China Stationery & Office Supply, Inc. Sample Contracts

EXHIBIT 1.2 PUBLIC OFFERING OF 1,200,000 SHARES OF COMMON STOCK(1) DICKIE WALKER MARINE, INC. AGREEMENT AMONG UNDERWRITERS
Underwriting Agreement • February 11th, 2002 • Dickie Walker Marine Inc • Colorado
AGREEMENT
License Agreement • February 11th, 2002 • Dickie Walker Marine Inc • California
EXHIBIT 10.11 DICKIE WALKER MARINE, INC. AND CORPORATE STOCK TRANSFER, INC. RIGHTS AGENT RIGHTS AGREEMENT DATED AS OF _______________, 2002 TABLE OF CONTENTS
Rights Agreement • April 1st, 2002 • Dickie Walker Marine Inc • Men's & boys' furnishgs, work clothg, & allied garments • Delaware
AGREEMENT
Reimbursement Agreement • February 11th, 2002 • Dickie Walker Marine Inc • California
RECITALS
Merger Agreement • February 11th, 2002 • Dickie Walker Marine Inc
EMPLOYMENT AGREEMENT
Employment Agreement • December 15th, 2017 • Global Arena Holding, Inc. • Security brokers, dealers & flotation companies • New York

THIS EMPLOYMENT AGREEMENT (hereinafter referred to as this “Agreement” or the “Employment Agreement”) is made as of the 8th day of December 2017, between Global Election Services, Inc., a Delaware corporation (the “Company”), and John S. Matthews (the “Employee”).

UNSECURED CONVERTIBLE PROMISSORY NOTE AND WARRANT PURCHASE AGREEMENT
Unsecured Convertible Promissory Note and Warrant Purchase Agreement • February 17th, 2015 • Global Arena Holding, Inc. • Security brokers, dealers & flotation companies • New York

This Unsecured Convertible Promissory Note and Warrant Purchase Agreement (the "Purchase Agreement") is made as of [INSERT DATE] (the "Effective Date"), by and between:

EMPLOYMENT AGREEMENT
Employment Agreement • December 15th, 2017 • Global Arena Holding, Inc. • Security brokers, dealers & flotation companies • New York

THIS EMPLOYMENT AGREEMENT (hereinafter referred to as this “Agreement” or the “Employment Agreement”) is made as of the 8th day of December 2017, between Global Election Services, Inc., a Delaware corporation (the “Company”), and Kathryn Weisbeck (the “Employee”).

Contract
Warrant Agreement • March 30th, 2026 • Global Arena Holding, Inc. • Services-prepackaged software • New York

THIS WARRANT AND THE SECURITIES ISSUABLE UPON THE EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED OR APPLICABLE STATE SECURITIES LAWS. THEY HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO DISTRIBUTION OR RESALE. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, HYPOTHECATED, OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, AS AMENDED AND APPLICABLE STATE SECURITIES LAWS, OR THE AVAILABILITY OF AN EXEMPTION FROM THE REGISTRATION PROVISIOSN OF THE SECURITIES ACT OF 1933, AS AMENDED, AND APPLICABLE STATE SECURITIES LAWS AND THEN ONLY SUBJECT TO THE APPLICABLE RESTRICTIONS ON TRANSFER SET FORTH HEREIN.

LEASE
Lease Agreement • February 11th, 2002 • Dickie Walker Marine Inc
Form of Warrant
Warrant Agreement • February 17th, 2015 • Global Arena Holding, Inc. • Security brokers, dealers & flotation companies • New York

THIS WARRANT AND THE SECURITIES ISSUABLE UPON THE EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED OR APPLICABLE STATE SECURITIES LAWS. THEY HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO DISTRIBUTION OR RESALE. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, HYPOTHECATED, OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, AS AMENDED AND APPLICABLE STATE SECURITIES LAWS, OR THE AVAILABILITY OF AN EXEMPTION FROM THE REGISTRATION PROVISIOSN OF THE SECURITIES ACT OF 1933, AS AMENDED, AND APPLICABLE STATE SECURITIES LAWS AND THEN ONLY SUBJECT TO THE APPLICABLE RESTRICTIONS ON TRANSFER SET FORTH HEREIN.

EXHIBIT 1.3 SELECTED DEALERS AGREEMENT PUBLIC OFFERING OF 1,200,000 SHARES OFFERING PRICE: $5.00 PER SHARE DICKIE WALKER MARINE, INC.
Selected Dealers Agreement • February 11th, 2002 • Dickie Walker Marine Inc • Colorado
MANAGEMENT AND INVESTOR RIGHTS AGREEMENT
Management Agreement • May 10th, 2013 • Global Arena Holding, Inc. • Security brokers, dealers & flotation companies • New York

MANAGEMENT AGREEMENT (this “Agreement”), dated as of April 30, 2013, by and among Global Arena Holding Inc., 420 Lexington Avenue, Suite 1718, New York, New York 10170 (the “Company”); and Daniel D. Rubino, Robert M. Pickus, George C. Dolatly (collectively, the “GCA Principals”) and GCA Ventures, LLC (“GCA Ventures”), located at 420 Lexington Avenue, Suite 1718, New York, New York 10170 (GCA Ventures and the GCA Principals, individually and collectively, shall hereinafter be referred to as “GCA”).

Contract
Warrant Agreement • March 9th, 2023 • Global Arena Holding, Inc. • Services-prepackaged software • New York

THIS WARRANT AND THE SECURITIES ISSUABLE UPON THE EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED OR APPLICABLE STATE SECURITIES LAWS. THEY HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO DISTRIBUTION OR RESALE. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, HYPOTHECATED, OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, AS AMENDED AND APPLICABLE STATE SECURITIES LAWS, OR THE AVAILABILITY OF AN EXEMPTION FROM THE REGISTRATION PROVISIOSN OF THE SECURITIES ACT OF 1933, AS AMENDED, AND APPLICABLE STATE SECURITIES LAWS AND THEN ONLY SUBJECT TO THE APPLICABLE RESTRICTIONS ON TRANSFER SET FORTH HEREIN.

CONSULTING AGREEMENT
Consulting Agreement • April 13th, 2006 • Dickie Walker Marine Inc • Men's & boys' furnishgs, work clothg, & allied garments • California

THIS CONSULTING AGREEMENT (this “Agreement”) is made and entered into by and between Dickie Walker Marine, Inc., a Delaware corporation (“DWMA”), having an office at 100 Wall Street, 15th Floor,, New York, New York 10005 and Montiel Marketing Group, Inc. a California corporation with offices at 1405 So. Coast Highway, Oceanside, CA 92560 (“Consultant”).

FORM OF LOCK-UP AGREEMENT
Lock-Up Agreement • February 8th, 2005 • Dickie Walker Marine Inc • Men's & boys' furnishgs, work clothg, & allied garments • Delaware

This Lock-Up Agreement (the “AGREEMENT”) is made and entered into as of , 2005, between Dickie Walker Marine, Inc., a Delaware corporation (“PARENT”), and the undersigned shareholder (“HOLDER”) of Intelligent Energy Holdings Plc, a company registered in England and Wales (the “COMPANY”).

Termination of Asset Purchase Agreement
Termination of Asset Purchase Agreement • March 3rd, 2026 • Global Arena Holding, Inc. • Services-prepackaged software • New York

This Termination of Asset Purchase Agreement (this “Termination”), dated as of February 25, 2026 (the “Termination Date”), and is entered into by and among (a) GES Acquisition Corp., a Delaware corporation (the “Purchaser”); (b) Global Arena Holding, Inc., a Delaware corporation (“Parent”); (c) Global Election Services, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (the “Seller”); (d) Global Election Services Holding LLC, a Delaware limited liability company (“GES Holding”); and (e) Easterly CV VI LLC, a Delaware limited liability company (“Easterly”). The Purchaser, Parent, the Seller and GES Holding are sometimes individually referred to herein as a “Party” and collectively as the “Parties”.

Amendment No. 1 to Asset Purchase Agreement
Asset Purchase Agreement • September 5th, 2025 • Global Arena Holding, Inc. • Services-prepackaged software

This Amendment No. 1 to Asset Purchase Agreement (this “Amendment”) is dated as of August 29, 2025 (the “Amendment Date”), and is entered into by and among (a) GES Acquisition Corp., a Delaware corporation (the “Purchaser”); (b) Global Arena Holding, Inc., a Delaware corporation (“Parent”); (c) Global Election Services, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (the “Seller”); (d) Global Election Services Holding LLC, a Delaware limited liability company (“GES Holding”); and (e) Easterly CV VI LLC, a Delaware limited liability company (“Easterly”). The Purchaser, Parent, the Seller and GES Holding are sometimes individually referred to herein as a “Party” and collectively as the “Parties”.

Asset Purchase Agreement By and Among GES Acquisition Corp.; Global Arena Holding, Inc.; Global Election Services, LLC; Global Election Services Holding LLC AND EASTERLY CV VI LLC
Asset Purchase Agreement • July 8th, 2025 • Global Arena Holding, Inc. • Services-prepackaged software • New York

This Asset Purchase Agreement (this “Agreement”) is dated as of July 1, 2025 (the “Effective Date”), and is entered into by and among (a) GES Acquisition Corp., a Delaware corporation (the “Purchaser”); (b) Global Arena Holding, Inc., a Delaware corporation (“Parent”); (c) Global Election Services, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (the “Seller”); (d) Global Election Services Holding LLC, a Delaware limited liability company (“GES Holding”); and (e) Easterly CV VI LLC, a Delaware limited liability company (“Easterly”). The Purchaser, Parent, the Seller and GES Holding are sometimes individually referred to herein as a “Party” and collectively as the “Parties”. Capitalized terms used in this Agreement have the meaning specified herein or in Exhibit A.

EMPLOYMENT AGREEMENT
Employment Agreement • April 13th, 2006 • Dickie Walker Marine Inc • Men's & boys' furnishgs, work clothg, & allied garments • California

This EMPLOYMENT Agreement (this “Agreement”) is made and entered into as of , 2006 (the “Effective Date”), by and between Dickie Walker Marine, Inc., a Delaware corporation (“DWMA”), having an office at 100 Wall Street, 15th Floor,, New York, New York 10005 and Gerald W. Montiel, whose address is 6202 Avenida Cresta, La Jolla, CA 92037 (“Employee”).

FORM OF PARENT SUPPORT AGREEMENT
Parent Support Agreement • February 8th, 2005 • Dickie Walker Marine Inc • Men's & boys' furnishgs, work clothg, & allied garments • Delaware

This Parent Support Agreement (the “AGREEMENT”) is made and entered into as of , 2005, between Intelligent Energy Holdings Plc, a company registered in England and Wales (the “COMPANY”) and the undersigned stockholder (“HOLDER”) of Dickie Walker Marine, Inc., a Delaware corporation (“PARENT”).

SHARE EXCHANGE AGREEMENT
Share Exchange Agreement • April 13th, 2006 • Dickie Walker Marine Inc • Men's & boys' furnishgs, work clothg, & allied garments • California

AGREEMENT dated April 7, 2006 by and among Dickie Walker Marine, Inc. a Delaware corporation (hereinafter referred to as “DWMA”), the individual signatories to this agreement, being all of the shareholders of China Stationary and Office Supply, Inc., a Delaware corporation (hereinafter referred to as the “CSOS Shareholders”), and Ningbo Binbin Stationery Co., Ltd., a corporation organized under the laws of the People’s Republic of China (“BinBin”).

Asset Purchase Agreement By and Among GES Acquisition Corp.; Global Arena Holding, Inc.; Global Election Services, LLC and Easterly CV VI LLC
Asset Purchase Agreement • March 3rd, 2026 • Global Arena Holding, Inc. • Services-prepackaged software • New York

This Asset Purchase Agreement (this “Agreement”) is dated as of February 26, 2026 (the “Effective Date”), and is entered into by and among (a) Global Arena Holding, Inc., a Delaware corporation (“Parent”); (b) Global Election Services, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“GE Services”); (c) GES Acquisition Corp., a Delaware corporation (“GES Acquisition”); and (d) Easterly CV VI LLC, a Delaware limited liability company (“Easterly”). GE Services and Parent may be referred to herein collectively as the “Sellers” and each as a “Seller”. Each of the Sellers, GES Acquisition and Easterly are sometimes individually referred to herein as a “Party” and collectively as the “Parties”. Capitalized terms used in this Agreement have the meaning specified herein or in Exhibit A.

Amended and Restated Asset Purchase Agreement By and Among GES Acquisition Corp.; Global Arena Holding, Inc.; Global Election Services, Inc. and Easterly CV VI LLC
Asset Purchase Agreement • October 8th, 2026 • Global Arena Holding, Inc. • Services-prepackaged software • New York

This Amended and Restated Asset Purchase Agreement (this “Agreement”) is dated as of October 2, 2026 (the “Effective Date”), and is entered into by and among (a) Global Arena Holding, Inc., a Delaware corporation (“Parent”); (b) Global Election Services, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“GE Services”); (c) GES Acquisition Corp., a Delaware corporation (“GES Acquisition”); and (d) Easterly CV VI LLC, a Delaware limited liability company (“Easterly”). GE Services and Parent may be referred to herein collectively as the “Sellers” and each as a “Seller”. Each of the Sellers, GES Acquisition and Easterly are sometimes individually referred to herein as a “Party” and collectively as the “Parties”. Capitalized terms used in this Agreement have the meaning specified herein or in Exhibit 1.

SHARE PURCHASE AGREEMENT
Share Purchase Agreement • July 20th, 2012 • Global Arena Holding, Inc. • Men's & boys' furnishgs, work clothg, & allied garments

This Share Purchase Agreement (this “Agreement”) is made and entered into as of July 13, 2012, by and among Broad Sword Holdings, LLC, (“BDSWD”), JSM Capital Holding Corp. (“JSM”), and Global Arena Holding, Inc. (“GAHI” or “Buyer”).

ACQUISITION AGREEMENT dated as of February 3, 2005 by and between INTELLIGENT ENERGY HOLDINGS PLC and DICKIE WALKER MARINE, INC.
Acquisition Agreement • February 8th, 2005 • Dickie Walker Marine Inc • Men's & boys' furnishgs, work clothg, & allied garments • Delaware

ACQUISITION AGREEMENT (this “Agreement”), dated as of February 3, 2005, by and between Intelligent Energy Holdings Plc, a company registered in England and Wales having its principal place of business at 42 Brook Street, Mayfair, London W1K 5DB, Great Britain (the “Company”) and Dickie Walker Marine, Inc., a Delaware corporation having its principal place of business at 1405 South Coast Highway, Oceanside, California 92054 (“Parent”).

PURCHASE AGREEMENT And Waiver of Certain Rights
Purchase Agreement • August 8th, 2014 • Global Arena Holding, Inc. • Security brokers, dealers & flotation companies • New York

This Purchase Agreement and Waiver of Certain Rights is dated as of August 5, 2014 and is by and among GLOBAL ARENA HOLDING, INC., a Delaware corporation ("Global Holdings"), and PMC CAPITAL, LLC, a Delaware limited liability company ("PMC") and Barbara Desiderio, an individual (“Desiderio”).

Contract
Lease Agreement • May 6th, 2003 • Dickie Walker Marine Inc • Men's & boys' furnishgs, work clothg, & allied garments

THIS LEASE AGREEMENT is entered into effective February 1, 2002 at Oceanside, California, by and between WHMF, A California Corporation hereinafter referred to as “WHMF”, and DICKIE WALKER, hereinafter referred to as “DICKIE WALKER”.

ASSIGNMENT AND ASSUMPTION and MANAGEMENT AGREEMENT
Management Agreement • January 25th, 2011 • China Stationery & Office Supply, Inc. • Men's & boys' furnishgs, work clothg, & allied garments • New York