Agreement Not-To-Compete



 Exhibit 10.21 
 EXECUTION COPY  
 AGREEMENT NOT-TO-COMPETE 
 This Agreement Not-To-Compete (the “Agreement”) is made and entered into as of March 6, 2009, by and between Geospatial Holdings, Inc., a
Nevada corporation (the “Company”) and David C. Vosbein (the “Executive”). 
 WHEREAS, the Executive is employed
by the Company; 
 WHEREAS, in the course of the Executive’s employment, the Executive will obtain extensive knowledge of and experience
in the business conducted by the Company; 
 WHEREAS, the Executive will enjoy extensive high level contacts with customers and prospective
customers of the Company and will have access to confidential and proprietary information of the Company; 
 WHEREAS, the Company has entered
into a Nonqualified Stock Warrant Agreement with the Executive in consideration for the Executive entering into this Agreement; 
 NOW,
THEREFORE, in consideration of the mutual promises and covenants set forth herein, the parties agree as follows: 
 1. Confidential
Information. 
 (a) The Executive acknowledges that (i) during employment by, and as a result of the Executive’s relationship
with, the Company, the Executive will obtain knowledge of and gain access to information regarding the business, operations, products, proposed products, production methods, processes, customer lists, advertising, marketing and promotional plans and
materials, price lists, pricing policies, financial information and other trade secrets of the Company, other confidential information of, and material proprietary to, the Company or designated as being confidential by the Company which is not
generally known to persons outside of the Company, including information and material originated, discovered or developed in whole or in part by the Executive (collectively referred to herein as “Confidential Information”), (ii) the
direct and indirect disclosure of any such Confidential Information to existing or potential competitors of the Company would place the Company at a competitive disadvantage and would do damage, monetary or otherwise, to the business of the Company;
and (iii) the engaging by the Executive in any of the activities prohibited by this Section 1 may constitute improper appropriation and/or use of such information and trade secrets. The Executive expressly acknowledges the trade secret
status of the Confidential Information and that the Confidential Information constitutes a protectable business interest of one or more members of the Company. Accordingly, the Executive agrees that during the Period of Employment with the Company
(or any member thereof) and, to the fullest extent permitted by law, thereafter, the Executive will, in a fiduciary capacity for the benefit of the Company, hold all Confidential Information strictly in confidence and will not directly or indirectly
reveal, report, disclose, publish or transfer any of such Confidential Information to any person, firm or other entity, or utilize any of the Confidential Information for any purpose, except in furtherance of the Executive’s employment with the
Company or with any member of the Company or as may be required by law. 
 (b) Proprietary Interest. All inventions, designs,
improvements, patents, copyrights and discoveries conceived by the Executive during the Period of Employment that are useful in or directly or indirectly related to the business of any member of the Company, or to any experimental work carried on by
any member of the Company, shall be the property of the Company. The Executive will promptly and fully disclose to the Company all such inventions, designs, improvements, patents, copyrights and discoveries (whether developed individually or with
other persons) and shall take all steps necessary and reasonably required to assure the Company’s ownership thereof and to assist the Company in protecting or defending proprietary rights therein of the Company and/or the appropriate member of
the Company. 
  

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 (c) Return of Materials. The Executive expressly acknowledges that all lists, books, records and
other Confidential Information of the Company obtained in connection with the business of any member of the Company is the exclusive property of the Company and the appropriate member of the Company and that upon the termination of the Period of
Employment, or earlier if so requested by the Company, the Executive will immediately surrender and return to the Company all such items and all other property belonging to any member of the Company then in the possession of the Executive, and the
Executive shall not make or retain any copies thereof. 
 2. Noncompetition and Nonsolicitation. 
 (a) The Executive agrees that during the Period of Employment and for a period of twelve full months following the Date of Termination (the
“Non-Compete Period”), the Executive will not, directly or indirectly, individually or otherwise, engage in a business competing with any of the businesses conducted by any member of the Company any where in the United States, nor without
the prior written consent of the Board directly or indirectly have any interest in, own, manage, operate, control, be connected with as a stockholder, joint venturer, lender, officer, Executive, partner or consultant, or otherwise engage, invest or
participate in any business that is competitive with any of the businesses conducted by any member of the Company; provided, however, that nothing contained in this Section 2(a) shall prevent the Executive from being the registered or
beneficial owner of up to 2% of any class of the capital stock of a corporation registered under the Securities Exchange Act of 1934, as amended. The Executive further agrees that during the Non-Compete Period the Executive will not, in any manner,
directly or indirectly, for the Executive’s benefit or for the benefit of any other person, firm or entity, (1) induce or attempt to induce any Executive of any member of the Company to terminate or abandon his or her employment with any
such member for any purpose whatsoever, (2) solicit from any customer doing business with any member of the Company during the Non-Compete Period, business of the same or similar nature to the business of any member of the Company with such
customer, or (3) otherwise interfere with the business or accounts of any member of the Company. 
 (b) As consideration for the
Executive’s agreement to the provisions of Sections 1 and 2(a), the Company has entered into the Employment Agreement with Executive. 
 3. Injunctive Relief. The Executive acknowledges that a breach of the covenants contained in Section 1 or Section 2 hereof shall cause irreparable damage to the Company, the exact amount of which shall be difficult to
ascertain, and that the remedies at law for any such breach shall be inadequate. Accordingly, the Executive agrees that, notwithstanding any provision of the Employment Agreement to the contrary, if the Executive breaches any of the covenants
contained in Section 1 or Section 2 hereof, then the Company shall be entitled to injunctive relief in addition to any other remedy or remedies available to the Company at law or in equity. 
 4. Notices. All notices and other communications given or made pursuant to this Agreement shall be in writing and shall be deemed to have been
duly given or made the second business day after the date of mailing, if delivered by registered or certified mail, postage prepaid; upon delivery, if sent by hand delivery; upon delivery, if sent by prepaid courier, with a record of receipt; or the
next day after the date of dispatch, if sent by cable, telegram, facsimile or telecopy (with a copy simultaneously sent by registered or certified mail, postage prepaid, return receipt requested), to the parties at the following addresses:

 if to the Executive, to: 
 David C Vosbein 
 503 Fairpoint Drive 
 Gulf Breeze, FL 32561 
 Fax 850 934 5353 
 Telephone: 850 934 5353 
  

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 if to Company, to: 
 Geospatial Holdings, Inc. 
 229 Howes Run Road 
 Sarver, PA 16055 
 Attention: General Counsel

 Facsimile: 724-353-3049 
 Telephone: 724-353-3400 
 Any party hereto may change the address to which notice to it, or copies thereof, shall be addressed, by giving notice
thereof to the other parties hereto in conformity with the foregoing. 
 5. Entire Agreement. This Agreement, together with the
Employment Agreement, constitutes the entire agreement between the parties and supersedes all prior written and oral and all contemporaneous oral agreements, understandings and negotiations with respect to the subject matter hereof. This Agreement
may not be changed orally, but only by an agreement in writing signed by both parties. 
 6. Counterparts. This Agreement may be
executed in counterparts, each of which shall be an original, but all of which together shall constitute one agreement. 
 7. Governing
Law and Construction. This Agreement shall be governed under and construed in accordance with the laws of the state of Pennsylvania, without regard to the principles of conflicts of laws. The paragraph headings and captions contained herein are
for reference purposes and convenience only and shall not in any way affect the meaning or interpretation of this Agreement. It is intended by the parties that this Agreement be interpreted in accordance with its fair and simple meaning, not for or
against either party, and neither party shall be deemed to be the drafter of this Agreement. 
 8. Severability. If any portion or
provision of this Agreement is determined by a court of competent jurisdiction to be invalid, illegal or unenforceable, the remaining portions or provisions hereof shall not be affected. The covenants in this Agreement are severable and separate,
and the unenforceability of any specific covenant shall not affect the enforceability of any other covenant. Moreover, in the event that any court of competent jurisdiction shall determine that the scope, time or territorial restrictions set forth
are unreasonable, then it is the intention of the parties that such restrictions be enforced to the fullest extent that the court deems reasonable, and this Agreement shall thereby be reformed. 
 9. Binding Effect. The rights and obligations of the parties under this Agreement shall be binding upon and inure to the benefit of the permitted
successors, assigns, heirs, administrators, executors and personal representatives of the parties. 
 IN WITNESS WHEREOF, the parties
have executed this Agreement on the day and in the year first written above. 
  

			
	COMPANY:
	
	GEOSPATIAL HOLDINGS, INC.
	
	  

	By:	 	
	Its:	 	
	
	David C. Vosbein:
	
	  



  

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