Geospatial Corp. (GSPH)

[Pro-Life]

SEC Form 8K: On October 15, 2010, Geospatial Holdings, Inc. (the “Company”) completed private placements of $1,100,000 aggregate principal amount of a 10% Senior Convertible Redeemable Note (the “Note”) with two unrelated accredited investors (the “Holders”), pursuant to Subscription Agreements, dated October 15, 2010. Under the terms of the Subscription Agreement and the Note, the Company may issue up to an additional $1.4 million aggregate principal amount of the Note. Interest on the Note accrues at a rate of 10% per annum by increasing the Note balance quarterly. The Note matures fifteen months after October 15, 2010. With the consent of the Holders of a majority of the Note, the term of the Note may be extended for up to three six-month periods. The Holders may, at any time until the Note is fully paid, convert any outstanding principal and accrued interest on the Note into shares of the Company’s common stock, par value $.001 per share (the “Common Stock”), at a price of $0.50 per share. Pursuant to the terms of the Subscription Agreements, the Company granted the investors certain registration rights with respect to the Common Stock issuable upon conversion of the Note. Upon the occurrence of certain events, the price at which the Note may be converted into shares of the Company’s Common Stock may be adjusted. In addition, the Company may prepay in cash all or any portion of the outstanding principal amount of the Note, without penalty, on the 30th day following written notice to the Holder of the Note.

The private placement was conducted pursuant to an exemption from the registration requirements of the Securities Act of 1933, as amended, (the “Securities Act”) pursuant to Section 4(2) of the Securities Act and Regulation D promulgated under the Securities Act.

The forgoing description of the Subscription Agreement and the Note does not purport to be complete and is qualified in its entirety by reference to the full text of the Subscription Agreement and Note. The Form of Subscription Agreement and Form of Note are attached hereto as Exhibits 10.1 and 10.2 and are incorporated herein by reference.

http://investor.geospatialcorporation.com/secfiling.cfm?filingID=1387131-10-1123