GEOS COMMUNICATIONS, INC.
DRAWDOWN PROMISSORY NOTE
FOR VALUE RECEIVED , the undersigned, Geos Communications, Inc., a Washington corporation
(“ Maker ”), hereby promises to pay to the order of Butterfield Family Trust U/A/D 1/12/1999 or its successors
or assigns (“ Payee ”), the unpaid principal balance of the Drawdowns (as defined below), together with interest
thereon which shall accrue at a rate equal to twelve percent (12%) per annum. All payments on this Drawdown
Promissory Note (this “ Note ”) shall be due and payable in lawful money of the United States of America.
This Amended and Restated Drawdown Promissory Note amends and restates in its entirety that
certain Drawdown Promissory Note dated February 23, 2010 made by Maker to Payee.
1. Drawdowns . The principal of this Note may be drawndown from time to time prior to the
Maturity Date (as defined below), upon written request from Maker to Payee (each, a “ Drawdown Request ”),
which Drawdown Request must state the amount to be drawndown, which amount must be in increments of
$100,000 and must be at least $300,000. Payee shall fund each Drawdown Request within five (5) Business
Days (as defined below) after receipt of a Drawdown Request; provided, however, that the maximum amount of
drawdowns under this Note is $2,600,000. Upon Payee funding a Drawdown Request, Maker and Payee will
amend Schedule I to this Agreement to reflect such drawdown. For each $100,000 of Drawdowns funded by
Payee, Maker will issue to Payee, for no additional consideration, a Warrant to purchase 10,000 shares of
common stock of Maker, which Warrants will be substantially in the form attached hereto as Exhibit A .
2. Principal and Interest Payments . The principal of this Note, together with all accrued but
unpaid interest hereon, shall be due and payable on the earlier of: (i) the closing on at least $5,000,000 of
subscriptions for shares of Series I Preferred Stock of Maker (the “ Series I Preferred Stock ”) i