Global Arena Holding, Inc. (the “Company”) entered into an Amended and Restated Asset Purchase Agreement (the “A&R 2026 Easterly APA”) on October 2, 2026, with Global Election Services, Inc., a wholly owned subsidiary of the Company, GES Acquisition Corp., and Easterly CV VI LLC. The agreement amends and restates a previous Asset Purchase Agreement dated February 26, 2026.
Under the terms of the A&R 2026 Easterly APA, the Sellers agreed to sell to GES Acquisition all rights, title, and interest in their business of providing technology-enabled paper absentee, mail ballot, and online election services in the U.S., along with the associated assets and properties. The Assets include identified tangible and intangible property, contracts, intellectual property, permits, accounts receivable, and goodwill.
The consideration payable by GES Acquisition includes the assumption of Assumed Liabilities, a cash payment of $1,420,000, and the issuance of 1,841,761 shares of GES Acquisition common stock to the Company. Additionally, GES Acquisition will designate 6,729,668 shares of its preferred stock as Series A convertible preferred stock, with 6,729,668 shares issued to Easterly Asset Management Holdings LLC and 6,234,121 shares issued to Easterly.
Regarding prior funding, Easterly previously provided the Sellers with a total of $3,196,000, which included payments to creditors, software technology costs, transaction expenses, marketing expenses, and working capital. As of October 2, 2026, this amount, plus accrued interest of $432,525, was due and repayable to Easterly. At the closing, these Previously Funded Amounts will be deemed forgiven and satisfied in full.
The transaction is subject to standard closing conditions, including approval by the Company’s stockholders and receipt of required governmental consents. The agreement may be terminated if the transaction does not close by December 2, 2026, or if required stockholder approval is not obtained by that date. At the closing, GES Acquisition will enter into employment agreements with John Matthews, the Company’s Chief Executive Officer, Chief Financial Officer, and Chairman of the Board, and Kathryn Weisbeck, and will name Darrell Crate as a director.
