EXHIBIT 1.2 PUBLIC OFFERING OF 1,200,000 SHARES OF COMMON STOCK(1) DICKIE WALKER MARINE, INC. AGREEMENT AMONG UNDERWRITERSUnderwriting Agreement • February 11th, 2002 • Dickie Walker Marine Inc • Colorado
AGREEMENTLicense Agreement • February 11th, 2002 • Dickie Walker Marine Inc • California
EXHIBIT 1.1 1,200,000 SHARES OF COMMON STOCK DICKIE WALKER MARINE, INC. UNDERWRITING AGREEMENT Schneider Securities, Inc. 1120 Lincoln Street Suite 900 Denver, Colorado 80203 Dear Sirs: Dickie Walker Marine, Inc., a Delaware corporation (the...Underwriting Agreement • February 11th, 2002 • Dickie Walker Marine Inc • Colorado
EXHIBIT 10.8 LOCK-UP AGREEMENT, LIMITED POWER OF ATTORNEY AND NASD QUESTIONNAIRE January 30, 2002 Schneider Securities, Inc. 5445 DTC Parkway, Suite 940 Greenwood Village, CO 80111 Ladies and Gentlemen: The undersigned understands that Schneider...Lock-Up Agreement • February 11th, 2002 • Dickie Walker Marine Inc
EXHIBIT 10.9 EMPLOYMENT AGREEMENT THIS AGREEMENT, effective February 1, 2002, is made and entered into by and between DICKIE WALKER MARINE, INC., a California corporation (the "Company") and Gerald W. Montiel ("Employee"). WHEREAS, the Company desires...Employment 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 CONTENTSRights Agreement • April 1st, 2002 • Dickie Walker Marine Inc • Men's & boys' furnishgs, work clothg, & allied garments • Delaware
AGREEMENTReimbursement Agreement • February 11th, 2002 • Dickie Walker Marine Inc • California
EXHIBIT 10.5 STRATEGIC ALLIANCE AGREEMENT This strategic alliance agreement ("Agreement") is made as of this 19th day of December, 2001 ("Effective Date"), by and between WEST MARINE PRODUCTS, INC., with an address at 500 Westridge Drive, Watsonville,...Strategic Alliance Agreement • May 13th, 2002 • Dickie Walker Marine Inc • Men's & boys' furnishgs, work clothg, & allied garments • California
RECITALSMerger Agreement • February 11th, 2002 • Dickie Walker Marine Inc
EMPLOYMENT AGREEMENTEmployment 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 AGREEMENTUnsecured 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 AGREEMENTEmployment 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”).
LEASELease Agreement • February 11th, 2002 • Dickie Walker Marine Inc
Form of WarrantWarrant 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 AGREEMENTManagement 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”).
ContractWarrant 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.
AGREEMENT AND PLAN OF REORGANIZATION This Agreement and Plan of Reorganization (herein, together with all Exhibits, "Agreement") is entered into as of January 19, 2011 by and between Global Arena Holding Subsidiary Corp., a Delaware corporation...Merger Agreement • January 25th, 2011 • China Stationery & Office Supply, Inc. • Men's & boys' furnishgs, work clothg, & allied garments • Delaware
CONSULTING AGREEMENTConsulting 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 AGREEMENTLock-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”).
EMPLOYMENT AGREEMENTEmployment 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”).
AGREEMENT AND PLAN OF MERGER AGREEMENT AND PLAN OF MERGER (this "Merger Agreement") made and entered into as of January 19, 2011 by and between Global Arena Holding Subsidiary Corp., a Delaware corporation ("Global Arena") and China Stationery and...Merger Agreement • February 18th, 2011 • China Stationery & Office Supply, Inc. • Men's & boys' furnishgs, work clothg, & allied garments
FORM OF PARENT SUPPORT AGREEMENTParent 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 AGREEMENTShare 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”).
SHARE PURCHASE AGREEMENTShare 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 RightsPurchase 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”).
ContractLease 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 AGREEMENTManagement Agreement • January 25th, 2011 • China Stationery & Office Supply, Inc. • Men's & boys' furnishgs, work clothg, & allied garments • New York
SETTLEMENT AGREEMENTSettlement Agreement • December 12th, 2013 • Global Arena Holding, Inc. • Security brokers, dealers & flotation companies • New York
THIS SETTLEMENT AGREEMENT (“Agreement”) is made and entered into as of November 25, 2013 by and between Global Arena Holding Inc. (“Global”), a Delaware Corporation with its principal place of business located at 555 Madison Avenue, 12th Floor, New York, New York, Global Arena Investment Management, LLC (GAIM), a New York Limited Liability Corporation with its principal place of business located at 555 Madison Avenue, 12th Floor, New York, New York, and FireRock Capital Inc. (“FireRock”), a New York Corporation with its principal place of business located at 1040 First Avenue, Suite 190, New York, New York.
SELLING AGENT AGREEMENTSelling Agent Agreement • December 29th, 2004 • Dickie Walker Marine Inc • Men's & boys' furnishgs, work clothg, & allied garments • Florida
Dickie Walker Marine, Inc., a Delaware corporation (“Dickie Walker” or the “Company”), on the basis of the representations, warranties, covenants and conditions contained herein, hereby confirms the agreement made with respect to the retention of Newbridge Securities Corporation (the “Selling Agent”) as the exclusive agent of the Company to assist the Company in finding qualified purchasers, pursuant to the terms of this Selling Agent Agreement (the “Agreement”), for up to an aggregate of up to 45 units each consisting of (a) 9,375 shares of common stock (the “Common Stock”); (b) one $12,500 promissory note, with interest payable at 8% per annum over a three-year term and (c) 5,000 30-month warrants to purchase common stock at $2.10 per share (each, a “Unit” or collectively, the “Units”) at an offering price of $25,000 per Unit, for aggregate gross proceeds of up to $1,125,000, on a “best efforts” basis (the “Offering”). The Units are more particularly described in a Private Placement
AMENDMENT TO STRATEGIC ALLIANCE AGREEMENT Between West Marine Products, Inc. and Dickie Walker Marine, Inc. December 6, 2003Strategic Alliance Agreement • December 17th, 2003 • Dickie Walker Marine Inc • Men's & boys' furnishgs, work clothg, & allied garments
This Amendment to the Strategic Alliance Agreement (“Agreement”) originally dated December 19, 2001, as amended, between West Marine Products, Inc. (“West Marine”) and Dickie Walker Marine, Inc. (“Dickie Walker”) is made as of December 6, 2003 (the “Effective Date”).
SEPARATION AGREEMENT AND COMPLETE RELEASESeparation Agreement • October 21st, 2003 • Dickie Walker Marine Inc • Men's & boys' furnishgs, work clothg, & allied garments • California
This Separation Agreement (“Agreement”) is executed effective as of October 20, 2003 between Dickie Walker Marine, Inc. a Delaware corporation (“Dickie Walker” or “DW”), and Julia B. Knudsen (“Employee”). Employee enters into this Agreement on behalf of herself and her heirs, successors, assigns, executors and representatives of any kind, if any.
Amendment No. 2 to Acquisition Agreement Dated February 3, 2005Acquisition Agreement • July 20th, 2005 • Dickie Walker Marine Inc • Men's & boys' furnishgs, work clothg, & allied garments
This Amendment No. 2 further amends the Acquisition Agreement (the “Agreement”) between Intelligent Energy Holdings Plc (the “Company”) and Dickie Walker Marine, Inc. (“Parent”) dated February 3, 2005, pursuant to Section 8.3 of the Agreement. All capitalized terms used in this Amendment No. 2 and not otherwise defined herein shall have the meanings ascribed to them in the Agreement.
MUTUAL RELEASE AGREEMENT FROM ACQUISITION AGREEMENT DATED FEBRUARY 3, 2005Mutual Release Agreement • October 14th, 2005 • Dickie Walker Marine Inc • Men's & boys' furnishgs, work clothg, & allied garments • Delaware
MUTUAL RELEASE AGREEMENT (this “Release”), dated as of October 10, 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”).
