AGREEMENT TO AMEND NOTES AND SECURITY AGREEMENTS

This Agreement to Amend Notes and Security Agreements ("Agreement") is dated and effective as of June 15, 2018, by and between Geospatial Corporation, a Nevada corporation (the "Company"), and the Company's wholly-owned subsidiary, Geospatial Mapping Systems, Inc., a Delaware corporation ("Mapping Systems Inc."), and David M. Truitt, an individual resident of Virginia ("Purchaser"). The Company, including where applicable Mapping Systems Inc., and the Purchaser are collectively referred to as the "Parties".

RECITALS

A.The Company issued and sold to Purchaser a Secured Promissory Note dated April 2, 2015 in the principal amount of $1,000,000, which was amended pursuant to an Agreement and Amendment dated as of January 27, 2016 (as amended, the "First Note"). 

B.The Company issued and sold to Purchaser a Secured Promissory Note dated January 27, 2016 in the principal amount of $250,000.00 (the "Second Note"). 

C.The Company issued and sold to the purchaser a Secured Promissory Note dated December 14, 2016 in the principal amount of $100,000 (the "Third Note"). 

D.The First Note, the Second Note, and the Third Note (each a "Note"; collectively, the "Notes") are secured by a first priority security interest in (i) all of the Company's  assets pursuant to the terms of a Security Agreement dated as of April 2, 2015 between the Company and Purchaser (the "Security Agreement") and (ii) all of the assets of the Company's wholly­ owned subsidiary, Mapping Systems Inc. pursuant to the terms of a Security Agreement dated as of April 2, 2015 between Mapping Systems Inc. and Purchaser (the "Mapping Security Agreement"). 

E.The Notes were due and payable on June 1, 2018 and the Company has incurred an "Event of Default" as defined under the terms of the Notes, as amended, resulting from its failure to repay the Notes on the due date of June 1, 2018, for which the Company and Mapping Systems Inc. acknowledge that they have no defense, set off, counterclaim, discount or charge of any kind. 

F.Purchaser is hereby agreeing to waive the Event of Default that occurred on June 1, 2018 and to extend the Maturity Date of the Notes to September 15, 2018, in consideration for the Company's agreement to seek additional capital and use at least fifty percent (50%) of all new capital raised on or after June 15, 2018, to pay the outstanding principal balance and accrued interest of the Notes until the Notes are paid in full, and to change the governing law, jurisdiction and venue to Fairfax County, Virginia so that Purchaser can accelerate any proceeding to foreclose on the assets of Company and Mapping Systems Inc. in the event of a subsequent Event of Default by Company with respect to payment of the Notes. 

NOW, THEREFORE, in consideration of the foregoing recitals and the respective representations, warranties, covenants and agreements contained in this Agreement, the Parties, intending to be legally bound, agree as follows:

1.Waiver of Event of Default. The Parties acknowledge that the Company incurred an Event of Default upon its failure to repay the Notes on the due date of June 1, 2018. The Purchaser agrees to waive this Event of Default and to extend the Maturity Date of the Notes from June 1, 2018 to September 15, 2018, in exchange for the covenant of Company and Mapping Systems Inc. in Section 2 below, the interest rate acknowledgement in Section 3 below, and the document modifications specified in Section 4 below. 

2.Note Payment with Additional Capital Contributions. In exchange for the waiver of the default by Purchaser and Purchaser's agreement to extend the Maturity Date of the Notes, the Company and Mapping Systems Inc. both agree to exert commercial efforts to raise more capital from other investors, and if the Company and/or Mapping Systems Inc. is successful in their efforts to raise more capital from other investors, to use at least fifty percent (50%) of all new capital raised on or after June 15, 2018, to pay the outstanding principal balance and accrued interest of the Notes, which shall be paid concurrently with receipt of the additional capital, until the Notes are paid in full. In addition, Company and Mapping Systems Inc. agree to change the governing law, jurisdiction and venue of each of the Notes, the Security Agreement and the Mapping Security Agreement to Fairfax County, Virginia so that Purchaser can accelerate any proceeding to foreclose on the assets of Company and Mapping Systems Inc. in the event of a subsequent Event of Default by Company with respect to payment of the Notes, as further specified in Section 4 below. Company and Mapping Systems Inc. shall, if required by law, disclose the Note re-payment requirement to any future investor(s). Failure to remit payment to Purchaser of at least fifty percent (50%) of any new capital raised by Company and/or Mapping Systems, Inc., concurrent with the receipt of the additional capital, shall constitute an Event of Default under each of the Notes and shall entitle Purchaser to foreclose on the assets pursuant to the Security Agreement and the Mapping Security Agreement. 

3.Interest. The Parties acknowledge that, subject to Section 4.2 of each Note, interest accrued on the unpaid principal amount of each Note at a fixed rate per annum of ten percent (10%) until January 31, 2017. Due to a prior Event of Default, from January 31, 2017 to August 31, 2017, each Note accrued interest at the penalty rate provided in the Notes of twenty percent (20%). Pursuant to an Agreement and Amendment dated August 31, 2017, the Parties agreed that after August 31, 2017, interest on the Notes would accrue on the unpaid principal amount and accrued unpaid interest at a fixed rate of fifteen percent (15%) per annum until the Notes were paid in full, unless there was another Event of Default, in which case the penalty rate of twenty percent (20%) would apply as of any subsequent Event of Default as provided in Section 4.2 of each Note, as amended. The Company acknowledges that another Event of Default occurred on June 1, 2018, that the interest rate on the Notes on and after June 1, 2018 increased to twenty percent (20%) as of June 1, 2018, and that twenty percent (20%) is the current interest rate for each of the Notes. 

4.Amendments to the Notes, the Security Agreement and the Mapping Security Agreement. 

(a)Section 2.1 of each Note, titled "Maturity Date" is amended to read as follows: 

"This Note will mature and all unpaid principal and accrued and unpaid interest will be due and payable on the earlier of (a) September 15, 2018 (the "Maturity Date"), or (b) the occurrence of an Event of Default (as defined in Section 5)."

(b)Governing Law, Arbitration, Jurisdiction and Venue. Each Note, at Section 5, provides "This Agreement and the Note shall be governed, construed and interpreted in accordance with the laws of the Commonwealth of Pennsylvania without giving effect to principles of conflicts of law and choice that would cause the laws of any other jurisdiction to apply. Any dispute or claim arising to or in any way related to this Agreement or the Note or the rights and obligations of each of the parties hereto shall be settled by binding arbitration in Pittsburgh, Pennsylvania. All arbitration shall be conducted in accordance with the rules and regulations of the American Arbitration Association ("AAA"). AAA shall designate an arbitrator from an approved list of arbitrators following both parties' review and deletion of those arbitrators on the approved list having a conflict of interest with either party. The Company agrees that a final non-appealable judgment in any such suit or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on such judgment or in any other lawful manner." The Parties agree to delete this provision in each of the Notes and replace this Section with the following: "This Agreement and the Note shall be governed, construed and interpreted in accordance with the laws of the Commonwealth of Virginia without giving effect to principles of conflicts of law and choice that would cause the laws of any other jurisdiction to apply as of June 15, 2018. Any dispute or claim arising or in any way related to this Agreement or the Note, or the rights and obligations of each of the parties, including any foreclosure action because of an Event of Default under the Note, shall be resolved in the applicable state court in Fairfax County, Virginia as of and after June 15, 2018. " 

The Security Agreement and Mapping Security Agreement both contain a provision at Section 2(b) that provides "Code" shall mean the Uniform Commercial  Code as enacted  and  in effect in  the Commonwealth of Pennsylvania at the date of this Agreement" and  the  first  sentence  of Section 13 that provides "It is stipulated and agreed by Grantor and the  Lender  that  this Agreement shall be governed by and construed  in  accordance  with  the  laws  of  the Commonwealth of Pennsylvania without giving effect to principles of conflicts of  law." The Security Agreement and the Mapping Security Agreement are both modified to change Section 2(b) to provide "Code" shall mean the Uniform Commercial Code as enacted and in effect in the Commonwealth of Virginia as of June 15, 2018. " In addition, the first sentence of Section 13 of the Security Agreement and Mapping Security Agreement are modified to provide "It is stipulated and agreed by Grantor and the Lender that this Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Virginia without giving effect to principles of conflicts of law as of June 15, 2018." The Parties also agree to add after the first sentence of Section 13 in both the Security Agreement and the Mapping Security Agreement "Both Parties agree that the jurisdiction and venue for purposes of any disputes, including a foreclosure action because of an Event of Default after June 15, 2018 shall be the applicable state court in Fairfax County, Virginia."

5.Representations and Warranties. The Company represents and warrants to Purchaser, as of the date of this Agreement, as follows: 

(a)Organization and Standing. The Company is a corporation duly organized and validly existing in good standing under the laws of its jurisdiction of organization, with all requisite corporate power and authority to own and operate its properties and assets and to execute and deliver this Agreement. 

(b)Authorization; Binding Obligation. All corporate action on the part of the Company necessary for the authorization, execution and delivery of this Agreement and the performance of all obligations of the Company has been taken. This Agreement constitutes a valid and binding obligation of the Company enforceable in accordance with its terms, except as limited by (i) applicable bankruptcy, insolvency, reorganization, moratorium or other laws of general application affecting enforcement of creditors' rights, and (ii) general principles of equity that restrict the availability of equitable remedies. 

6.Confirmations. The Company confirms that the Notes, as amended, remain outstanding without defense, set off, counterclaim, discount or charge of any kind as of the date of this Agreement and the security interests granted pursuant to the Security Agreement and the Mapping Security Agreement shall continue unimpaired by this Agreement and remain in full force and effect, and nothing in this Agreement shall alter the first priority position of Purchaser or alter or modify any lien, security interest, mortgage, guarantee or pledge. 

7.No Other Changes. Except as modified by this Agreement, each of the Notes, the Security Agreement and the Mapping Security Agreement shall remain in full force and effect and are ratified and confirmed by the Parties in all respects. 

8.General Provisions. 

(a)Governing Law; Venue and Jurisdiction. This Agreement, the Security Agreement, the Mapping Security Agreement and each of the Notes shall now be governed, construed and interpreted in accordance with the laws of the Commonwealth of Virginia without giving effect to principles of conflicts of law and choice of law that would cause the laws of any other jurisdiction to apply. Any dispute or claim arising or in any way related to this Agreement, the Security Agreement, the Mapping Security Agreement, or each of the Notes, or the rights and obligations of each of the Parties, including any foreclosure action because of an Event of Default under the Notes, shall be resolved in the applicable state court in Fairfax County, Virginia as of and after June 15, 2018. 

(b)Indemnification. In consideration of Purchaser's execution and delivery of this Agreement, and in addition to all of the Company's other obligations under this Agreement, the Company shall defend, protect, indemnify and hold harmless Purchaser from and against any and all actions, causes of action, suits, claims, losses, costs, penalties, fees, liabilities and damages, and expenses in connection therewith (irrespective of whether Purchaser is a party to the action for which indemnification is sought), and including reasonable attorneys' fees and disbursements (the "Indemnified Liabilities"), incurred by Purchaser as a result of, or arising out of, or relating to (a) any material misrepresentation by Company (or Mapping Systems Inc.) or any material breach of any covenant, agreement, obligation, representation or warranty by the Company (or Mapping Systems Inc.) contained in this Agreement, or (b) after any applicable notice and/or cure periods, any breach or default in performance by the Company (or Mapping Systems Inc.) 

of any covenant or undertaking to be performed by the Company (or Mapping Systems Inc.). To the extent that the foregoing undertaking by the Company (or Mapping Systems Inc.) may be unenforceable for any reason, the Company and Mapping Systems Inc. shall each make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities, which is permissible under applicable law.

(c)Successors and Assigns. This Agreement may not be assigned, conveyed or transferred by the Parties without the prior written consent of the other party. Subject to the foregoing, the rights and obligations of the Parties under this Agreement shall be binding upon and benefit their respective permitted successors, assigns, heirs, administrators and transferees. The terms and provisions of this Agreement are for the sole benefit of the Parties and their respective permitted successors and assigns, and are not intended to confer any third-party benefit on any other person. 

(d)Severability. In case any provision of this Agreement shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired. 

(e)Amendment or Waiver. This Agreement, the Security Agreement, the Mapping Security Agreement and each of the Notes may only be amended, and any term or provision of this Agreement, the Security Agreement, the Mapping Security Agreement and each of the Notes may only be waived, (either generally or in a particular instance and either retroactively or prospectively) upon the written consent of the Parties. 

(f)Notices. All notices required or permitted shall be in writing and shall be deemed effectively given: (i) upon personal delivery to the party to be notified; (ii) five (5) days after having been sent by registered or certified mail, return receipt requested, postage prepaid; or 

(iii) the next business day after deposit with a nationally recognized overnight courier, specifying next day delivery, with written verification of receipt. All communications shall be sent to the Company (including communications for Mapping Systems Inc.) and to Purchaser at the address set forth on a party's signature page or at another address as the Company or Purchaser may designate by ten (10) days' advance written notice to the other Party.

(g)Expenses. Each party shall pay all costs and expenses that it incurs with respect to the negotiation, execution, delivery and performance of this Agreement. 

(h)Counterparts. This Agreement may be executed in any number of counterparts (and by email with a PDF attachment), each of which shall be an original, but all of which together shall constitute one instrument. 

IN WITNESS WHEREOF the Parties have executed this Agreement as of the date set forth in the first paragraph.

GEOSPATIAL CORPORATION

NON-STATUTORY STOCK OPTION

OF

Mark Smith

This Non-Statutory Option (this “Option”) is granted to the person named above by Geospatial Corporation (the “Corporation”) as of this 10th day of May 2018, the date this Option was granted.  This Option provides you with the right to purchase the number of shares of Common Stock of the Corporation at the times and on the terms set forth below.  This Option does not qualify as an “Incentive Option” within the meaning of §422 of the Internal Revenue Code of 1986, as amended. 

1.Number of Shares and Vesting.  The total number of shares of Common Stock subject to this Option is 28,000,000 shares.  Subject to the other terms of this Option, this Option shall be exercisable with respect to each installment shown below on or after the date of vesting applicable to such installment as follows:  

The cumulative revenues shall be as reported on the Corporation’s public filings with the Securities and Exchange Commission. For purposes of clarification, the amount of cumulative revenues can be achieved by the Corporation through an acquisition of a third party, whether structured as a stock or asset transaction.

2.Exercise Price.  The exercise price of this Option is Three Cents ($.03) per share, which is not less than the fair market value of the Common Stock on the date of grant of this Option.  The exercise price per share shall be paid upon exercise of all or any part of each vested installment which has become exercisable by you. 

Notwithstanding anything contained herein to the contrary, in lieu of exercising this Option for cash, you may elect to receive shares equal to the value (as determined below) of this Option (or the portion thereof being cancelled) by surrender of this Option at the principal office of the Corporation together with your intention to exercise this Option on a cashless basis, in which event the Corporation shall issue to the holder a number of shares of Common Stock computed using the following formula:

X= Y (A-B) 

         A 

Where X=the number of shares of Common Stock to be issued; 

Y=the number of shares of Common Stock purchasable under this Option or, if only a portion of the Option is being exercised, the portion of the Option being exercised (at the date of such calculation);  

A= the average of the closing sale prices of the Common Stock for the five (5) trading days immediately prior to the exercise hereof; and  

B=Exercise Price (as adjusted to the date of such calculation) 

For purposes of Rule 144 promulgated under the Securities Act of 1933, as amended (the “Securities Act”), it is intended, understood and acknowledged that the Common Stock issued in a cashless exercise transaction shall be deemed to have been acquired by you, and the holding period for the Common Stock shall be deemed to have commenced, on the date this Option was originally issued to you.

3.Assurances Upon Exercise.  The Corporation may require you, as a condition of exercising this Option: (i) to give written assurances satisfactory to the Corporation as to your knowledge and experience in financial and business matters and/or to employ a purchaser representative reasonably satisfactory to the Corporation who is knowledgeable and experienced in financial and business matters, and that he or she is capable of evaluating, alone or together with the purchaser representative, the merits and risks of exercising this Option; and (ii) to give written assurances satisfactory to the Corporation stating that such person is acquiring the Common Stock subject to this Option for such person’s own account and not with any present intention of selling or otherwise distributing the stock.  The foregoing requirements, and any assurances given pursuant to such requirements, shall be inoperative if:  (i) the issuance of the shares of Common Stock upon the exercise of this Option has been registered under a then currently effective  

registration statement under the Securities Act; or (ii) as to any particular requirement, a determination is made by counsel for the Corporation that such requirement need not be met in the circumstances under the then applicable securities laws.  The Corporation shall place legends on stock certificates issued upon exercise of this Option as necessary or appropriate in order to comply with applicable securities laws, including, but not limited to, legends restricting the transfer of the stock.

4.Term.  The term of this Option commences on the date hereof and, unless sooner terminated, terminates three (3) years from the date it was granted. Each option granted herein shall terminate upon the 12-month anniversary from vesting. For purposes of example, if securities of the Corporation are listed on the NASDAQ on September 1, 2018, you have the option to purchase 7,000,000 shares of Common Stock from September 2, 2018 through and including August 31, 2019). Notwithstanding, this Option shall automatically terminate and have no further force and effect if you cease to perform services for the Corporation.  

5.Notice of Exercise.  This Option may be exercised, to the extent specified above, by delivering written notice of exercise together with the exercise price to the Secretary of the Corporation, or to such other person as the Corporation may designate, during regular business hours, together with such additional documents as the Corporation may then require.  The notice must specify the number of shares to be purchased upon exercise and a date no more than 3 days after receipt of the notice by the Corporation on which the purchase is to be completed.   

6.Transferability.  This Option is not transferable, except by will or by the laws of descent and distribution, and shall be exercisable only by you.  However, you may designate a third party who, in the event of your death, would be entitled to exercise this Option, by providing a written notice in a form satisfactory to the Secretary of the Corporation. 

7.State Securities Laws.  Notwithstanding the other provisions of this Option, the Corporation may, in its reasonable discretion, determine that the registration or qualification of the shares of Common Stock covered by this Option is necessary or desirable as a condition of or in connection with the exercise of this Option.  If the Corporation makes such a determination, this Option may not be exercised in whole or in part unless and until such registration or qualification shall have been effected or obtained free of any conditions not acceptable to the Corporation, in its reasonable discretion.  The Corporation shall use good faith reasonable efforts to obtain or effect such registration or qualification, but is not required to obtain or effect such registration or qualification. 

8.Optionee Acknowledgments.  By executing this Option, you acknowledge and agree as follows: 

8.1You understand that upon exercise of this Option you will be subject to taxes as a result of such exercise. 

8.2You and your transferees have no rights as a shareholder with respect to any shares of Common Stock covered by this Option until the date of the issuance of a stock certificate for such shares. 

8.3The Corporation is not providing you with advice, warranties or representations regarding any of the legal or tax effects to you with respect to this grant. 

8.4You acknowledge that you are familiar with the terms of the grant made to you under this Option, that you have been encouraged by the Corporation to discuss the grant with your own legal and tax advisers, and that you agree to be bound by the terms of the grant. 

8.5You acknowledge that nothing contained in this Option shall confer any right with respect to the continuation of your employment by the Corporation or interfere in any way with the right of the Corporation, subject to the terms of any separate employment agreement to the contrary, at any time to terminate such employment or to increase or decrease the compensation of the grantee from the rate in existence at the time of the grant of an option. 

9.Withholding.  You acknowledge that federal and state income and payroll tax may apply upon exercise of this Option.  If the Corporation determines, in its sole discretion, that withholding is required, you agree that such withholding may be accomplished with respect to the cash compensation (if any) due to you from the Corporation.  If withholding pursuant to the foregoing sentence is insufficient (in the sole judgment of the Corporation) to satisfy the full withholding obligation, you agree that you will pay over to the Corporation the amount of cash or, if acceptable to the Corporation in its sole discretion, property with a value necessary to satisfy such remaining withholding obligation on the date this Option is exercised or at a time thereafter specified in writing by the Corporation. 

10.Capital Restructuring. If the outstanding shares of the common stock of the Corporation are increased or decreased, or are changed into or exchanged for a different number or kind of shares or securities or other forms of property (including cash) or rights, as a result of one or more reorganizations, recapitalizations, spin-offs, stock splits, reverse stock splits, stock dividends or the like, appropriate adjustments shall be made in the number and/or kind of shares or securities or other forms of property (including cash) or rights for which Options may thereafter be granted hereunder. Any such adjustments shall be made without changing the aggregate exercise price applicable to the unexercised portions of outstanding Options. Any fractional shares resulting from such adjustment shall be eliminated by rounding to the nearest whole number. The determination by the Corporation as to what adjustment, amendments or arrangements shall be made pursuant to this Section and the extent thereof, shall be final and conclusive. 

In the event of the proposed dissolution or liquidation of the Corporation, or in the event of a Change of Control, or any other transaction in which the outstanding shares then subject to this Option are changed into or exchanged for property (including cash), rights and/or securities other than, or in addition to, shares of the Corporation, you shall have the right to exercise such Option for the kind and amount of shares of stock and other securities, property, cash or any combination thereof receivable upon such dissolution, liquidation, Change of Control or similar corporate event, by a holder of the number of Shares for which such Option might have been exercised immediately prior to such dissolution, liquidation, sale, consolidation or merger or similar corporate event.  Any agreement providing for a Change of Control shall provide, at the

discretion of the Corporation, that the purchaser(s) of the Corporation’s assets or stock shall deliver to the grantee the same kind of consideration that is delivered to other stockholders of the Corporation as a result of such sale, conveyance or Change of Control.  Alternatively, the Corporation may cancel all outstanding options in exchange for consideration in cash or in kind which consideration in both cases shall be equal in value to the value the grantee would have received had the option been exercised (to the extent so exercisable) and no disposition of the shares acquired upon such exercise been made prior to such sale, conveyance or Change of Control, less the exercise price therefor.  Upon receipt of such consideration, the options shall terminate and be of no further force and effect.  The value of the stock or other securities the grantee would have received if the option had been exercised shall be determined in good faith by the Corporation.

A “Change of Control” shall be deemed to have occurred upon the consummation of (i) an acquisition of any voting securities of the Corporation by any entity or person, immediately after which such entity or person has beneficial ownership of thirty percent (30%) or more of the then outstanding shares or the combined voting power of the Corporation’s then outstanding voting securities; (ii) the individuals who, as of the effective date of this Option, are members of the Board (the "Incumbent Board"), cease for any reason to constitute at least two-thirds of the members of the Board; provided, however, that if the election, or nomination of any new director was approved by a vote of at least two-thirds of the Incumbent Board, such new director shall, for purposes of this Plan, be considered as a member of the Incumbent Board; (iii) a merger, consolidation or other business combination with or into another company; or (iv) the sale or other disposition of all or substantially all of the assets of the Corporation.

11.Entire Agreement.  This Option constitute the entire agreement between the parties pertaining to the subject matter contained herein and supersedes all prior and contemporaneous agreements, representations, and understandings of the parties.  No supplement, modification, or amendment of this Option shall be binding unless executed in writing by all of the parties.  No waiver of any of the provisions of this Option shall be deemed or shall constitute a waiver of any other provisions, whether or not similar, nor shall any waiver constitute a continuing waiver.  No waiver shall be binding unless executed in writing by the party making the waiver. 

13.Governing Law.  This Option shall be construed according to the laws of the State of Nevada and federal law, as applicable.   

The undersigned:

(a)Acknowledges receipt of the foregoing Option, agrees to its terms and understands that all rights and liabilities with respect to this Option are set forth in this Option; and 

(b)Acknowledges that as of the date of grant of this Option, it sets forth the entire understanding between the undersigned and the Corporation and its affiliates regarding the acquisition of the Common Stock of the Corporation covered by this Option and supersedes all prior oral and written agreements on that subject. 

OPTIONEE:

Name: /s/ Mark Smith                   

Mark Smith 

Date:    May 10, 2018                   

GEOSPATIAL CORPORATION

NON-STATUTORY STOCK OPTION

OF

Troy Taggart

This Non-Statutory Option (this “Option”) is granted to the person named above by Geospatial Corporation (the “Corporation”) as of this 10th day of May, 2018, the date this Option was granted.  This Option provides you with the right to purchase the number of shares of Common Stock of the Corporation at the times and on the terms set forth below.  This Option does not qualify as an “Incentive Option” within the meaning of §422 of the Internal Revenue Code of 1986, as amended. 

1.Number of Shares and Vesting.  The total number of shares of Common Stock subject to this Option is 48,000,000 shares.  Subject to the other terms of this Option, this Option shall be exercisable with respect to each installment shown below on or after the date of vesting applicable to such installment as follows: 

The cumulative revenues shall be as reported on the Corporation’s public filings with the Securities and Exchange Commission. For purposes of clarification, the amount of cumulative

revenues can be achieved by the Corporation through an acquisition of a third party, whether structured as a stock or asset transaction.

2.Exercise Price.  The exercise price of this Option is Three ($0.03) per share, which is not less than the fair market value of the Common Stock on the date of grant of this Option.  The exercise price per share shall be paid upon exercise of all or any part of each vested installment which has become exercisable by you. 

Notwithstanding anything contained herein to the contrary, in lieu of exercising this Option for cash, you may elect to receive shares equal to the value (as determined below) of this Option (or the portion thereof being cancelled) by surrender of this Option at the principal office of the Corporation together with your intention to exercise this Option on a cashless basis, in which event the Corporation shall issue to the holder a number of shares of Common Stock computed using the following formula:

X= Y (A-B) 

         A 

Where X=the number of shares of Common Stock to be issued; 

Y=the number of shares of Common Stock purchasable under this Option or, if only a portion of the Option is being exercised, the portion of the Option being exercised (at the date of such calculation);  

A= the average of the closing sale prices of the Common Stock for the five (5) trading days immediately prior to the exercise hereof; and  

B=Exercise Price (as adjusted to the date of such calculation) 

For purposes of Rule 144 promulgated under the Securities Act of 1933, as amended (the “Securities Act”), it is intended, understood and acknowledged that the Common Stock issued in a cashless exercise transaction shall be deemed to have been acquired by you, and the holding period for the Common Stock shall be deemed to have commenced, on the date this Option was originally issued to you.

3.Assurances Upon Exercise.  The Corporation may require you, as a condition of exercising this Option: (i) to give written assurances satisfactory to the Corporation as to your knowledge and experience in financial and business matters and/or to employ a purchaser representative reasonably satisfactory to the Corporation who is knowledgeable and experienced in financial and business matters, and that he or she is capable of evaluating, alone or together with the purchaser representative, the merits and risks of exercising this Option; and (ii) to give written assurances satisfactory to the Corporation stating that such person is acquiring the Common Stock subject to this Option for such person’s own account and not with any present intention of selling or otherwise distributing the stock.  The foregoing requirements, and any assurances given  

pursuant to such requirements, shall be inoperative if:  (i) the issuance of the shares of Common Stock upon the exercise of this Option has been registered under a then currently effective registration statement under the Securities Act; or (ii) as to any particular requirement, a determination is made by counsel for the Corporation that such requirement need not be met in the circumstances under the then applicable securities laws.  The Corporation shall place legends on stock certificates issued upon exercise of this Option as necessary or appropriate in order to comply with applicable securities laws, including, but not limited to, legends restricting the transfer of the stock.

4.Term.  The term of this Option commences on the date hereof and, unless sooner terminated, terminates three (3) years from the date it was granted. Each option granted herein shall terminate upon the 12-month anniversary from vesting. For purposes of example, if securities of the Corporation are listed on the NASDAQ on September 1, 2018, you have the option to purchase 12,000,000 shares of Common Stock from September 2, 2018 through and including August 31, 2019). Notwithstanding, this Option shall automatically terminate and have no further force and effect if you cease to perform services for the Corporation.  

5.Notice of Exercise.  This Option may be exercised, to the extent specified above, by delivering written notice of exercise together with the exercise price to the Secretary of the Corporation, or to such other person as the Corporation may designate, during regular business hours, together with such additional documents as the Corporation may then require.  The notice must specify the number of shares to be purchased upon exercise and a date no more than 3 days after receipt of the notice by the Corporation on which the purchase is to be completed.   

6.Transferability.  This Option is not transferable, except by will or by the laws of descent and distribution, and shall be exercisable only by you.  However, you may designate a third party who, in the event of your death, would be entitled to exercise this Option, by providing a written notice in a form satisfactory to the Secretary of the Corporation. 

7.State Securities Laws.  Notwithstanding the other provisions of this Option, the Corporation may, in its reasonable discretion, determine that the registration or qualification of the shares of Common Stock covered by this Option is necessary or desirable as a condition of or in connection with the exercise of this Option.  If the Corporation makes such a determination, this Option may not be exercised in whole or in part unless and until such registration or qualification shall have been effected or obtained free of any conditions not acceptable to the Corporation, in its reasonable discretion.  The Corporation shall use good faith reasonable efforts to obtain or effect such registration or qualification, but is not required to obtain or effect such registration or qualification. 

8.Optionee Acknowledgments.  By executing this Option, you acknowledge and agree as follows: 

8.1You understand that upon exercise of this Option you will be subject to taxes as a result of such exercise. 

8.2You and your transferees have no rights as a shareholder with respect to any shares of Common Stock covered by this Option until the date of the issuance of a stock certificate for such shares. 

8.3The Corporation is not providing you with advice, warranties or representations regarding any of the legal or tax effects to you with respect to this grant. 

8.4You acknowledge that you are familiar with the terms of the grant made to you under this Option, that you have been encouraged by the Corporation to discuss the grant with your own legal and tax advisers, and that you agree to be bound by the terms of the grant. 

8.5You acknowledge that nothing contained in this Option shall confer any right with respect to the continuation of your employment by the Corporation or interfere in any way with the right of the Corporation, subject to the terms of any separate employment agreement to the contrary, at any time to terminate such employment or to increase or decrease the compensation of the grantee from the rate in existence at the time of the grant of an option. 

9.Withholding.  You acknowledge that federal and state income and payroll tax may apply upon exercise of this Option.  If the Corporation determines, in its sole discretion, that withholding is required, you agree that such withholding may be accomplished with respect to the cash compensation (if any) due to you from the Corporation.  If withholding pursuant to the foregoing sentence is insufficient (in the sole judgment of the Corporation) to satisfy the full withholding obligation, you agree that you will pay over to the Corporation the amount of cash or, if acceptable to the Corporation in its sole discretion, property with a value necessary to satisfy such remaining withholding obligation on the date this Option is exercised or at a time thereafter specified in writing by the Corporation. 

10.Capital Restructuring. If the outstanding shares of the common stock of the Corporation are increased or decreased, or are changed into or exchanged for a different number or kind of shares or securities or other forms of property (including cash) or rights, as a result of one or more reorganizations, recapitalizations, spin-offs, stock splits, reverse stock splits, stock dividends or the like, appropriate adjustments shall be made in the number and/or kind of shares or securities or other forms of property (including cash) or rights for which Options may thereafter be granted hereunder. Any such adjustments shall be made without changing the aggregate exercise price applicable to the unexercised portions of outstanding Options. Any fractional shares resulting from such adjustment shall be eliminated by rounding to the nearest whole number. The determination by the Corporation as to what adjustment, amendments or arrangements shall be made pursuant to this Section and the extent thereof, shall be final and conclusive. 

In the event of the proposed dissolution or liquidation of the Corporation, or in the event of a Change of Control, or any other transaction in which the outstanding shares then subject to this Option are changed into or exchanged for property (including cash), rights and/or securities other than, or in addition to, shares of the Corporation, you shall have the right to exercise such Option for the kind and amount of shares of stock and other securities, property, cash or any

combination thereof receivable upon such dissolution, liquidation, Change of Control or similar corporate event, by a holder of the number of Shares for which such Option might have been exercised immediately prior to such dissolution, liquidation, sale, consolidation or merger or similar corporate event.  Any agreement providing for a Change of Control shall provide, at the discretion of the Corporation, that the purchaser(s) of the Corporation’s assets or stock shall deliver to the grantee the same kind of consideration that is delivered to other stockholders of the Corporation as a result of such sale, conveyance or Change of Control.  Alternatively, the Corporation may cancel all outstanding options in exchange for consideration in cash or in kind which consideration in both cases shall be equal in value to the value the grantee would have received had the option been exercised (to the extent so exercisable) and no disposition of the shares acquired upon such exercise been made prior to such sale, conveyance or Change of Control, less the exercise price therefor.  Upon receipt of such consideration, the options shall terminate and be of no further force and effect.  The value of the stock or other securities the grantee would have received if the option had been exercised shall be determined in good faith by the Corporation.

A “Change of Control” shall be deemed to have occurred upon the consummation of (i) an acquisition of any voting securities of the Corporation by any entity or person, immediately after which such entity or person has beneficial ownership of thirty percent (30%) or more of the then outstanding shares or the combined voting power of the Corporation’s then outstanding voting securities; (ii) the individuals who, as of the effective date of this Option, are members of the Board (the "Incumbent Board"), cease for any reason to constitute at least two-thirds of the members of the Board; provided, however, that if the election, or nomination of any new director was approved by a vote of at least two-thirds of the Incumbent Board, such new director shall, for purposes of this Plan, be considered as a member of the Incumbent Board; (iii) a merger, consolidation or other business combination with or into another company; or (iv) the sale or other disposition of all or substantially all of the assets of the Corporation.

11.Entire Agreement.  This Option constitute the entire agreement between the parties pertaining to the subject matter contained herein and supersedes all prior and contemporaneous agreements, representations, and understandings of the parties.  No supplement, modification, or amendment of this Option shall be binding unless executed in writing by all of the parties.  No waiver of any of the provisions of this Option shall be deemed or shall constitute a waiver of any other provisions, whether or not similar, nor shall any waiver constitute a continuing waiver.  No waiver shall be binding unless executed in writing by the party making the waiver. 

13.Governing Law.  This Option shall be construed according to the laws of the State of Nevada and federal law, as applicable.   

The undersigned:

(a)Acknowledges receipt of the foregoing Option, agrees to its terms and understands that all rights and liabilities with respect to this Option are set forth in this Option; and 

(b)Acknowledges that as of the date of grant of this Option, it sets forth the entire understanding between the undersigned and the Corporation and its affiliates regarding the acquisition of the Common Stock of the Corporation covered by this Option and supersedes all prior oral and written agreements on that subject. 

OPTIONEE:

Name: /s/ Troy Taggart               

Troy Taggart 

Date:   May 11, 2018                  

GEOSPATIAL CORPORATION

NON-STATUTORY STOCK OPTION

OF

Thomas Oxenreiter

This Non-Statutory Option (this “Option”) is granted to the person named above by Geospatial Corporation (the “Corporation”) as of this 10th day of May, 2018, the date this Option was granted.  This Option provides you with the right to purchase the number of shares of Common Stock of the Corporation at the times and on the terms set forth below.  This Option does not qualify as an “Incentive Option” within the meaning of §422 of the Internal Revenue Code of 1986, as amended. 

1.Number of Shares and Vesting.  The total number of shares of Common Stock subject to this Option is 36,000,000 shares.  Subject to the other terms of this Option, this Option shall be exercisable with respect to each installment shown below on or after the date of vesting applicable to such installment as follows:  

The cumulative revenues shall be as reported on the Corporation’s public filings with the Securities and Exchange Commission. For purposes of clarification, the amount of cumulative

revenues can be achieved by the Corporation through an acquisition of a third party, whether structured as a stock or asset transaction.

2.Exercise Price.  The exercise price of this Option is Three Cents ($0.03) per share, which is not less than the fair market value of the Common Stock on the date of grant of this Option.  The exercise price per share shall be paid upon exercise of all or any part of each vested installment which has become exercisable by you. 

Notwithstanding anything contained herein to the contrary, in lieu of exercising this Option for cash, you may elect to receive shares equal to the value (as determined below) of this Option (or the portion thereof being cancelled) by surrender of this Option at the principal office of the Corporation together with your intention to exercise this Option on a cashless basis, in which event the Corporation shall issue to the holder a number of shares of Common Stock computed using the following formula:

X= Y (A-B) 

         A 

Where X=the number of shares of Common Stock to be issued; 

Y=the number of shares of Common Stock purchasable under this Option or, if only a portion of the Option is being exercised, the portion of the Option being exercised (at the date of such calculation);  

A= the average of the closing sale prices of the Common Stock for the five (5) trading days immediately prior to the exercise hereof; and  

B=Exercise Price (as adjusted to the date of such calculation) 

For purposes of Rule 144 promulgated under the Securities Act of 1933, as amended (the “Securities Act”), it is intended, understood and acknowledged that the Common Stock issued in a cashless exercise transaction shall be deemed to have been acquired by you, and the holding period for the Common Stock shall be deemed to have commenced, on the date this Option was originally issued to you.

3.Assurances Upon Exercise.  The Corporation may require you, as a condition of exercising this Option: (i) to give written assurances satisfactory to the Corporation as to your knowledge and experience in financial and business matters and/or to employ a purchaser representative reasonably satisfactory to the Corporation who is knowledgeable and experienced in financial and business matters, and that he or she is capable of evaluating, alone or together with the purchaser representative, the merits and risks of exercising this Option; and (ii) to give written assurances satisfactory to the Corporation stating that such person is acquiring the Common Stock subject to this Option for such person’s own account and not with any present intention of selling or otherwise distributing the stock.  The foregoing requirements, and any assurances given  

pursuant to such requirements, shall be inoperative if:  (i) the issuance of the shares of Common Stock upon the exercise of this Option has been registered under a then currently effective registration statement under the Securities Act; or (ii) as to any particular requirement, a determination is made by counsel for the Corporation that such requirement need not be met in the circumstances under the then applicable securities laws.  The Corporation shall place legends on stock certificates issued upon exercise of this Option as necessary or appropriate in order to comply with applicable securities laws, including, but not limited to, legends restricting the transfer of the stock.

4.Term.  The term of this Option commences on the date hereof and, unless sooner terminated, terminates three (3) years from the date it was granted. Each option granted herein shall terminate upon the 12-month anniversary from vesting. For purposes of example, if securities of the Corporation are listed on the NASDAQ on September 1, 2018, you have the option to purchase 8,000,000 shares of Common Stock from September 2, 2018 through and including August 31, 2019). Notwithstanding, this Option shall automatically terminate and have no further force and effect if you cease to perform services for the Corporation.  

5.Notice of Exercise.  This Option may be exercised, to the extent specified above, by delivering written notice of exercise together with the exercise price to the Secretary of the Corporation, or to such other person as the Corporation may designate, during regular business hours, together with such additional documents as the Corporation may then require.  The notice must specify the number of shares to be purchased upon exercise and a date no more than 3 days after receipt of the notice by the Corporation on which the purchase is to be completed.   

6.Transferability.  This Option is not transferable, except by will or by the laws of descent and distribution, and shall be exercisable only by you.  However, you may designate a third party who, in the event of your death, would be entitled to exercise this Option, by providing a written notice in a form satisfactory to the Secretary of the Corporation. 

7.State Securities Laws.  Notwithstanding the other provisions of this Option, the Corporation may, in its reasonable discretion, determine that the registration or qualification of the shares of Common Stock covered by this Option is necessary or desirable as a condition of or in connection with the exercise of this Option.  If the Corporation makes such a determination, this Option may not be exercised in whole or in part unless and until such registration or qualification shall have been effected or obtained free of any conditions not acceptable to the Corporation, in its reasonable discretion.  The Corporation shall use good faith reasonable efforts to obtain or effect such registration or qualification, but is not required to obtain or effect such registration or qualification. 

8.Optionee Acknowledgments.  By executing this Option, you acknowledge and agree as follows: 

8.1You understand that upon exercise of this Option you will be subject to taxes as a result of such exercise. 

8.2You and your transferees have no rights as a shareholder with respect to any shares of Common Stock covered by this Option until the date of the issuance of a stock certificate for such shares. 

8.3The Corporation is not providing you with advice, warranties or representations regarding any of the legal or tax effects to you with respect to this grant. 

8.4You acknowledge that you are familiar with the terms of the grant made to you under this Option, that you have been encouraged by the Corporation to discuss the grant with your own legal and tax advisers, and that you agree to be bound by the terms of the grant. 

8.5You acknowledge that nothing contained in this Option shall confer any right with respect to the continuation of your employment by the Corporation or interfere in any way with the right of the Corporation, subject to the terms of any separate employment agreement to the contrary, at any time to terminate such employment or to increase or decrease the compensation of the grantee from the rate in existence at the time of the grant of an option. 

9.Withholding.  You acknowledge that federal and state income and payroll tax may apply upon exercise of this Option.  If the Corporation determines, in its sole discretion, that withholding is required, you agree that such withholding may be accomplished with respect to the cash compensation (if any) due to you from the Corporation.  If withholding pursuant to the foregoing sentence is insufficient (in the sole judgment of the Corporation) to satisfy the full withholding obligation, you agree that you will pay over to the Corporation the amount of cash or, if acceptable to the Corporation in its sole discretion, property with a value necessary to satisfy such remaining withholding obligation on the date this Option is exercised or at a time thereafter specified in writing by the Corporation. 

10.Capital Restructuring. If the outstanding shares of the common stock of the Corporation are increased or decreased, or are changed into or exchanged for a different number or kind of shares or securities or other forms of property (including cash) or rights, as a result of one or more reorganizations, recapitalizations, spin-offs, stock splits, reverse stock splits, stock dividends or the like, appropriate adjustments shall be made in the number and/or kind of shares or securities or other forms of property (including cash) or rights for which Options may thereafter be granted hereunder. Any such adjustments shall be made without changing the aggregate exercise price applicable to the unexercised portions of outstanding Options. Any fractional shares resulting from such adjustment shall be eliminated by rounding to the nearest whole number. The determination by the Corporation as to what adjustment, amendments or arrangements shall be made pursuant to this Section and the extent thereof, shall be final and conclusive. 

In the event of the proposed dissolution or liquidation of the Corporation, or in the event of a Change of Control, or any other transaction in which the outstanding shares then subject to this Option are changed into or exchanged for property (including cash), rights and/or securities other than, or in addition to, shares of the Corporation, you shall have the right to exercise such Option for the kind and amount of shares of stock and other securities, property, cash or any

combination thereof receivable upon such dissolution, liquidation, Change of Control or similar corporate event, by a holder of the number of Shares for which such Option might have been exercised immediately prior to such dissolution, liquidation, sale, consolidation or merger or similar corporate event.  Any agreement providing for a Change of Control shall provide, at the discretion of the Corporation, that the purchaser(s) of the Corporation’s assets or stock shall deliver to the grantee the same kind of consideration that is delivered to other stockholders of the Corporation as a result of such sale, conveyance or Change of Control.  Alternatively, the Corporation may cancel all outstanding options in exchange for consideration in cash or in kind which consideration in both cases shall be equal in value to the value the grantee would have received had the option been exercised (to the extent so exercisable) and no disposition of the shares acquired upon such exercise been made prior to such sale, conveyance or Change of Control, less the exercise price therefor.  Upon receipt of such consideration, the options shall terminate and be of no further force and effect.  The value of the stock or other securities the grantee would have received if the option had been exercised shall be determined in good faith by the Corporation.

A “Change of Control” shall be deemed to have occurred upon the consummation of (i) an acquisition of any voting securities of the Corporation by any entity or person, immediately after which such entity or person has beneficial ownership of thirty percent (30%) or more of the then outstanding shares or the combined voting power of the Corporation’s then outstanding voting securities; (ii) the individuals who, as of the effective date of this Option, are members of the Board (the "Incumbent Board"), cease for any reason to constitute at least two-thirds of the members of the Board; provided, however, that if the election, or nomination of any new director was approved by a vote of at least two-thirds of the Incumbent Board, such new director shall, for purposes of this Plan, be considered as a member of the Incumbent Board; (iii) a merger, consolidation or other business combination with or into another company; or (iv) the sale or other disposition of all or substantially all of the assets of the Corporation.

11.Entire Agreement.  This Option constitute the entire agreement between the parties pertaining to the subject matter contained herein and supersedes all prior and contemporaneous agreements, representations, and understandings of the parties.  No supplement, modification, or amendment of this Option shall be binding unless executed in writing by all of the parties.  No waiver of any of the provisions of this Option shall be deemed or shall constitute a waiver of any other provisions, whether or not similar, nor shall any waiver constitute a continuing waiver.  No waiver shall be binding unless executed in writing by the party making the waiver. 

13.Governing Law.  This Option shall be construed according to the laws of the State of Nevada and federal law, as applicable.   

The undersigned:

(a)Acknowledges receipt of the foregoing Option, agrees to its terms and understands that all rights and liabilities with respect to this Option are set forth in this Option; and 

(b)Acknowledges that as of the date of grant of this Option, it sets forth the entire understanding between the undersigned and the Corporation and its affiliates regarding the acquisition of the Common Stock of the Corporation covered by this Option and supersedes all prior oral and written agreements on that subject. 

OPTIONEE:

Name: /s/ Thomas Oxenreiter               

Thomas Oxenreiter 

Date:   May 10, 2018