purchases of
the Original Shares, which was styled Brad Brooks, et al. v. Geospatial Holdings, Inc., et al., Case No. AD 12-10436 in
the Court of Common Pleas of Butler County, Pennsylvania (the “Lawsuit”);


WHEREAS,
Geospatial and its Executives deny that there is any basis to the claims made by the Investors in the Lawsuit;


WHEREAS,
the Parties desire to settle fully and finally, in the manner set forth herein, any and all disputes between them that have arisen,
including, without limitation, those which constitute the subject matter of the Claims.


 




    	



    	 



    




NOW, THEREFORE,
for and in consideration of the recitals and mutual promises, covenants, and agreements set forth herein, and other good and valuable
consideration, the sufficiency of which is hereby acknowledged, and intending to be legally bound, the Parties covenant, agree,
and stipulate as follows:


1.                  
Effective Date. The Effective Date of this Agreement for each Investor shall be the
earliest date on which that Investor and Geospatial and its Executives have signed the Agreement. 


2.                  
Payment. National Union, on behalf of Geospatial and its Executives, shall pay the
Investors $1,325,000 by sending a check to the below address within 15 days after each of the Parties to this Agreement have signed
the Agreement and after each of the Investors have provided to Susan A. Yohe of Buchanan Ingersoll & Rooney PC, counsel to
Geospatial (“Attorney Yohe”), the following information: full name as it appears on the Investors’ Social Security
card, date of birth, Social Security number, gender, and full address (the “Investor Information”). The check shall
be made out to Ross & Orenstein LLC IOLTA and shall be sent by overnight mail to the following address: 


Ross & Orenstein LLC


222 South Ninth Street, Suite 470


Minneapolis, MN 55402


Telephone: (612) 436-9800


3.                  
Geospatial Purchase of the Investors’ Aggregate Shares. After each of the Parties
to this Agreement has signed the Agreement, Geospatial shall purchase all the Investors’ Aggregate Shares and the Investors
shall sell all the Investors’ Aggregate Shares to Geospatial. Geospatial shall pay the Investors $1,154,688 for the Investors’
Aggregate Shares, at the times and in the manner set forth in Paragraph 5, in consideration of the transfer to Geospatial of the
Investors’ Aggregate Shares, in the manner set forth in Paragraph 4, and the Investors’ waiving all rights to any Penalty
Shares not heretofore received by them as provided for in Paragraph 6.


4.                  
Delivery of the Investors’ Aggregate Shares to Geospatial. The Investors shall
transfer to Geospatial all the Investors’ Aggregate Shares by delivering all documentation required to effectuate the transfer
(“Required Documentation”) either to Geospatial or to Interwest Transfer Co., Inc. (the “Transfer Agent”)
within 30 days of each of their Effective Dates as follows:


		a.	Required Documentation with respect to each Investor whose stock
certificates are currently in the possession of that Investor or in that Investor’s Individual Retirement Account, is: 



		i.	The certificate signed on the back with a medallion signature guarantee and a letter signed by
the Investor acknowledging the intent to transfer the certificate to Geospatial, such letter to be substantially in the form attached
hereto as Attachment B; or



		ii.	A direct transfer of the shares from the custodian for that Investor’s Individual Retirement
Account to the Transfer Agent.



 




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		b.	Required Documentation with respect a certificate deposited by an
Investor into a brokerage account is: either a direct transfer of the shares from the brokerage account to the Transfer Agent or
as set forth in Paragraph 4(a)(i). 



		c.	Investors with lost certificates may replace them by providing to
the Transfer Agent: 



i.Affidavit as to a lost certificate;
and


		ii.	A bond in a form satisfactory to the Transfer Agent.



		d.	Required Documentation shall be delivered to Geospatial by delivery
to Attorney Yohe, who shall hold the Required Documentation in escrow as provided for in Paragraph 5.



		e.	Required Documentation shall be delivered to the Transfer Agent by
delivery to Julie Felix, Interwest Transfer Co., Inc., 1981 East Murray Holladay Road, Suite 100, Salt Lake City, UT 84117. 



		f.	All costs associated with the transfer of the Investors’ Aggregate
Shares to Geospatial shall be borne by the Investors.



5.                  
Geospatial’s Payment to the Investors for the Investors’ Aggregate Shares.



Within five business days after Attorney
Yohe and/or the Transfer Agent have received certificates representing 55 percent of the Investors’ Aggregate Shares but
in no event prior to the payment by National Union of the amount set forth in Paragraph 2, Geospatial shall (a) pay to the Investors
$577,344, in immediately available funds in accordance with the wire instructions set forth at the bottom of this Paragraph; and
(b) deposit $577,344 into the Buchanan Ingersoll & Rooney PC escrow account (“BIR Escrow Account”). When Attorney
Yohe and/or the Transfer Agent shall have received 90 percent of the Investors’ Aggregate Shares, Attorney Yohe shall pay
the Investors $288,672 in immediately available funds in accordance with the wire instructions set forth at the bottom of this
Paragraph. When Attorney Yohe and/or the Transfer Agent shall have received 100 percent of the shares reflected on Attachment A,
Attorney Yohe shall pay the Investors the remaining $288,672 in the BIR Escrow Account in immediately available funds in accordance
with the wire instructions set forth at the bottom of this Paragraph and shall deliver all the certificates in her possession to
Geospatial. The wire transfers called for by this Paragraph shall be effected according to the following wire instructions:


Ross & Orenstein LLC Trust Account


Routing Number: 121000248


Swift Number: WFBIUS6S


Account Number: 9015767727


Wells Fargo Bank, N.A.


90 South Seventh Street


Minneapolis, MN 55402


Telephone: (800) 225-5935


 




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6.                  
The Penalty Shares Not Heretofore Received by the Investors. Each Investor hereby waives
and releases all rights to receive any additional Penalty Shares from Geospatial, effective upon receipt by the Investor of all
monies due and owed him, her, or it pursuant to Paragraphs 2 and 4 above. Upon the release by each Investor of his, her, or its
rights to receive any additional Penalty Shares from Geospatial, it is the intention of the Parties that the Investor will not
own nor be entitled to receive any shares of stock in Geospatial.


7.                  
General Releases. On the date on which all Parties shall have signed this Agreement,
the Parties will be deemed to have exchanged the following releases:


		a.	The Investors who are individuals, and each of their heirs, successors
and assigns, and Trump Securities, Inc. and each of its current and future parents, subsidiaries, affiliates and divisions, and
Convertible Capital, and each of their respective current and future officers, directors, and employees, hereby waive, discharge
and forever release Geospatial Holdings, Inc. and Geospatial Corporation and each of their past, present and future parents, subsidiaries,
affiliates and divisions, and their respective officers, directors, managers, employees, members, stockholders, equity holders,
partners, governors, beneficiaries, insurers, agents, contractors or subcontractors, attorneys and representatives, including but
not limited to Mark Smith and Thomas Oxenreiter and each of their successors, heirs and assigns (collectively, the “Geospatial
Released Parties”) with respect to any and all claims, counterclaims, agreements, promises, demands, damages, obligations,
liabilities, costs, charges, penalties, fees, expenses, suits, disputes, actions and causes of action, direct or indirect, past,
present or future, whether at law or in equity and whether liquidated or unliquidated, known or unknown, asserted, unasserted,
contingent or otherwise, of any nature whatsoever, whenever and however incurred, which the Investors may have, claim or assert,
whether individually or collectively, directly, indirectly, representatively, derivatively or in any other capacity against the
Geospatial Released Parties arising from any facts or circumstances occurring or existing up to the signing of this Settlement
Agreement (“Investor Claims”) including, but not limited to, any and all Investor Claims arising from the facts and
circumstances of the Lawsuit or in any manner related to the Offerings or the Investors’ ownership of Geospatial stock. This
release is not intended to be, and shall not be construed as, a release of any of the obligations created by this Agreement.



 




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		b.	Geospatial Corporation and Geospatial Holdings, Inc. and each of
their past, present and future parents, subsidiaries, affiliates and divisions, and their respective officers and directors, including,
but not limited to, Mark Smith and Thomas Oxenreiter, hereby waive, discharge and forever release each of the Investors and each
of their respective heirs, successors, assigns, officers, directors, managers, employees, members, equity holders, partners, governors,
beneficiaries, insurers, agents, contractors or subcontractors, attorneys and representatives (collectively, the “Investor
Released Parties”) with respect to any and all claims, counterclaims, agreements, promises, demands, damages, obligations,
liabilities, costs, charges, penalties, fees, expenses, suits, disputes, actions and causes of action, direct or indirect, past,
present or future, whether at law or in equity and whether liquidated or unliquidated, known or unknown, asserted, unasserted,
contingent or otherwise, of any nature whatsoever, whenever and however incurred, which Geospatial and its Executives may have,
claim or assert, whether individually or collectively, directly, indirectly, representatively, derivatively or in any other capacity
against the Investor Released Parties, arising from any facts or circumstances occurring or existing up to the signing of this
Settlement Agreement (“Geospatial Claims”) including, but not limited to, any and all Geospatial Claims arising from
the facts and circumstances of the Lawsuit or in any manner related to the Offerings or the Investors’ ownership of Geospatial
stock. This release is not intended to be, and shall not be construed as, a release of any of the obligations created by this Agreement.



8.                  
Dismissal of the Lawsuit with Prejudice. Within five days of the payments to the Investors
as set forth in Paragraph 2 and 3, the Investors will file a praecipe to settle and discontinue the Lawsuit with the Court of Common
Pleas of Butler County, Pennsylvania.


9.                  
Representations and Warranties of the Investors. Each Investor, on the date the Investor
signs this Agreement, hereby makes the following representations and warranties regarding that Investor to each of Geospatial and
its Executives as follows: 


		a.	Each Investor is the sole legal, beneficial and record owner of the
amount of Geospatial shares and only the amount of Geospatial shares set forth on Attachment A hereto.



		b.	No Investor has created any encumbrances or granted any rights in
any of the shares he or she owns as set forth on Attachment A hereto. Upon Geospatial’s purchase of the Investors’
Aggregate Shares pursuant to Paragraphs 3, 4 and 5, Geospatial will acquire good and unencumbered title to all of the shares owned
by Investors as set forth on Attachment A hereto, free and clear of all liens, claims, restrictions, charges, encumbrances and
adverse claims of any kind.



		c.	Each Investor has had access to and has obtained all material information
concerning the Company and its business and financial condition, operations, prospects and investments, has personally made such
independent investigations of the Company and has been supplied with all information and data which such Investor believes is necessary
and advisable to reach an informed decision as to the advisability of entering into this Settlement Agreement, and consummating
the settlement and other transactions contemplated hereby, including selling such Investor’s shares, waiving such Investor’s
right to receive any additional Penalty Shares and granting the releases contained herein.



10.               
Representations and Warranties of Geospatial and its Executives. Each of Geospatial
and its Executives, on the last date on which any of them sign this Agreement (the “Geospatial Effective Date”), hereby
represents and warrants to each Investor as follows: 


 




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		a.	The financial statements and other information contained in Geospatial’s
Registration Statement on Form S-1 filed with the Securities and Exchange Commission on March 26, 2014 were reviewed by Geospatial’s
accountants and are substantially accurate as of the Geospatial Effective Date.



		b.	In the six months preceding the Geospatial Effective Date, neither
Geospatial nor either of its Executives had any material communications with any person or entity concerning (i) a sale of the
Company or (ii) a transaction that would constitute or effectuate a change in control, including, but not limited to, a merger
of the Company or the sale of all or substantially all of the Company’s assets to any person or entity not a party to this
Agreement. 



		c.	Geospatial will not be sold to any person or entity for a period
of three months after the Geospatial Effective Date, nor will there be a sale or other disposition of all of or substantially all
of the Company’s assets for a period of three months after the Geospatial Effective Date. 



		d.	Geospatial will cancel all of the shares constituting the Investors’
Aggregate Holdings, which the Investors are transferring to Geospatial as set forth in Paragraph 3, and Geospatial will not reissue
or resell any of such shares. 



11.               
No Admission of Liability. This Agreement is not and shall not be construed as an admission
or concession of any liability by any of the parties hereto. Neither this Agreement nor any of its provisions nor related comments
or representations, nor evidence of any negotiations in pursuit of this Agreement, shall be offered or received in any action or
proceeding as an admission or concession of any liability whatever on the part of any party hereto.


12.               
Expenses. Each of the Parties shall be responsible for the payment of his, her, or
its own costs and expenses (including attorney’s fees) in connection with the matters referred to in this Agreement. 


13.               
Confidentiality and Non-Disparagement. The Parties shall keep this Agreement confidential
and shall not disclose the contents of this Agreement, and this Agreement shall not be offered or received in evidence, nor shall
the Agreement be admissible in any trial or civil proceedings, except that its existence and contents may be disclosed (i) as required
by the Securities and Exchange Commission; (ii) as may be required by subpoena or other legal process under applicable federal
or state statutes or regulations, court order or in connection with its enforcement or as otherwise required by law; or (iii) in
the ordinary course of business by any Party to a government or regulatory agency upon the request of such agency; or (iv) to the
Parties’ respective accountants, auditors or attorneys (including in-house and outside counsel) on a confidential and need-to-know
basis. Further, it is understood and agreed that Geospatial will disclose this Agreement via an appropriate filing with the Securities
and Exchange Commission and/or press release. Should any person or entity seek access to this Agreement from any Party, by request,
subpoena or otherwise, such Party shall (a) promptly notify the other Party in writing to its attorney identified below of the
requested access, (b) notify in writing the person or entity requesting access that this Agreement is confidential, and (c) prior
to responding to any such request or subpoena, shall permit the other Party the time prescribed by any applicable statute or Rule
of Civil Procedure to resist any efforts by any person or entity to obtain this Agreement from the Parties hereto. If any Party
objects to disclosure, its undertaking to maintain confidentiality of the Agreement shall be at its own expense. Each of the Parties
agrees that for a period of two years after the Effective Date, such Party shall not make or cause to be made any statements which
disparage, are inimical to, or seek to damage the reputation of any other Party.


 




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14.               
Entire Agreement. This Agreement constitutes the entire Agreement of the Parties, and
supersedes all prior and contemporaneous negotiations and agreements, oral or written. All prior and contemporaneous negotiations
and agreements are deemed incorporated and merged into this Agreement and are deemed to have been abandoned if not so incorporated.
No representations, oral or written, are being relied upon by any Party in executing this Agreement other than the express representations
of this Agreement. 


15.               
Amendments. No amendment or waiver of any provision of this Agreement nor consent to
any departure therefrom shall in any event be effective unless the same shall be in writing and signed by each of the Parties hereto.


16.               
Governing Law. This Agreement shall be governed by and construed in accordance with
the laws of the Commonwealth of Pennsylvania, without regard to its conflicts of law provisions. The Parties each consent to the
jurisdiction of the Court of Common Pleas of Butler County to enforce this Agreement. 


17.               
Agreement Drafting. Each Party hereto has relied on the advice and assistance of competent
legal counsel of its own selection, has read and fully understands the Agreement, and has been fully advised as to its legal effect.
Accordingly, the language contained within and comprising the substance of this Agreement shall not presumptively be construed
either in favor of or against any Party on the grounds that it drafted this Agreement.


18.               
Headings. The headings in this Agreement are for convenience of reference only and
shall not limit or otherwise affect the meaning hereof.


19.               
Authority. Each Party hereto represents and warrants, as of the date hereof, that it
has the corporate power and authority to execute and deliver this Agreement, that this Agreement constitutes a legal, valid and
binding obligation of such Party, and that each person executing this Agreement on behalf of such Party is fully authorized to
execute this Agreement on behalf of said Party.


20.               
Further Assurances. Each Party hereto 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.


21.               
Notices. All notices and other communications pursuant to or related to this Agreement
shall be in writing and shall be delivered by e-mail and first class mail to the addresses specified below:


 




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Address for notices or communications
to the Investors:


Jeff Ross


Kelly Pierce


ROSS & ORENSTEIN LLC


222 South Ninth Street, Suite 470


Minneapolis, MN 55402-3389


Telephone: (612) 436-9801


Facsimile: (612) 436-9819


jross@rossbizlaw.com 


kpierce@rossbizlaw.com


Addresses for notices or communications to Geospatial
and its Executives:


Susan Yohe


Buchanan Ingersoll
& Rooney PC


One Oxford Centre


301 Grant Street, 20th Floor


Pittsburgh, PA 15219-1410


Telephone: (412) 562-8485


Facsimile: (412) 562-1041


susan.yohe@bipc.com


22.               
Execution. This Agreement may be executed in identical counterparts, each of which
shall be deemed an original and all of which, taken together, shall constitute one agreement. Facsimile or electronic copies of
signatures on this Agreement shall be deemed valid and original.


WHEREFORE,
the Parties have caused this Agreement to be executed as of the date first written above.


	 	 	 	BRAD BROOKS
	 	 	 	 
	Date:	4/24/14	 	/s/ Brad Brooks
	 	 	 	 	 
	 	 	 	KENNETH CALLIGAR
	 	 	 	 
	Date:	4/24/14	 	/s/ Kenneth Calligar
	 	 	 	 	 
	 	 	 	JEREMY CARTON
	 	 	 	 
	Date:	4/25/14	 	/s/ Jeremy Carton


 




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	 	 	 	JONATHAN CUNNINGHAM
	 	 	 	 
	Date:	4/25/14	 	/s/ Jonathan Cunningham
	 	 	 	 
	 	 	 	WILLIAM DENKIN
	 	 	 	 
	Date:	4/23/14	 	/s/ William Denkin
	 	 	 	 
	 	 	 	OMAR HASAN
	 	 	 	 
	Date:	4/24/14	 	/s/ Omar Hasan
	 	 	 	 
	 	 	 	J. MITCHELL HULL
	 	 	 	 
	Date:	4/24/14	 	/s/ J. Mitchell Hull
	 	 	 	 
	 	 	 	JONATHAN KALIKOW
	 	 	 	 
	Date:	4/23/14	 	/s/ Jonathan Kalikow
	 	 	 	 
	 	 	 	BENJAMIN KLOPP
	 	 	 	 
	Date:	4/23/14	 	/s/ Benjamin Klopp
	 	 	 	 
	 	 	 	GILBERT LI
	 	 	 	 
	Date:	4/23/14	 	/s/ Gilbert Li
	 	 	 	 
	 	 	 	MICHAEL LLOYD
	 	 	 	 
	Date:	4/23/14	 	/s/ Michael Lloyd


 




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	 	 	 	MICHAEL MATLIN
	 	 	 	 
	Date:	4/23/14	 	/s/ Michael Matlin
	 	 	 	 
	 	 	 	NOEL MELLER
	 	 	 	 
	Date:	4/23/14	 	/s/ Noel Meller
	 	 	 	 
	 	 	 	RAYMOND MINELLA
	 	 	 	 
	Date:	4/28/14	 	/s/ Raymond Minella
	 	 	 	 
	 	 	 	JEFFREY MOSKOWITZ
	 	 	 	 
	Date:	4/23/14	 	/s/ Jeffrey Moskowitz
	 	 	 	 
	 	 	 	RAYMOND MURPHY
	 	 	 	 
	Date:	4/23/14	 	/s/ Raymond Murphy
	 	 	 	 
	 	 	 	JEFFREY PARKET
	 	 	 	 
	Date:	4/22/14	 	/s/ Jeffrey Parket
	 	 	 	 
	 	 	 	DAVID PRITCHARD
	 	 	 	 
	Date:	4/28/14	 	/s/ David Pritchard
	 	 	 	 
	 	 	 	ARTHUR RABIN
	 	 	 	 
	Date:	4/28/14	 	/s/ Arthur Rabin


 




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	 	 	 	JASON RABIN
	 	 	 	 
	Date:	4/23/14	 	/s/ Jason Rabin
	 	 	 	 
	 	 	 	ANDREA ROSEN
	 	 	 	 
	Date:	4/23/14	 	/s/ Andrea Rosen
	 	 	 	 
	 	 	 	MARK ROSEN
	 	 	 	 
	Date:	4/23/14	 	/s/ Mark Rosen
	 	 	 	 
	 	 	 	SCOTT SKLAR
	 	 	 	 
	Date:	4/25/14	 	/s/ Scott Sklar
	 	 	 	 
	 	 	 	DAVID SODOWICK
	 	 	 	 
	Date:	4/25/14	 	/s/ David Sodowick
	 	 	 	 
	 	 	 	JONATHON SOPHER
	 	 	 	 
	Date:	4/23/14	 	/s/ Jonathon Sopher
	 	 	 	 
	 	 	 	TRUMP SECURITIES, LLC
	 	 	 	 
	Date:	4/23/14	 	By:	/s/ Carl Goodman
	 	 	 	Title:	Member
	 	 	 	 
	 	 	 	ADAM WACHTER
	 	 	 	 
	Date:	4/23/14	 	/s/ Adam Wachter


 




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	 	 	 	FLORINE WACHTER
	 	 	 	 
	Date:	4/24/14	 	/s/ Florine Wachter
	 	 	 	 
	 	 	 	JULES WACHTER
	 	 	 	 
	Date:	4/24/14	 	/s/ Jules Wachter
	 	 	 	 
	 	 	 	ADAM ZIRKIN
	 	 	 	 
	Date:	4/23/14	 	/s/ Adam Zirkin
	 	 	 	 
	 	 	 	Geospatial Holdings, Inc.
	 	 	 	 
	Date:	4/22/14	 	By:	/s/ Mark A. Smith
	 	 	 	Title:	CEO
	 	 	 	 
	 	 	 	Mark A. Smith
	 	 	 	 
	Date:	4/22/14	 	/s/ Mark A. Smith
	 	 	 	 
	 	 	 	Thomas R. Oxenreiter
	 	 	 	 
	Date:	4/22/14	 	/s/ Thomas R. Oxenreiter


 


 



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